Terms of Service

Effective date: April 6, 2026 · Last updated: April 6, 2026 · Version: individual-1.0

These Terms of Service (“Terms”) govern your use of the Proximate desktop application (“Proximate” or the “Software”) and associated services, including the website at getproximate.app (the “Website”). Proximate is developed and operated by XPDynamics LLC (“we,” “us,” or “our”).

By installing, activating, or using Proximate, you (“you” or “User”) agree to be bound by these Terms. If you do not agree, do not install or use the Software.

These Terms are for individual, personal use only. If you wish to use Proximate within an organization, on behalf of a business entity, or under an enterprise, educational, or government arrangement, please contact us at [email protected] to discuss a separate agreement.

1. License Grant

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to install and use Proximate on devices you personally own or control, solely for your individual, non-commercial purposes.

This license does not permit you to:

• Distribute, sublicense, lease, rent, or lend the Software to any third party
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Software
• Use the Software on behalf of or for the benefit of any organization, company, or government entity without a separate enterprise agreement
• Use the Software in any manner that violates applicable laws or regulations

2. Accounts and Activation

To use Proximate beyond the trial period, you must purchase a license through our payment provider (LemonSqueezy) and activate it within the application using your license key. Each license key has an activation limit that restricts the number of devices on which it can be simultaneously active. You are responsible for maintaining the confidentiality of your license key.

You may manage your subscription, view billing history, and access your license key through the billing portal at store.getproximate.app/billing.

3. Free Trial

We may offer a free trial period (currently 14 days) that allows you to evaluate Proximate before purchasing a license. The trial provides full access to the Software’s features. When the trial expires, you must purchase a license to continue using the Software. We reserve the right to modify or discontinue the trial offering at any time.

4. Payment and Subscription

Proximate licenses are sold on a subscription basis. Payments are processed by LemonSqueezy (Lemon Squeezy LLC), a third-party payment provider. By purchasing a license, you also agree to LemonSqueezy’s terms of service. Subscription pricing, billing cycles, and renewal terms are presented at the time of purchase.

Subscriptions renew automatically unless cancelled before the end of the current billing period. You can cancel your subscription at any time through the billing portal. Upon cancellation, your license remains valid through the end of the current paid period.

5. System Permissions and Access

Proximate requires certain system permissions to function, including but not limited to:

• Accessibility API access: Used to display an overlay near your cursor and to read information from active applications
• Screen content access: Used to position and render the notification overlay
• Notification access: Used to capture and display notifications near your cursor

Proximate does not access file contents, browsing history, keystrokes, screenshots, or personal documents from other applications. Full details about data collection are described in our Privacy Policy.

6. Data Collection and Privacy

Your use of Proximate is also governed by our Privacy Policy, which describes what data we collect, how we use it, and your rights regarding that data. By agreeing to these Terms, you acknowledge that you have read and understand the Privacy Policy.

In summary, Proximate may collect anonymous usage analytics (which you can disable), license and purchase information necessary for subscription management, and feedback you voluntarily submit. We do not sell your personal data.

7. Automatic Updates

Proximate may periodically check for and install software updates. These updates may include bug fixes, new features, security patches, or other improvements. By using the Software, you consent to receiving automatic updates. Update checks contact our server solely to determine whether a newer version is available; no personal data is transmitted during this process.

8. Intellectual Property

Proximate and all associated intellectual property, including but not limited to the software code, design, user interface, documentation, logos, and trademarks, are and remain the exclusive property of XPDynamics LLC. These Terms do not grant you any ownership interest in the Software. All rights not expressly granted herein are reserved.

9. Acceptable Use

You agree not to:

• Use the Software for any unlawful purpose or in violation of any applicable laws or regulations
• Attempt to circumvent, disable, or interfere with the license activation or validation system
• Use automated means to activate licenses, create accounts, or abuse the trial system
• Share, publish, or distribute your license key to others
• Deploy the Software across an organization’s devices without a separate enterprise agreement

We reserve the right to suspend or terminate your license if we reasonably believe you are in violation of these Terms.

10. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Software will be uninterrupted, error-free, or free of harmful components, or that it will meet your specific requirements. Your use of the Software is at your sole risk.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XPDYNAMICS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE THEORY OF LIABILITY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SOFTWARE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the limitations above shall apply to the fullest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless XPDynamics LLC and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to your violation of these Terms or your use of the Software.

13. Termination

These Terms are effective until terminated. You may terminate these Terms at any time by uninstalling the Software and cancelling your subscription. We may terminate or suspend your access to the Software at any time, with or without cause, with or without notice.

Upon termination, your license to use the Software ceases immediately (except that if you cancel a paid subscription, access continues through the end of the current billing period). Sections 8, 10, 11, 12, 14, and 15 survive termination.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law provisions. Any disputes arising out of or relating to these Terms or the Software shall be resolved in the state or federal courts located in the State of New York, and you consent to the personal jurisdiction of such courts.

15. Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will update the “Last updated” date and version number at the top of this page and notify users through the Website or the application. Your continued use of the Software after such changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Software and cancel your subscription.

16. General Provisions

Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and XPDynamics LLC regarding the Software and supersede all prior agreements and understandings.

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

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

Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction.

17. Contact Us

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

• Email: [email protected]
• Help desk: https://proximate.tawk.help