Terms of Service

1. Acceptance of Terms

By accessing or using the Proxzimite Space Marketplace platform ("Platform"), including all associated websites, APIs, and services, you ("User") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must immediately discontinue use of the Platform.

These Terms constitute a legally binding agreement between you and Proxzimite Inc. ("Proxzimite," "we," "us," or "our"). Your continued use of the Platform following the posting of any changes to these Terms constitutes acceptance of those changes.

2. Platform Description & Scope

Proxzimite Space Marketplace is a business-to-business (B2B) procurement platform designed to connect verified buyers and suppliers of space-grade components, subsystems, materials, shared resources, and related services within the U.S. aerospace and defense supply chain.

The Platform provides:

• A searchable marketplace of verified U.S. suppliers and their product/service listings
• Request for Quotation (RFQ) creation, distribution, and management tools
• Supplier verification and compliance tracking capabilities
• Supplier discovery and RFQ routing
• Supply chain analytics, reporting, and community collaboration features

Proxzimite acts solely as an intermediary platform. We do not manufacture, sell, or supply any products or services listed on the Platform. All transactions are between the respective Buyer and Supplier.

3. Account Registration & KYC Requirements

To access certain features of the Platform, you must register for an account and complete our Know Your Customer (KYC) verification process. By registering, you represent and warrant that:

• You are at least 18 years of age and authorized to enter into binding contracts on behalf of your organization
• All information provided during registration is accurate, complete, and current
• Your organization is a legally incorporated entity within the United States or is otherwise authorized to conduct business within U.S. jurisdictions
• You will promptly update your account information to maintain its accuracy
• You will maintain the confidentiality of your account credentials and accept responsibility for all activities conducted under your account

Proxzimite reserves the right to request additional documentation—including but not limited to CAGE codes, DUNS numbers, SAM registrations, ITAR registrations, and organizational certifications—at any time. Failure to provide requested documentation may result in account suspension or termination.

4. Buyer Obligations

As a Buyer on the Platform, you agree to:

• Submit RFQs in good faith with accurate specifications, quantities, and timeline requirements
• Respond to supplier quotations in a timely manner and honor accepted quotes in accordance with their stated terms
• Maintain all required export licenses and authorizations necessary for the receipt and use of procured items
• Complete business verification as required by the applicable platform terms
• Conduct receiving inspections and report any discrepancies or non-conformances within the timeframe specified in the transaction terms
• Comply with all applicable federal, state, and local laws, regulations, and industry standards

5. Supplier Obligations

As a Supplier on the Platform, you agree to:

• Provide accurate and complete product listings, including specifications, pricing, lead times, certifications, and compliance information
• Maintain all certifications, registrations, and licenses displayed on your profile and promptly notify Proxzimite of any changes to your compliance status
• Respond to RFQs within the timeframe specified by the Buyer or within a commercially reasonable period
• Fulfill accepted orders in accordance with the agreed-upon specifications, quantities, delivery schedules, and quality standards
• Provide Certificates of Conformance (C of C), material traceability documentation, and test reports as required by applicable specifications
• Not engage in price manipulation, bid rigging, or any other anti-competitive practices
• Comply with all applicable federal, state, and local laws, including the Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) where applicable

6. Marketplace Transactions

All purchases and payments occur off-platform directly between buyer and supplier. Proxzimite does not process payments, hold funds, or provide off-platform services at this time.

7. ITAR & Export Control Compliance

The space procurement industry is subject to strict U.S. export control regulations, including but not limited to the International Traffic in Arms Regulations (ITAR, 22 CFR §§ 120–130), the Export Administration Regulations (EAR, 15 CFR §§ 730–774), and sanctions administered by the Office of Foreign Assets Control (OFAC).

All Users acknowledge and agree that:

• The Platform is operated within the United States and is intended for use by U.S. persons and authorized entities only
• Users shall not use the Platform to facilitate any transaction that would violate ITAR, EAR, OFAC regulations, or any other applicable export control laws
• Users shall not upload, transmit, or store ITAR-controlled technical data, CUI, classified information, or export-controlled materials through the platform
• Users are solely responsible for obtaining all required export licenses, agreements, and authorizations for their transactions

Proxzimite implements technical and organizational measures to support compliance but does not serve as a legal compliance authority. Users are responsible for independent compliance assessment with the assistance of qualified export control counsel.

8. Intellectual Property

All content, design elements, trademarks, logos, software, and technology comprising the Platform are the exclusive property of Proxzimite Inc. or its licensors and are protected by U.S. and international intellectual property laws.

Users retain ownership of all intellectual property rights in the content they submit to the Platform, including product descriptions, specifications, and technical documentation. By submitting content, you grant Proxzimite a non-exclusive, worldwide, royalty-free license to display, distribute, and use such content solely for the purpose of operating and promoting the Platform.

Users shall not reproduce, modify, distribute, reverse-engineer, or create derivative works of any Platform content or technology without prior written consent from Proxzimite.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROXZIMITE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or business opportunities
• Product defects, non-conformances, or failures in goods or services procured through the Platform
• Delays in delivery, shipment damage, or supply chain disruptions
• Unauthorized access to or alteration of your data or transmissions
• Statements or conduct of any third party on the Platform

PROXZIMITE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PROXZIMITE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROXZIMITE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Dispute Resolution

In the event of a dispute arising from a transaction conducted through the Platform, the parties agree to the following resolution process:

• Negotiation: The Buyer and Supplier shall first attempt to resolve the dispute through direct good-faith negotiation facilitated by the Platform's messaging system within 15 business days
• Mediation: If negotiation fails, either party may request mediation through a qualified third-party mediator mutually agreed upon by both parties, with costs shared equally
• Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in Wilmington, Delaware

Each party waives any right to a jury trial. Class action and class arbitration are not permitted under these Terms. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights.

11. Termination

Either party may terminate the User's account at any time:

• By User: You may close your account at any time by contacting our support team. Account closure does not release you from any obligations arising from transactions initiated prior to termination.
• By Proxzimite: We may suspend or terminate your account immediately, without prior notice, if we reasonably believe you have violated these Terms, engaged in fraudulent activity, failed to comply with applicable laws, or pose a risk to the security or integrity of the Platform.

Upon termination, your right to access and use the Platform ceases immediately. Any provisions of these Terms that by their nature should survive termination shall remain in full force and effect, including but not limited to intellectual property provisions, limitation of liability, indemnification, and dispute resolution.

Any pending matters at the time of termination will be handled in accordance with the applicable dispute resolution procedures.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law provisions.

Any legal action or proceeding not subject to the arbitration clause in Section 10 shall be brought exclusively in the federal or state courts located in New Castle County, Delaware. You consent to the personal jurisdiction of such courts and waive any objection to venue therein.

13. Changes to Terms

Proxzimite reserves the right to modify or replace these Terms at any time at our sole discretion. We will provide notice of material changes by posting the updated Terms on the Platform and updating the "Last updated" date at the top of this page.

For material changes that significantly affect your rights or obligations, we will provide at least 30 days' advance notice via email to the address associated with your account. Your continued use of the Platform after the effective date of any modifications constitutes acceptance of the revised Terms.

If you do not agree to the updated Terms, you must stop using the Platform and close your account before the changes take effect.

14. Contact

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us:

• Email: legal@proxzimite.com
• Mail: Proxzimite Inc., Attn: Legal Department, 1209 Orange Street, Wilmington, DE 19801, United States
• Platform: Contact Us