Terms of Service

Last updated: February 12, 2026

Welcome to Proxifai. These Terms of Service ("Terms") govern your access to and use of the Proxifai platform, website, APIs, and related services (collectively, the "Service") operated by Proxifai ("Company," "we," "us," or "our"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use the Service. If you are using the Service on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms.

By creating an account, you represent that all information you provide is accurate, current, and complete, and you agree to keep it updated.

2. Description of Service

2.1 Overview

Proxifai is an AI-powered task execution and project management platform. The Service enables users to describe development tasks in natural language, assign them to AI agents, monitor agent execution in real-time, and receive completed work as code committed to Git repositories. The Service includes:

  • Task planning, breakdown, and assignment to AI agents
  • Real-time monitoring of AI agent execution
  • GitHub integration for repository management, pull requests, and code review
  • Infrastructure for agent execution (compute resources) and arbitrary code execution
  • Cost tracking and billing dashboards
  • API access for programmatic interaction

The Service is currently in private beta. Features, availability, and pricing may change without prior notice during the beta period.

2.2 Platform Role

Proxifai provides infrastructure and tools for executing user-directed AI agents and code. All outputs generated through the Service are created at the direction of and under the control of the user. Proxifai does not create, endorse, verify, or control the substance of any user-directed outputs, code, or agent actions. Users are the authors of and solely responsible for all content generated, all code executed, and all actions taken by agents operating under their account through the Service.

2.3 Third-Party AI Services

The Service utilizes third-party AI model providers to power agent execution. You acknowledge that:

  • The availability, accuracy, capabilities, and performance of underlying third-party AI services are outside our direct control
  • Our warranties, indemnities, and service commitments are limited by and subject to the terms and limitations imposed by our upstream AI model providers
  • Changes, suspensions, discontinuations, or terminations by upstream AI providers may affect the availability or capabilities of the Service
  • We make no independent representations or warranties regarding AI model performance, accuracy, or reliability beyond those provided by the underlying model providers
  • Upstream provider usage policies, restrictions, and prohibited use cases apply to your use of the Service and are incorporated herein by reference

3. Account Registration and Security

To use the Service, you must create an account. You are responsible for maintaining the confidentiality of your account credentials, including any API keys generated through the Service. You are responsible for all activity that occurs under your account, whether authorized by you or not, including all actions taken by AI agents operating under your account.

You must notify us immediately at [email protected] if you suspect any unauthorized use of your account or any security breach. We are not liable for any loss arising from unauthorized use of your account.

4. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms by reference. You agree not to use the Service for any purpose that is unlawful, harmful, or prohibited by these Terms or the Acceptable Use Policy.

5. Your Content and Data

5.1 Ownership

You retain all rights, title, and interest in and to any code, data, text, or other materials you submit to or generate through the Service ("Your Content"). We do not claim ownership of Your Content.

5.2 License to Us

By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to access, use, store, reproduce, and process Your Content solely for the purpose of providing, maintaining, and improving the Service. This license terminates when you delete Your Content or close your account, except where retention is required by law or for legitimate business purposes (such as backups and audit logs). We do not use Your Content to train third-party AI models without your explicit consent.

5.3 Your Responsibilities

You are solely responsible for Your Content, including its legality, reliability, and appropriateness. You represent and warrant that:

  • You have all necessary rights and permissions to submit Your Content to the Service
  • Your Content does not violate any third-party intellectual property rights
  • Your Content does not contain any confidential or proprietary information of third parties that you are not authorized to share
  • You will not submit sensitive personal data (such as social security numbers, financial account numbers, or health information) unless the Service explicitly supports and is certified for such data

5.4 AI-Generated Output

The Service uses AI agents to generate code and other outputs based on your instructions. You acknowledge that:

  • AI-generated outputs are probabilistic in nature and may contain errors, inaccuracies, bugs, security vulnerabilities, or inappropriate content, even if they appear accurate due to their level of detail or specificity
  • We do not guarantee the accuracy, completeness, quality, or fitness for purpose of any AI-generated output
  • You are solely responsible for reviewing, testing, and validating all AI-generated code before deployment to any environment
  • AI-generated code may inadvertently resemble or incorporate patterns from publicly available code; you are responsible for ensuring compliance with applicable open-source licenses
  • You should not rely on any AI-generated outputs without independently confirming their accuracy
  • AI-generated outputs are not a substitute for professional advice (legal, medical, financial, or otherwise)

5.5 AI Agent Actions

AI agents operating through the Service may take autonomous actions including, but not limited to, committing code to repositories, modifying files, creating pull requests, interacting with APIs, and making infrastructure changes. You acknowledge and agree that:

