Terms of Service

1. Acceptance and scope

These Terms of Service are an agreement between Proclify LLC (“Proclify,” “we,” or “us”) and the person or entity using the website or service (“you” or “Customer”). By accessing the public site, requesting services, accepting an order, or using a service that links to these terms, you agree to follow them. If you accept for an organization, you represent that you can bind it to the agreement.

If you do not agree, do not use the relevant site or service. These terms do not create an employment, agency, partnership, or joint-venture relationship.

2. Eligibility and accounts

You must be able to form a binding agreement under applicable law. The website and services are intended for business and professional use, not for children. If a service requires an account, you must provide accurate information, keep credentials confidential, and promptly notify Proclify of suspected unauthorized use. You are responsible for activity under your account except to the extent caused by Proclify's breach of its obligations.

3. Services and orders

Proclify may provide systems consulting, implementation, software, workflow design, automation, support, or related services. The public site describes capabilities at a general level; it does not promise a particular result, timeline, integration, or regulatory outcome.

The applicable proposal, statement of work, order, or subscription agreement should identify the deliverables, dependencies, acceptance process, support, term, fees, and responsibilities for the engagement. Proclify may modify a service to improve it or respond to operational, legal, or security needs, but a signed agreement controls any material change commitment it makes.

4. Customer content and responsibilities

“Customer Content” means information, files, instructions, configurations, data, or other materials that you or your users provide to Proclify or make available through a service. You keep your rights in Customer Content. You grant Proclify the limited rights needed to host, copy, transmit, modify, display, and otherwise process Customer Content to provide the applicable service and perform the agreement.

You are responsible for Customer Content, your users, your instructions, your permissions, and your legal basis for collecting and sharing information. You must not submit information that you are not authorized to use or that requires safeguards Proclify has not agreed to provide. You must maintain appropriate backups and review outputs before relying on them.

5. Acceptable use

You may use the website and services only lawfully and in accordance with the applicable agreement. You must not:

• interfere with, probe, scan, or bypass controls protecting a site or service;
• introduce malware, harmful code, or content designed to disrupt operations;
• misrepresent your identity, authorization, or relationship with Proclify;
• infringe another person's privacy, intellectual property, or other rights;
• use a service to make decisions or provide advice where human review, professional judgment, or law requires more than the service provides; or
• use outputs or features to violate applicable law or an agreement.

6. Third-party services

A service may connect to third-party products, websites, infrastructure, or data sources. Those products are governed by their own terms and privacy practices. Proclify is not responsible for a third party's availability, security, content, acts, omissions, or changes. You are responsible for obtaining permissions and reviewing the effect of a connection before enabling it.

7. Fees and taxes

Fees, deposits, subscription charges, billing dates, taxes, expenses, refunds, late charges, and cancellation terms apply only when stated in an applicable order, proposal, statement of work, or subscription agreement. If an agreement does not address an item, the parties should agree on it in writing before the related work begins. You are responsible for taxes imposed on your purchase, except taxes on Proclify's net income.

8. Ownership and feedback

Proclify and its licensors retain rights in the website, service, software, templates, documentation, methods, and other materials Proclify provides, excluding Customer Content. Subject to payment and the applicable agreement, Proclify grants you a limited, non-exclusive, non-transferable right to use those materials for your internal business purpose.

You may send suggestions or feedback. Proclify may use feedback without restriction or payment, provided it does not disclose your confidential information or identify you as the source without permission.

9. Confidentiality and data protection

Each party may receive non-public information that a reasonable person would understand to be confidential. The receiving party will use it only for the relationship, protect it with reasonable care, and share it only with people or providers who need it and are bound to protect it. Confidentiality does not cover information that is public without breach, already known without restriction, independently developed, or lawfully received from another source.

Proclify's Privacy Policy covers personal information handled as described there. If Proclify processes Customer Content as a processor or service provider, the Data Processing Addendum applies only when incorporated into the applicable customer agreement. No term here promises HIPAA compliance, a certification, or a particular security outcome unless a signed agreement expressly says so.

10. Suspension and termination

Proclify may suspend access when reasonably necessary to address a security risk, unlawful activity, nonpayment, a material breach, or a threat to the service or another person. Where practical, we will provide notice and an opportunity to address the issue. An order or subscription agreement controls its term and termination rights.

On termination, you must stop using the applicable service and pay amounts properly due. Proclify will handle Customer Content according to the applicable agreement and, where applicable, the DPA. Provisions that by their nature should survive termination, including ownership, confidentiality, disclaimers, liability limits, indemnity, and governing law, will continue.

11. Disclaimers and limitation of liability

To the fullest extent permitted by law, the website and services are provided on an “as available” basis without warranties not expressly stated in a signed agreement. Proclify does not promise uninterrupted, error-free, secure, or fully accurate operation, and does not provide legal, tax, medical, or compliance advice. You are responsible for evaluating outputs, decisions, and third-party dependencies before use.

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenues, data, goodwill, or business interruption. Except for liability that cannot legally be limited, each party's total liability for a claim arising from an applicable order or agreement will not exceed the fees paid or payable for the affected service during the twelve months before the event giving rise to the claim. A signed agreement may state different limits or exclusions.

12. Indemnity

To the extent permitted by law and subject to an applicable agreement, each party will defend the other against a third-party claim alleging that the defending party's material breach of the agreement caused the claim, and will pay a final award or reasonable settlement approved in writing. The party seeking protection must give prompt notice, reasonable cooperation, and control of the defense, while the other party may participate with its own counsel. An agreement may define additional or different indemnities.

13. Governing law and disputes

Unless an applicable signed agreement says otherwise, Texas law governs these terms without regard to conflict-of-law rules. The parties consent to exclusive venue in the state or federal courts located in Travis County, Texas, for disputes that cannot be resolved informally. Nothing prevents a party from seeking urgent equitable relief where available.

14. Changes

We may revise these terms as the website or services change. The effective date above identifies the current public version. For a customer with an active signed agreement, that agreement controls how changes apply. If a change materially affects an active subscription and the agreement does not address the change, Proclify will provide reasonable notice before applying it.

15. Contact

Questions about these terms may be sent to:

Proclify LLC
5900 Balcones Drive, STE 100
Austin, TX 78731
hello@proclify.com