Terms of Service

1. Who We Are, and a Few Words

"Proxy", "we" and "us" mean Proxy LLC, a South Carolina limited liability company. "You" and "your" mean the person or business that buys our services. "Services" means everything we provide: design and development work, hosting, the Proxy Portal, BERT CMS, the BERT AI assistant, search engine optimization work, and anything else we agree to do for you.

"Site" means a website we build, host or manage for you. "Portal" means the Proxy Portal at portal.madebyproxy.com. "Plan" means the subscription you are on, as described on our pricing page.

2. What We Provide

We design and build websites, brands and software, we host and manage what we build, and we run search engine optimization programs. What you have bought is set out in your proposal, your invoice, or your subscription in the Portal.

Our services are provided on a business to business basis and are not intended for personal or household use.

Sites we host. For the time being we host only sites that Proxy built or cloned. A site built elsewhere comes through a Clone or a new build before we can host it. Adding and designing your own sites from inside the Portal is planned for a future release, and nothing in these terms obliges us to ship it by a given date.

SEO requires hosting with us. SEO and AI Search programs run only on sites we host, because the work is inseparable from the build. Every SEO plan includes Core hosting at no additional charge for as long as the plan is active. If you choose Ally instead, the value of Core is credited against it and you pay the difference. If your SEO plan ends, the hosting credit ends with it and the site moves to the standard rate for its plan, with notice before the change takes effect.

3. Your Account and Your People

You may invite as many people to your account as you like. We do not charge per seat and we do not count them. You are responsible for everyone you invite: what they do in your account is treated as something you did.

Keep your credentials to yourself, use a real email address that reaches a real person, and tell us promptly if you think someone has gotten into your account who should not have. You must be at least 18 and able to enter a contract on behalf of the business you name.

4. Fees and Billing

• Subscriptions renew. Monthly plans bill on the same day each month until you cancel. Annual and prepaid terms bill up front for the whole term.
• Project work. Clone and Upgrade conversions are billed 100% up front. Other design and development work is 50% to start and 50% before launch, unless your proposal says otherwise. We do not begin work before payment clears, and a site is not launched or handed over until the balance is paid in full.
• Search engine optimization. Monthly plans renew monthly. Six and twelve month terms are paid up front and are non-refundable once work has begun, because the work is front loaded and the results are not.
• Late payment. If a payment fails we will tell you and try again. We do not charge interest on a late balance. If an account reaches 60 days past due we may suspend hosting, which replaces the site with a neutral holding page until the balance is paid. Pay it and the site comes straight back.
• Taxes. Prices exclude sales, use and similar taxes. Where we are required to collect them, they are added to your invoice.
• Price changes. We may change plan prices with 30 days' written notice, effective at your next renewal. A prepaid term keeps its price until it ends. Your existing plan keeps running at its current price until you choose to move.
• Refunds. Subscription fees already paid are not refunded, including for a partial month. If we cancel your service for a reason that is not your fault, we refund the unused portion of what you prepaid.

5. Plan Allowances and Going Over

Every plan includes monthly allowances. The current ones live on the pricing page, and the live count for your account is always visible in the Portal. As of today we meter four things: file storage, AI credits, emails sent, and video call minutes. We do not meter visits, bandwidth, seats or contacts.

How we handle an overage. We warn you before you get there, and the top-up is a button in your billing tab. We do not automatically charge you for going over, and we do not delete anything for going over. If you do not buy more, the metered feature pauses until the next cycle or until you top up.

Surge protection. One billing month above your plan's ceiling is forgiven; a spike is a good thing happening to your business and we would rather hear about it than bill for it. If an account runs above its ceiling two consecutive months, we will ask you to move to the plan that fits, on 30 days' written notice and with a chance to bring usage back down first.

Video. Large video files belong on a streaming service rather than in the media library, because uncached reads of large objects are the one thing on our stack that gets genuinely expensive. We will set that up for you on request. We may ask you to move large video off the media library, and we may cap the size of a single upload. We will never cap your audience.

6. The Free Build Offer

We sometimes include a website build at no separate charge when you prepay a six or twelve month search engine optimization term. The terms of that offer:

• The term is paid up front and is not refundable once we have started work.
• The build is delivered against the scope on the pricing page and in your proposal. Anything outside that scope is quoted separately.
• If you cancel the search engine optimization term early for a reason other than our material breach, the list price of the build becomes payable, less the portion of the term you have already paid.
• For conversion tiers, search work begins right away. For branded builds, the search program begins once the site is built, and the term is measured from that date.