  • You are solely responsible for all actions taken by AI agents operating under your account, regardless of whether those actions were specifically intended or anticipated by you
  • You must actively monitor agent operations and immediately report agents behaving unexpectedly or causing unintended harm
  • We reserve the right to immediately halt, suspend, or terminate any agent execution that poses a security risk, consumes excessive resources, violates these Terms, or threatens harm to third parties, other users, or our infrastructure, without prior notice and without liability
  • You must implement appropriate safeguards, access controls, and review processes proportionate to the risk of the tasks you assign to AI agents

5.6 Human Oversight Requirements

For AI agent operations in high-risk domains — including but not limited to healthcare, medical devices, financial services, legal services, employment decisions, insurance, education, critical infrastructure, safety-critical systems, law enforcement, and immigration — you must:

  • Implement qualified human review of all AI agent outputs before they are deployed, disseminated, or relied upon for consequential decisions
  • Maintain meaningful human oversight and the ability to override or reverse agent actions
  • Ensure compliance with all sector-specific regulations applicable to your use case
  • Conduct appropriate risk assessments before deploying agents in high-risk scenarios

5.7 AI Disclosure

Where applicable law requires or where your end users would reasonably expect disclosure, you must inform individuals when they are interacting with, or their interests are affected by, AI agents deployed through the Service. You are responsible for complying with all AI transparency and disclosure requirements under applicable law, including but not limited to the EU AI Act transparency obligations.

6. Code Execution Environment

6.1 Execution Sandbox

Code submitted to the Service is executed in isolated sandbox environments. While we implement industry-standard isolation measures (including container-level isolation, network segmentation, and resource limits), we do not guarantee that sandbox isolation is impenetrable or that one user's code cannot under any circumstances affect another user's data or execution environment.

6.2 Resource Limits

Executed code operates within defined resource limits including CPU time, memory allocation, network bandwidth, storage, and maximum execution duration. Exceeding these limits may result in immediate termination of the execution without prior notice. Persistent resource abuse may result in account suspension or termination.

6.3 Network Restrictions

Network access from code execution environments may be restricted, filtered, or monitored. We reserve the right to block, throttle, or log outbound network connections from execution environments for security, compliance, or operational reasons.

6.4 Your Responsibility for Executed Code

You acknowledge that running arbitrary code inherently carries security risks. You accept full responsibility for all consequences of code executed under your account, including but not limited to data loss, security incidents, harm to third-party systems, intellectual property infringement, and regulatory violations. You represent and warrant that all code you submit for execution is lawful and that you have all necessary rights to execute such code.

7. Shared Responsibility Model

The security and compliance of the Service operates under a shared responsibility model:

7.1 Proxifai Responsibilities (Security OF the Platform)

We are responsible for:

  • Infrastructure security, including physical and network security of our hosting environments
  • Platform availability, patching, and maintenance of our core systems
  • Sandbox isolation mechanisms and enforcement of execution boundaries
  • Authentication and authorization systems for platform access
  • Encryption of data in transit and at rest within our systems
  • Security monitoring, logging, and incident response for platform-level events

7.2 Customer Responsibilities (Security IN the Platform)

You are responsible for:

  • All code you deploy and execute through the Service, including its security, legality, and compliance
  • All AI agent configurations, instructions, and prompts you provide
  • All data you submit to the Service, including ensuring you have the right to submit it
  • Security of your account credentials, API keys, and access tokens
  • Access controls and permissions for your team members and end users
  • Compliance with all laws and regulations applicable to your specific use case and jurisdiction
  • Reviewing, testing, and validating all outputs before production use
  • Monitoring the behavior and outputs of agents operating under your account
  • Ensuring your end users comply with these Terms and applicable law

8. GitHub and Third-Party Integrations

The Service integrates with third-party platforms including GitHub. By connecting your GitHub account or other third-party services:

  • You authorize us to access your repositories, issues, pull requests, and other data as needed to provide the Service
  • You are responsible for ensuring that your use of the Service complies with the terms of service of the connected third-party platforms
  • We are not responsible for any actions taken by third-party platforms, including data loss, service interruptions, or account termination by those platforms

9. Fees and Payment

9.1 Pricing

The Service operates on a pay-per-use model. You will be charged based on the task-minutes consumed by AI agent execution on our infrastructure. Current pricing is available on your billing dashboard. We reserve the right to change pricing with 30 days' advance notice.

9.2 Billing

Fees are billed monthly in arrears based on actual usage. You agree to provide a valid payment method and authorize us to charge it for amounts owed. All fees are stated in US Dollars unless otherwise specified.

9.3 Taxes

All fees are exclusive of taxes. You are responsible for all applicable taxes (including VAT, sales tax, and withholding taxes) arising from your use of the Service, except for taxes based on our net income.

9.4 Refunds

Fees are generally non-refundable. If you believe you have been incorrectly charged, contact us at [email protected] within 30 days of the charge. We will review and, at our sole discretion, issue a credit or refund for verified billing errors.

