ProxyLink Provider Terms and Conditions

These Provider Terms and Conditions ("Provider Terms") govern the relationship between Proxz AI, Inc., doing business as ProxyLink.co (the "Platform," "ProxyLink," "we," "us," or "our") and you (the "Provider" or "you") as a condition for onboarding to and participating on ProxyLink. By applying to join ProxyLink, listing your goods or services, or accepting any recommendations or transactions facilitated by ProxyLink (including through a Proxy), you agree to these Provider Terms. If you do not agree, you may not use or access ProxyLink.

These Provider Terms incorporate by reference ProxyLink's Privacy Policy available at proxylink.co/privacy and any other policies or guidelines we may provide. In the event of any conflict between these Provider Terms and other Platform documents, these Provider Terms shall prevail with respect to your obligations as a Provider.

1. Definitions

(a) Consumer: Any individual who transacts with ProxyLink, either directly or through a Proxy, to receive goods or services from Providers.

(b) Discounts: Fixed dollar amount reductions on goods or services offered by ProxyLink (through various Proxies) to Consumers, styled as non-funded gift cards, reusable across different Providers but limited to one use per transaction before expiration.

(c) Guarantee or 100% Satisfaction Guarantee: ProxyLink's policy to ensure Consumer satisfaction, as detailed in the terms available at proxylink.co/guarantee.

(d) Performance Benchmarks or Industry Benchmarks: The objectively measurable performance standards specific to each industry vertical on ProxyLink that Providers must meet to ensure exceptional customer experiences on the ProxyLink platform, as detailed in Section 5 of these Terms of Service and incorporated by reference through the industry-specific hyperlinks provided therein.

(d) Proxy: Any person, business entity, system, or application (including, without limitation, an artificial intelligence assistant, software agent, or similar technology) that is authorized by a Consumer to act on the Consumer's behalf in interacting with ProxyLink. This includes, but is not limited to, requesting recommendations for Providers, facilitating transactions, transmitting Consumer information, or otherwise engaging with ProxyLink's services.

(e) Providers: Any third-party individuals or business entities that are on ProxyLink to offer goods or services to Consumers through their Proxies.

2. Onboarding and Eligibility

To join ProxyLink as a Provider:

(a) You must submit all requested proof of certifications, licenses, insurance, and any required background checks. The cost of the background checks will be paid for by ProxyLink. The background checks do not involve a credit check or credit pull. The specific individuals required to provide background checks are identified in the Performance Benchmarks by Industry linked to in Section 5.

(b) You must pass ProxyLink's verification process, which may include reviews, references, or testing.

(c) Upon approval, you agree to maintain all qualifications and notify us immediately of any changes (e.g., license revocation or hiring of new owners employees subject to background check requirements).

(d) ProxyLink reserves the right to reject, suspend, or terminate any Provider at its sole discretion, with or without cause.

(e) Providers agree to (i) maintain accurate, current, and complete registration information and promptly notify ProxyLink of any changes to their account details; (ii) implement and maintain robust security measures to protect account credentials, including using strong, unique passwords and enabling two-factor authentication where available; and (iii) immediately notify ProxyLink of any unauthorized access or breach of security affecting their account or associated consumer data.

3. Scope of Services and Recommendations

(a) ProxyLink facilitates recommendations of Providers to Consumers through their Proxies based on factors such as location, availability, Consumer needs, and the quality of customer experiences you provide.

(b) You agree to fulfill transactions initiated via ProxyLink promptly and professionally.

(c) You are solely responsible for the quality, safety, and legality of your goods or services. ProxyLink does not perform, supervise, or warrant your work.

4. Obligations Regarding Discounts

(a) You must honor all Discounts set by ProxyLink, including fixed dollar amounts presented by Consumers as non-funded gift cards.

(b) Discounts are limited to one use per Provider per Consumer before expiration, and you are responsible for tracking and verifying usage to prevent abuse.

(c) ProxyLink will notify you of active Discounts and expiration dates via your registered email. Notices are deemed received upon sending.

(d) If you fail to honor a Discount, ProxyLink may cover the amount for the Consumer and recover it from you via deduction from future payments, invoice, or dispute resolution. You agree to reimburse ProxyLink promptly for any such amounts.

