Terms & Conditions

These terms of use are entered into by and between Fund and PRXY CO., a Delaware corporation (“PRXY”). The following terms, as well as the applicable terms and conditions of the MASTER SERVICES AGREEMENT (“the Agreement”), govern Fund’s access to and use of the PRXY Software Platform, PRXY Documentation, and Services (as those terms are defined in the Agreement).

By using the PRXY Software Platform, Fund accepts and agrees to be bound and abide by the following terms.

Fund shall not, and shall not permit any other Person to do any of the following:

• copy, modify, or create derivative works or improvements of the PRXY Software Platform, PRXY Documentation, or Services;
• rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer any aspect of the PRXY Software Platform, PRXY Documentation, or Services or otherwise make any aspect of the PRXY Software Platform, PRXY Documentation, or Services to any Person other than Authorized Users (as defined in the Agreement);
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the PRXY Software Platform, in whole or in part;
• bypass or breach any security device or protection used by the PRXY Software Platform or access or use the PRXY Software Platform, PRXY Documentation, or Services other than by an Authorized User through the use of his or her own then valid access credentials;
• input, upload, transmit, or otherwise provide to or through the PRXY Software Platform, any information or materials that are unlawful or injurious, or contain, transmit, or activate any “Harmful Code,” which is any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Fund or any Authorized User from accessing or using the PRXY Software Platform or Services as intended by this Agreement.
• damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the PRXY Software Platform, PRXY Documentation, or Services, or PRXY's provision of services to any third party, in whole or in part;
• remove, delete, alter, or obscure any trademarks, disclaimers, or copyright, trademark, patent, or other intellectual property or proprietary notices from PRXY Software Platform or any PRXY Documentation, including any copy thereof;
• access or use the PRXY Software Platform or any PRXY Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable Law;
• access or use the PRXY Software Platform or any PRXY Documentation for purposes of competitive analysis of the PRXY Software Platform, PRXY Documentation, or Services, the development, provision, or use of a competing software service or product or any other purpose that is to the PRXY's detriment or commercial disadvantage; or
• otherwise access or use the PRXY Software Platform, PRXY Documentation, or Services beyond the scope of the authorization granted under this Section.

PRXY may temporarily suspend Fund's and any Authorized User's access to any portion or all of the PRXY Software Platform, PRXY Documentation, or Services if: (i) PRXY reasonably determines that (A) there is a threat or attack on any of the PRXY Software Platform; (B) Fund's or any Authorized User's use of the PRXY Software Platform disrupts or poses a security risk to the PRXY Materials or to any other customer or vendor of PRXY; (C) Fund, or any Authorized User, is using the PRXY Software Platform or Services for fraudulent or illegal activities; (D) subject to applicable law, Fund has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (E) PRXY's provision of the Services to Fund or any Authorized User is prohibited by applicable law; or (F) Fund or any Person who gained access to the PRXY Software Platform, PRXY Documentation, or Services through the Fund violated the Use Restrictions listed above; (ii) any vendor of PRXY has suspended or terminated PRXY's access to or use of any third-party services or products required to enable Fund to access the PRXY Software Platform or Services; or (iii) Fund fails to pay amounts due (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). PRXY shall use reasonable efforts to provide written notice of any Service Suspension to Fund and to provide updates regarding resumption of access to the Services following any Service Suspension. PRXY shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. PRXY will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Fund or any Authorized User may incur as a result of a Service Suspension.

Fund is responsible and liable for all uses of the PRXY Software Platform, PRXY Documentation, or Services made possible by the access that PRXY provides to Fund, regardless of whether such use was authorized by Fund or permitted by the Agreement or in violation of the Agreement or these terms of use. Without limiting the generality of the foregoing, Fund is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Fund will be deemed a breach of this Agreement by Fund. Fund shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions.

Fund shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), that prohibit or restrict the export or re-export of the Services or any Fund Data outside the US.

The PRXY Software Platform and Documentation is a "commercial product" as that term is defined at 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Fund is an agency of the US Government or any contractor therefor, Fund only receives those rights with respect to the PRXY Software Platform and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government users and their contractors.