9.5 Free Tier and Beta

During the beta period, certain features or usage may be provided at no charge. We reserve the right to modify, limit, or discontinue any free tier or promotional offering at any time without prior notice.

10. Intellectual Property

10.1 Our IP

The Service, including its software, algorithms, user interface, documentation, branding, and all related intellectual property, is owned by Proxifai and protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right to use our trademarks, logos, or brand assets without prior written consent.

10.2 License to Use the Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business or personal purposes. You may not sublicense, resell, or redistribute the Service or raw API access without our prior written authorization.

10.3 Restrictions

You shall not: (a) use the Service's outputs to develop, train, or improve any AI or machine learning models that compete with our Services; (b) reverse engineer, decompile, or disassemble any aspect of the Service; (c) use the Service to build a competing product or service; or (d) resell or redistribute the Service except as expressly authorized in writing.

10.4 Feedback

If you provide us with suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to you.

11. Data Protection and Privacy

Our collection and use of personal data is governed by our Privacy Policy and, where applicable, our Data Processing Agreement. By using the Service, you acknowledge that you have read and understood our Privacy Policy.

If you process personal data of EU/EEA residents through the Service, or if you are otherwise required by applicable data protection law to enter into a data processing agreement, the Data Processing Agreement governs our processing of such data on your behalf. Contact [email protected] to request a signed copy.

12. Service Availability and Support

12.1 Availability

We strive to maintain high availability of the Service but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to maintenance, updates, upstream provider outages, or circumstances beyond our control.

12.2 Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time. For material changes that adversely affect your use, we will provide reasonable advance notice where practicable.

12.3 Support

Support is provided via email at [email protected]. Response times and support levels may vary depending on your plan. We do not guarantee specific response times unless provided for in a separate Service Level Agreement.

13. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, AND QUIET ENJOYMENT.

Without limiting the foregoing, we do not warrant that:

  • The Service will be uninterrupted, timely, secure, or error-free
  • AI-generated outputs will be accurate, complete, current, or free of errors, bugs, or vulnerabilities
  • The Service will meet your specific requirements or expectations
  • Any defects in the Service will be corrected
  • The Service is suitable for use in safety-critical, life-critical, or high-risk applications
  • Sandbox isolation will prevent all possible interference between tenants
  • Third-party AI model providers will maintain consistent availability, accuracy, or performance
  • AI agent actions will produce intended results or operate without causing unintended consequences

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Proxifai, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED US DOLLARS ($100).

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) LIABILITY ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (B) DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, (C) FRAUD OR FRAUDULENT MISREPRESENTATION, OR (D) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING MANDATORY LIABILITY UNDER THE EU PRODUCT LIABILITY DIRECTIVE WHERE APPLICABLE.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in full.

15. EU Product Liability

To the extent the Service or any component thereof is classified as a "product" under Directive 2024/2853 (EU Product Liability Directive) or equivalent national legislation, nothing in these Terms limits or excludes liability that cannot be limited or excluded under applicable product liability legislation. For business-to-business use, you acknowledge that the Service constitutes a component integrated into your own products, services, or workflows, and you accept responsibility for ensuring that the combined system meets all applicable safety, regulatory, and compliance requirements in your jurisdiction. You further agree to indemnify us against product liability claims to the extent such claims arise from your modification, integration, or deployment of Service outputs.

16. Indemnification

16.1 Your Indemnification of Proxifai

You agree to indemnify, defend, and hold harmless Proxifai and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Service, including all activities under your account
  • Your Content or any code deployed, executed, or generated using the Service
  • All actions taken by AI agents operating under your account
  • Your violation of these Terms, the Acceptable Use Policy, or any applicable law
  • Your infringement of any third-party rights, including intellectual property rights
  • Any claim by a third party related to code, applications, or services you develop, deploy, or execute using the Service
  • Disputes between you and any of your end users
  • Your failure to comply with applicable AI regulations, data protection laws, or export control requirements

16.2 Proxifai Indemnification of You (Limited)

We will defend you against third-party claims alleging that the Service itself (excluding Your Content, AI-generated outputs, code executed on your behalf, and any third-party components) infringes a third-party intellectual property right, provided that you: (a) promptly notify us of the claim in writing, (b) give us sole control of the defense and settlement, and (c) provide reasonable cooperation at our expense. This indemnity does not cover claims arising from: (i) Your Content or modifications you make to Service outputs; (ii) combinations of the Service or its outputs with non-Proxifai products, services, or data; (iii) your violation of these Terms; (iv) continued use after we notify you to stop due to a claim; or (v) use of the Service in a manner not authorized by these Terms or the documentation.

17. Term and Termination

17.1 Term

These Terms are effective from the date you first access or use the Service and continue until terminated by either party.