7. Project Work

• Scope. Your proposal sets the scope: page count, concepts and what is included. Additional pages, concepts, languages or functionality are priced as shown on the pricing page or quoted before we start them.
• Revisions. Revisions are unlimited within the agreed scope. Most are handled by our AI design assistant, on request, around the clock. Human design work is included on the Ally plan up to the monthly item count, and billed hourly on other plans at the rate on the pricing page. A revision that changes the scope, such as a new page or a different direction after sign-off, is new work.
• Your part. We need content, feedback, approvals and access to the things we are working on. If a project goes quiet for more than 30 days we may invoice the work completed to date and reschedule the remainder. Timelines we give you assume your side keeps moving too.
• Timelines. On Clone and Upgrade projects, your first concepts are delivered within 5 days. A Clone launches within 10 days. An Upgrade is creative work, so its launch date is an estimate, not a guarantee: in most cases 10 days covers two rounds of revisions and launch, and each additional round adds 2 days.
• Sign-off. Written approval of a design or a launch is what moves a project to the next stage. After launch, a change is either a revision under your plan or new work, as above.
• Carbon copy conversions. A conversion reproduces your existing site on our stack: the same look, the same words, the same page addresses and the same links, measured against your live site before we call it done. It is a faithful rebuild, not a redesign, and it is not a promise of any particular search ranking.

8. Who Owns What

You own your side. On full payment, you own the final deliverables we make for you: the design, the copy we write for you, your logo and brand assets, and the site's source files. Your domain is yours and always was.

We own our tools. We keep ownership of the things we bring to every project: the Portal, BERT CMS, BERT, our frameworks, component libraries, scripts, internal tooling and know-how. You get a license to use those as part of your service, for as long as you are a customer. That license ends when your service ends.

Third party assets. Fonts, stock imagery and plugins are licensed, not owned. We will tell you which ones your project uses and what the license requires.

Portfolio. We may show finished work in our portfolio and marketing, and name you as a client, unless you tell us in writing not to.

Repositories and handover. Source code repositories and hosting accounts are transferred or shared once the project is paid in full.

9. Your Content

Everything you upload stays yours. You give us the permission we need to host it, back it up, serve it, resize it and otherwise process it so the service works. That permission is limited to running the service and ends when your content is deleted.

You are responsible for what you upload: that you have the right to use it, that it is accurate, and that it follows the Acceptable Use Policy. We do not review your content before it goes out, though we may remove anything that breaches the policy below.

10. AI Features

The Portal includes AI features: BERT, the design assistant, the co-pilot chat and AI assisted content. Three things to know.

• Check the output. AI gets things wrong. Review anything it produces before you publish it or send it to a customer. You are responsible for what goes out under your name.
• It runs on credits. AI work draws from your monthly credit allowance, whoever triggers it. When credits run out the AI features pause until the next cycle or until you buy more.
• It uses a third party model provider. Your prompts and the content they touch are sent to that provider to generate a response. We do not sell your data and we do not authorize its use to train public models.

11. Third Party Services

Running your site and your Portal means using other companies: infrastructure and edge network providers, payment processors, email delivery, video calling, analytics and AI model providers. Their outages, changes and terms can affect your service. We choose them carefully and we are not responsible for their acts or omissions beyond what section 16 allows.

12. Uptime, Backups and Support

• Uptime. We target 100% uptime for sites we host and we monitor them. Scheduled maintenance, events outside our control, and problems caused by your own code or third party services are not counted against that target. Where a hosted site suffers a prolonged outage that is our fault, your remedy is a service credit against the affected month.
• Backups. We take automatic daily backups of hosted sites and Portal data. Backups are a safety net for us, not an archive service for you; keep your own copies of anything you cannot afford to lose.
• Support. Support runs through the Portal. AI support answers instantly, around the clock. Human support runs during business hours, with priority handling on the Ally plan.
• Warranty on builds. Sites we build carry a one year warranty: if something we built breaks on its own, we fix it at no charge. The warranty does not cover changes made by you or a third party, new browser or platform requirements, or new functionality.

13. Warranties and What We Do Not Promise

We promise to perform our services with reasonable skill and care, in a professional manner, by people who know what they are doing. Beyond that, and beyond the warranty above, the services are provided "as is" and we disclaim all other warranties to the fullest extent the law allows, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Specifically, we do not promise any particular search ranking, traffic volume, lead count or revenue. Search engines and AI answer engines are third parties whose behavior we do not control. We promise the work, the method and the reporting, not the algorithm's response to it.

14. Suspension and Termination

• By you. Cancel any time from your billing tab or by writing to us. Cancellation takes effect at the end of the current billing period. Prepaid terms run to the end of the term.
• By us, for non-payment. If an invoice reaches 60 days past due, we may suspend the service after notice. A suspended site shows a neutral holding page rather than disappearing. Pay the balance and it comes straight back.
• By us, for a breach. If you breach these terms or the Acceptable Use Policy, we will tell you what the problem is and give you 30 days to fix it, after which we may suspend or terminate. We may act immediately, without that window, where there is a real risk to our systems, to another customer, or of illegal activity or serious harm.
• Either of us, for convenience. Either side may end an ongoing service with 30 days' written notice, subject to any prepaid term and to section 6.

15. Leaving

If you go, you take your things with you. On request within 30 days of cancellation we will export your site files, your content and your Portal data in a standard format, and help your new provider point the domain. Reasonable migration help is free; a full hands-on migration is quoted.

After that 30 day window we may delete your data from our live systems. Backups age out on their normal schedule. We keep what we have to keep for tax, accounting and legal reasons.

16. Limitation of Liability

Neither side is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or lost business opportunity, even if told those were possible.