5. Performance Benchmarks by Industry
Providers must comply with the performance benchmarks applicable to their specific industry or service category(ies) to ensure exceptional customer experiences on the ProxyLink platform. These benchmarks are designed to be objectively measurable and are incorporated by reference into these Terms of Service. Providers acknowledge and agree that failure to meet or maintain these benchmarks may result in warnings, suspension, removal from the Platform.

The industry-specific performance benchmarks are detailed in the following locations:

Home Services: http://proxylink.co/benchmarks/home-services
Insurance: proxylink.co/benchmarks/insurance
Gyms and Fitness Studios: proxylink.co/benchmarks/fitness
E-Commerce: proxylink.co/benchmarks/ecommerce

These benchmarks are subject to periodic review and may be updated by ProxyLink at any time to reflect evolving industry standards, platform improvements, or customer feedback. In the event of any changes, Providers will be notified via email at the address on file. Updated benchmarks will become effective 15 days after the notification date, providing Providers with time to review and adapt. Continued participation on the platform constitutes acceptance of the revised benchmarks.

6. Obligations Regarding the 100% Satisfaction Guarantee

(a) ProxyLink provides consumers a 100% Satisfaction Guarantee (“Guarantee”) for all goods and services purchased through the Platform. You can view the terms of the Guarantee here: proxylink.co/guarantee. This guarantee is not made directly between the Provider and the individual consumer. It’s an agreement only between ProxyLink and the consumer. But the consumer is an intended third party beneficiary of your obligations stated in this Section of the agreement.

(b) ProxyLink has a company policy of being generous towards consumers and reimbursing them in the event of dissatisfaction with a product or service. In some instances, the consumers request for reimbursement will be patently unreasonable, and yet we may still choose to pay out to the customer in our sole discretion. However, we do not expect you to carry that same burden. Therefore, Providers are only required to reimburse ProxyLink for payouts made to consumers under the Guarantee when their work falls below the industry benchmarks outlined in Section 5, above.

(c) In the event of a consumer complaint or report of dissatisfaction with a Provider's services, ProxyLink will commence an investigation. This may involve seeking input from both the consumer and the Provider to determine what happened. It may also involve ProxyLink hiring experts or other third parties to assist in the investigation. In the event that it is found that the Provider’s work fell below the relevant Industry Benchmarks outlined in ProxyLink shall be entitled to recover from the Provider all reasonable costs and expenses incurred by ProxyLink in investigating the circumstances surrounding such dissatisfaction, including but not limited to internal review costs, third-party expert assessments, and documentation retrieval fees. Additionally, if, as a result of such investigation or any related proceedings, the Provider's work is determined to fall below the standards outlined in the applicable Industry Benchmarks (as referenced in Section 5 and incorporated herein), the Provider shall reimburse ProxyLink for all costs and expenses associated with the matter, including but not limited to investigation costs, resolution expenses, damages paid to the consumer, court costs, and reasonable attorney fees. ProxyLink reserves the right to deduct such amounts from any payments owed to the Provider or to pursue recovery through other means, including legal action.

7. Representations and Warranties

(a) You represent and warrant that: (i) you are qualified and licensed to provide your goods or services; (ii) you will comply with all laws, regulations, and benchmarks; (iii) your services will be performed safely and professionally; and (iv) you will not misrepresent ProxyLink or make unauthorized promises.

(b) ProxyLink disclaims all warranties regarding recommendations, Consumer volume, or outcomes.

8. Payments and Compensation

(a) Consumers pay you directly for goods or services, unless otherwise facilitated by ProxyLink.

(b) ProxyLink may deduct or withhold amounts owed for breaches (e.g., unrecovered Discounts or Guarantee payouts).

(c) You are responsible for all taxes, fees, and costs associated with your services.

(d) For transactions facilitated through the ProxyLink marketplace and processed via Stripe Connect, Providers agree to maintain an active Stripe account in good standing, provide accurate payment and banking details, and comply with all applicable terms and conditions set forth by Stripe.

(e) Providers are solely responsible for complying with all applicable tax laws, including collecting, remitting, and reporting taxes associated with transactions processed through ProxyLink or facilitated via Stripe Connect.