17.2 Termination by You

You may terminate your account at any time by contacting us at [email protected] or through account settings. Upon termination, you remain responsible for any outstanding fees.

17.3 Termination by Us

We may suspend or terminate your account and access to the Service at any time, with or without notice, if:

  • You breach these Terms or the Acceptable Use Policy
  • Your use poses a security risk to the Service, other users, or third parties
  • Your AI agents or executed code could adversely impact the systems, content, or security of other users
  • Your use could subject us or third parties to liability
  • Your account has been inactive for an extended period
  • We are required to do so by law or regulation
  • We discontinue the Service or any material component thereof
  • An upstream AI provider suspends or terminates our access to services necessary for your use

17.4 Effect of Termination

Upon termination, your right to access the Service ceases immediately, and all running agent executions will be stopped. We may delete Your Content within 30 days of termination unless retention is required by law. You should export any data you wish to retain before termination. Sections that by their nature should survive termination (including Sections 5.2, 6.4, 7, 10, 13, 14, 15, 16, 18, and 19) will survive.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to conflict of law principles.

18.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. The arbitration shall take place in San Francisco, California, or remotely at the arbitrator's discretion. The language of the arbitration shall be English.

18.3 Class Action Waiver

YOU AND Proxifai AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

18.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights. Small claims court actions are also exempt from the arbitration requirement.

19. General Provisions

19.1 Entire Agreement

These Terms, together with the Privacy Policy, Acceptable Use Policy, Cookie Policy, Data Processing Agreement, and any other policies referenced herein, constitute the entire agreement between you and Proxifai regarding the Service.

19.2 Modifications

We may modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms. For material changes, we will provide at least 30 days' notice before the changes take effect.

19.3 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19.4 Waiver

Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of that right or provision.

19.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

19.6 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, third-party service provider failures (including upstream AI model provider outages), and sanctions or export control restrictions.

19.7 Export Compliance

You agree to comply with all applicable export control laws and regulations, including those of the United States (including EAR and OFAC regulations) and the European Union. You represent and warrant that: (a) you are not located in, nor a resident or national of, any country subject to comprehensive US or EU sanctions; (b) you are not listed on any US or EU restricted or denied parties list; (c) you will not use the Service to export, re-export, or transfer any controlled technology, software, or technical data in violation of applicable export controls; and (d) you will not provide access to the Service to any embargoed or sanctioned person or entity.

19.8 Marketing

We may identify you as a customer of Proxifai in our marketing materials, including on our website and in presentations, unless you opt out by notifying us in writing at [email protected].

19.9 EU AI Act Compliance

If you deploy AI agents through the Service that are subject to the EU Artificial Intelligence Act (Regulation 2024/1689), you are responsible for: (a) determining whether your use constitutes a high-risk AI system under Annex III; (b) complying with all applicable provider and deployer obligations, including conformity assessments, registration, logging, transparency, and human oversight requirements; (c) ensuring that AI agents are not used for prohibited AI practices under Article 5; (d) maintaining adequate AI literacy among personnel who operate or oversee AI agents; and (e) conducting fundamental rights impact assessments where required. We will provide reasonable cooperation and documentation to support your compliance efforts.

19.10 Automated Decision-Making

If you use the Service to make or substantially support decisions that produce legal effects or similarly significant effects on individuals (including decisions related to employment, credit, housing, education, insurance, healthcare, or government benefits), you are solely responsible for: (a) complying with applicable laws governing automated decision-making, including GDPR Article 22 and CCPA/CPRA provisions on automated decision-making technology (ADMT); (b) providing required notices and opt-out mechanisms to affected individuals; (c) conducting mandatory risk assessments; (d) implementing meaningful human review of consequential decisions; and (e) maintaining records of decisions and their basis as required by law.

19.11 Digital Services Act

For users in the European Union, the Service is operated in compliance with applicable provisions of the Digital Services Act (Regulation 2022/2065). If you believe content hosted on or generated through the Service is illegal under EU law, you may report it using the mechanism described in our Acceptable Use Policy. We will process such reports in accordance with our obligations under the DSA, including providing statements of reasons for any content moderation decisions.

19.12 Cybersecurity

We implement cybersecurity measures consistent with industry standards and applicable law, including the NIS2 Directive (Directive 2022/2555) where applicable. In the event of a security incident affecting your data, we will notify you in accordance with the timeframes set forth in our Data Processing Agreement and applicable law. You are responsible for implementing appropriate cybersecurity measures for your own account, code, and data as described in the Shared Responsibility Model (Section 7).

19.13 Insurance

We maintain commercially reasonable insurance coverage, including cyber liability and technology errors and omissions insurance. Details are available upon request for enterprise customers.

20. Contact Us

If you have questions about these Terms, please contact us at:

Proxifai
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Email: [email protected]