Our total liability arising out of or relating to the services, in aggregate, is capped at the fees you paid us in the [twelve] months before the event that gave rise to the claim.

Nothing here limits liability that cannot be limited by law, including for fraud, willful misconduct, or death or personal injury caused by negligence.

17. Indemnity

You will defend and indemnify us against third party claims arising from your content, your use of the services in breach of these terms or the Acceptable Use Policy, or your violation of someone else's rights. We will defend and indemnify you against third party claims that our own original deliverables infringe their intellectual property. In each case the indemnified side must give prompt notice and reasonable cooperation, and the indemnifying side controls the defense.

18. Confidentiality

Each side will protect the other's non-public business information with at least the care it uses for its own, and will use it only to perform or receive the services. This does not cover information that is public, already known, independently developed, or required to be disclosed by law.

19. Changes to These Terms

We may update these terms and the Acceptable Use Policy. For material changes we will give at least 30 days' notice by email or in the Portal, and they take effect at your next renewal. Continuing to use the services after that means you accept them. Plan allowances and prices change the way section 4 and section 5 describe, on the pricing page, and are incorporated here by reference.

20. Governing Law and Disputes

These terms are governed by the laws of South Carolina, without regard to conflict of laws rules. Any dispute will be brought in the state or federal courts located in South Carolina, and both sides consent to that venue.

Before filing anything, talk to us. Most of what ends up in a dispute started as a misunderstanding that a phone call would have fixed. Each side agrees to give the other 30 days' written notice and a genuine chance to resolve the issue first.

21. General

• Whole agreement. These terms, the Acceptable Use Policy, the pricing page and your proposal are the whole agreement between us on their subject, and replace anything said before.
• No assignment. Neither side may assign this agreement without the other's consent, except to a successor of its business.
• Independent contractors. We are your vendor, not your employee, partner or joint venturer.
• Severability and waiver. If a provision is unenforceable, the rest stands. Not enforcing something once does not waive it later.
• Force majeure. Neither side is liable for delays caused by events outside its reasonable control.
• Notices. Written notice means email to the address on your account, or to [LEGAL NOTICE EMAIL] for us.

Acceptable Use Policy

This policy is part of the Terms of Service. It covers what you may not do with our systems, and it applies to everyone in your account. We keep it short and we enforce it evenly.

Content You May Not Host or Send

• Anything illegal where you or your audience are.
• Content that infringes someone else's copyright, trademark or other rights.
• Child sexual abuse material, or any sexual content involving minors. We report this to the authorities, immediately and always.
• Content that harasses, threatens, defames, or incites violence against a person or group.
• Malware, phishing pages, credential harvesters, or anything designed to deceive a visitor into handing over money or information.
• Fraudulent offers, pyramid or Ponzi schemes, or fake reviews, credentials or records.
• Adult content, gambling, firearms, pharmaceuticals, cryptocurrency offerings and similar regulated categories, unless we have agreed to it in writing in advance.

Things You May Not Do With the Systems

• Break into, scan, probe or test the security of our systems or anyone else's, or try to reach another customer's data.
• Work around a plan limit, a meter, a suspension or an access control.
• Resell, sublicense or white-label the Portal as your own product without a written agreement from us. Inviting your own clients and team into your account is fine and encouraged; reselling accounts is not.
• Run cryptocurrency mining, botnets, open proxies, VPN exit nodes, tor relays, or general purpose file storage and distribution unrelated to your site.
• Use the platform in a way that degrades it for other customers, including automated traffic that exists only to consume resources.
• Scrape the Portal, or use it to build a competing product.

Email

Our email deliverability is shared, so one bad list hurts every customer. Sending from the Portal means:

• You only email people who asked to hear from you. No purchased, rented, scraped or harvested lists, ever.
• Every marketing email carries a working unsubscribe link and a real postal address, and you honor unsubscribes promptly.
• You follow the law that applies to your recipients, including CAN-SPAM, CASL and GDPR where relevant.
• Your From address and subject line are honest about who is writing and what the message is.
• You keep bounce and complaint rates within normal ranges. We may pause sending on an account whose rates threaten the shared reputation, and we will tell you why.

Resources and Fair Use

We do not meter visits or bandwidth, and we do not want to. That generosity assumes normal website use. Storing large video libraries in the media library, using the platform as a file distribution service, or driving artificial traffic are not normal website use, and we will ask you to move that workload to the right tool. Section 5 sets out how we handle an account that keeps running over.

AI Features

Do not use our AI features to produce anything on the prohibited list above, to impersonate a real person or organization, or to generate content designed to mislead. The AI is a tool in your account; what it writes under your name is your responsibility.

Enforcement

Where we can, we will tell you what the problem is and give you a chance to fix it. Where there is real risk to our systems, another customer, or someone's safety, we will act first and explain afterwards. Report abuse to [ABUSE EMAIL].

Contact

Questions about any of this, including the parts a lawyer wrote, go to hello@madebyproxy.com. We would rather answer a question now than argue about a clause later.

Proxy · 1855 E Main St Ste 14, Spartanburg, SC 29307