9. Integration with Third-Party Tools

Providers using ProxyLink may integrate their existing platforms, including but not limited to customer relationship management systems ("CRMs") and calendar (collectively, "Integrated Platforms"), to enable real-time scheduling, availability checks, and automated booking by AI assistants.

When integrating ProxyLink with Integrated Platforms, Providers acknowledge and agree to the following:

(a) Providers are solely responsible for ensuring the accuracy, timeliness, and completeness of data shared with ProxyLink through Integrated Platforms, including availability, scheduling, and service details.

(b) Providers must ensure their integration complies with all applicable terms, conditions, policies, and data protection requirements of the Integrated Platforms and applicable privacy laws.

(c) Providers represent and warrant that they have obtained all necessary permissions and consents from their end-users and customers required by law or by the Integrated Platforms to perform integrations and to share scheduling and availability data.

(d) ProxyLink shall not be responsible for inaccuracies, scheduling conflicts, loss of bookings, or other issues arising from incorrect, outdated, or incomplete data provided by Integrated Platforms.

(e) Providers must promptly inform ProxyLink of any security incidents, data breaches, unauthorized access, or disruptions related to the integration with any Integrated Platform.

(f) Providers agree to indemnify and hold ProxyLink harmless against all claims, liabilities, damages, losses, or expenses (including reasonable attorney’s fees and costs) arising from or in connection with their integration of ProxyLink with Integrated Platforms, including any issues relating to consumer scheduling, privacy, or data accuracy.

(g) ProxyLink reserves the right, at its sole discretion, to suspend or terminate access to any integration with Integrated Platforms if ProxyLink determines the integration violates applicable laws, regulations, or negatively impacts the user experience or security of the ProxyLink platform.

(h) Providers agree to comply with all applicable data protection and privacy laws, including but not limited to the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other relevant privacy regulations. Providers must implement industry-standard security measures to protect all consumer and ProxyLink data from unauthorized access, alteration, disclosure, or destruction. Providers shall promptly notify ProxyLink within 24 hours of becoming aware of any suspected or actual data breach, unauthorized access, or security incident affecting consumer or ProxyLink data. Providers shall cooperate fully with ProxyLink's efforts to investigate and remedy any such incident, including but not limited to providing all requested information, documentation, and assistance.

(i) Providers must delete all consumer data obtained through ProxyLink upon completion of service unless explicit consent from the consumer is documented permitting retention. Providers must provide proof of consent upon ProxyLink’s request.

(j) Providers must immediately notify ProxyLink (no later than 24 hours after discovery) of any unauthorized access, suspected security breach, or compromise involving consumer data or their ProxyLink account. Providers agree to cooperate fully in ProxyLink’s investigation and remediation efforts, providing any necessary documentation or assistance.

By integrating ProxyLink with any Integrated Platform, Providers affirm their understanding and agreement to comply with this section.

10. Liability and Indemnification

(a) You agree to indemnify, defend, and hold harmless ProxyLink, its affiliates, and agents from any claims, losses, or damages arising from your goods, services, breaches of these Provider Terms, or violations of law.

(b) ProxyLink's liability to you is limited to direct damages not exceeding fees paid by you in the prior 12 months (if any). ProxyLink has no liability for indirect, consequential, or punitive damages.

(c) You agree to maintain adequate insurance (e.g., general liability, professional liability, worker’s compensation) and provide proof upon request.

11. Third-Party Beneficiary Rights

Consumers are intended third-party beneficiaries of these Provider Terms solely with respect to the Guarantee and any associated Discounts. This means Consumers have the right to enforce these provisions directly against ProxyLink (subject to the Guarantee Terms), or to pursue independent claims against you if they choose not to accept a Guarantee remedy. Nothing herein limits a Consumer's ability to assert claims against you outside the scope of the Guarantee, provided they do not accept a payout requiring assignment under the Guarantee Terms.

12. Dispute Resolution

(a) Notwithstanding the arbitration clause, below, any claim by ProxyLink to recover amounts paid out under the 100% Satisfaction Guarantee due to your failure to satisfy the applicable industry benchmarks (as set forth in the Performance Benchmarks by Industry document) shall be resolved exclusively through the state or Federal Courts located in Jefferson County, Alabama, provided the claim falls within the jurisdictional limits of such court.

(b) All other disputes between you and ProxyLink shall be resolved through binding arbitration under the rules of the American Arbitration Association, held in Birmingham, Alabama, governed by Alabama law, without regard to conflict of laws.

(b) You agree to waive class actions or jury trials in all arbitrated claims.

(c) For Consumer-related disputes, you agree to cooperate with ProxyLink's investigation and resolution process.

13. Termination and Suspension

(a) ProxyLink may suspend or terminate your access to the Platform at any time for any reason.

(b) Upon termination, you must complete any pending transactions and cease using Platform branding.

(c) Sections surviving termination include indemnity, liability, and dispute resolution.

(d) Upon termination or suspension of Provider's access to the ProxyLink platform, Providers must immediately cease all use of ProxyLink branding, trademarks, and promotional materials. Providers shall fulfill all outstanding obligations relating to consumer transactions and cooperate fully with ProxyLink to ensure a smooth transition, including timely provision of any necessary information or documentation. Post-termination obligations include, without limitation, adherence to confidentiality obligations outlined in Section 15 (Confidentiality and Non-Disclosure), continued compliance with data protection requirements described in Section 9 (Data Privacy and Integration Risks), indemnification responsibilities, and dispute resolution provisions. ProxyLink reserves the right to pursue legal remedies for any breaches occurring prior to or following termination.

14. General Provisions
(a) Amendments: ProxyLink reserves the right to modify, amend, or update these Provider Terms at any time. Notice of amendments will be provided either by email notification sent to the email address associated with your account or by prominently posting the updated terms on the ProxyLink website at proxylink.co. Your continued use of ProxyLink’s services following such notification or posting signifies your acceptance and agreement to be bound by the amended terms. It is your responsibility to regularly review the terms for changes.

(b) Governing Law: These Provider Terms shall be governed by, interpreted, and enforced in accordance with the laws of the State of Alabama, United States of America, without regard to its conflict of law provisions. Any disputes arising out of or related to these terms or the services provided hereunder shall be resolved exclusively within the appropriate courts located in Alabama.

(c) Entire Agreement; Waiver: These Provider Terms constitute the entire agreement between you and ProxyLink relating to the subject matter herein and supersede all prior agreements, communications, representations, or understandings between the parties, whether written or oral. No waiver of any term, provision, or condition contained herein shall be valid unless made in writing and signed by an authorized representative of ProxyLink. Failure by ProxyLink to enforce any provision at any time shall not be interpreted as a waiver of its right to subsequently enforce that or any other provision.

(d) Severability: If any provision of these Provider Terms is deemed invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision will be severed from these terms without affecting the validity or enforceability of the remaining provisions, which will remain in full force and effect. The invalid or unenforceable provision shall be modified or interpreted to the maximum extent permitted by law so as to effectuate, to the extent possible, the original intention of the parties.

(e) Contact Information: If you have questions, concerns, or require further information regarding these Provider Terms or the services provided, please contact ProxyLink directly at admin@proxylink.co.

(f) Providers must immediately inform ProxyLink if they become aware of any actual or suspected violation of applicable laws or regulations relating to their participation on the ProxyLink platform, or their interactions with consumers. Providers agree to promptly cooperate with ProxyLink to resolve such violations.

15. Confidentiality and Non-disclosure
Providers agree to maintain the confidentiality of all proprietary, confidential, and sensitive information received or accessed through ProxyLink, including but not limited to consumer data, business strategies, pricing structures, technical data, marketing plans, and any other information designated as confidential ('Confidential Information'). Providers shall not disclose, use, or permit access to Confidential Information by any third party, except as expressly authorized by ProxyLink or required by law. Upon request or termination of Provider’s relationship with ProxyLink, Providers shall immediately return or destroy all Confidential Information in their possession and certify compliance with this obligation. Breaches of confidentiality may result in immediate suspension or termination of Provider's participation in ProxyLink and may subject Providers to legal action.

Effective Date: July 29, 2025

By onboarding to ProxyLink, you acknowledge that you have read, understood, and agree to these Provider Terms. If you do not agree, do not proceed.