Last updated: September 23, 2026
These Terms of Service (the "Terms") are a contract between Proxywise AI, Inc., a Delaware corporation ("Proxywise", "we", "us"), and the organization that creates an account or subscribes to the Service (the "Subscriber", "you"). By creating an account, accepting these Terms at sign-up or checkout, or using the Service, you agree to them on behalf of your organization and confirm that you are authorized to do so. If you do not agree, do not use the Service.
2.1 Business use. The Service is offered to organizations and to professionals acting for an organization. It is not offered to consumers. You must be at least 18 and authorized to bind your organization.
2.2 Accounts. You create an account through our sign-in provider and give accurate, current information. You are responsible for keeping credentials confidential, for all activity under your Organization, and for telling us at founders@proxywise.ai promptly if you learn of unauthorized use.
2.3 Authorized Users. You may invite Authorized Users into your Organization. Each is bound by these Terms, and you are responsible for their compliance. Users of the same Organization see the Customer Content its members add.
2.4 Organization administrator. The person who creates the Organization, and anyone they designate, may manage users, billing and settings on your behalf.
3.1 What the Service is. Proxywise is software. It applies a voting policy to a company's public SEC filings and flags ballot items for your review, showing the rule that applied and the evidence from the filing. The output is impersonal research generated by an AI system from public information under a policy that you selected or wrote. It does not take into account the circumstances of any particular investor, and it is not a recommendation to vote in any particular way.
3.2 Your decisions. You decide how to vote, and you remain responsible for your own voting decisions, for any fiduciary duties you owe, and for compliance with the laws and mandates that apply to you. AI-generated output can contain errors or omissions: verify a governance flag against the filing before acting on it. Output is not unique to you: because Reports are generated from public filings under a Policy, the same or similar output may be produced for other subscribers who apply the same or a similar Policy.
3.3 What Proxywise does not do. Proxywise provides software and research tools. Proxywise does not exercise voting authority on your behalf, does not make voting decisions for you, and takes no position on any company or proposal. You select or configure the Policy the Service applies and remain responsible for reviewing the underlying evidence and determining how to vote. Proxywise is not registered with the SEC as an investment adviser, and nothing provided through the Service constitutes investment, legal or tax advice or an offer to buy or sell any security. Using the Service creates no fiduciary or advisory relationship.
3.4 Policies. A Benchmark Policy is published by Proxywise and may be revised between proxy seasons; we tell you when the version applied to a Report changes. A Custom Policy is yours: the Service applies your rules and does not author them, and we make no representation that any Policy is suitable for your mandate.
3.5 Coverage. The Service covers shareholder meetings of companies that file proxy materials with the US Securities and Exchange Commission, as described on the pricing page. Coverage, timing and features may change, and a Report for a given meeting may be delayed or unavailable.
4.1 Access-code trial. If Proxywise gives you an access code, you may open an Organization without a payment method. The trial period and Credit allowance are stated with the code. When the period ends, the Organization becomes read-only unless you subscribe, and nothing is charged.
4.2 Card-on-file trial. Without an access code, you may start a free trial of the length shown at checkout (currently seven days) by selecting a plan and providing a payment method. When the trial ends it converts automatically to a paid monthly subscription on the plan you selected, and the first monthly fee is charged to that payment method. To avoid the charge, cancel from the Manage plan page before the trial ends. We send a reminder to your account email before conversion.
4.3 One trial per Organization. Each Organization is eligible for one trial. We may change or withdraw trial offers at any time for new sign-ups; a trial already started continues on the terms shown when it began.
5.1 Plans. Plans, prices and what they include are shown on the pricing page at the time of your Order. Subscriptions are monthly, billed in advance, and renew automatically each month until cancelled.
5.2 Payment. Fees are charged to the payment method on file through our payment processor. You authorize recurring charges for each renewal and for any add-on you purchase, and you keep your payment method current. If a charge fails we retry; if it still fails after seven days we may suspend the Organization until payment is made.
5.3 Taxes. Prices exclude sales and similar taxes, which we collect where we are required to.
5.4 Price changes. We may change prices with at least 30 days' notice by email to the account email. The new price applies from your next renewal after the notice period. If you do not agree, cancel before that renewal.
5.5 Cancellation. Cancel at any time from the Manage plan page. Cancellation takes effect at the end of the current billing period; access continues until then.
5.6 No refunds. Fees, elapsed subscription periods and used Credits are not refundable, except where Section 11.3 applies or where the law requires. Billing questions go to founders@proxywise.ai.
6.1 Monthly allowance. A paid Organization receives the number of Credits shown for its plan on the pricing page at the start of each monthly billing period. A trial Organization receives the allowance stated in Section 4 or with its access code.
6.2 What a Credit buys. One Credit is used each time you request a Report for a meeting. Reports that Proxywise pre-generates under a Benchmark Policy for the index coverage shown on the pricing page do not use Credits. A re-run you request for a meeting that already has a Report uses a Credit.
6.3 Rollover. Unused Credits carry forward into later months up to the balance cap shown on the pricing page. While the balance is at the cap, the monthly allowance does not add to it; rollover resumes once a drawdown takes the balance below the cap.
6.4 Credits are not refundable. A Credit is used when generation starts. Once a Report has been generated the Credit is not refundable, including where you requested the wrong meeting or consider the Report inaccurate or incomplete. Where our systems fail to produce a Report, we may at our discretion restore the Credit.
6.5 No cash value. Credits have no cash value, cannot be transferred between Organizations, and expire when the Organization is terminated.
7.1 License. For the term of your subscription or trial we grant your Organization a limited, non-exclusive, non-transferable license, conditional on compliance with these Terms, to use the Service and the Reports for your Organization's internal stewardship, research and governance work. Reports may be viewed, downloaded and circulated among your Authorized Users, shared through the Service's own sharing features, and disclosed in the ordinary course of that work to your outside counsel, auditors, stewardship consultants, trustees, board members and regulators, in each case under confidentiality and keeping the Proxywise attribution and the disclaimer intact. You will not publish, resell, sublicense or otherwise redistribute Reports or any part of the Service beyond this.
7.2 Restrictions. You will not, and will not let others: resell, sublicense, publish or redistribute the Service or Reports; scrape, crawl or bulk-extract data beyond the export features we provide; reverse engineer the Service or build a competing product or dataset from it; use Reports or other output to train a machine-learning model; circumvent Credits, access controls or usage limits; share logins; upload content you lack the right to upload; or use the Service unlawfully or to infringe another's rights.
7.3 Suspension. We may suspend access for a breach of this Section, for non-payment, or to protect the Service or other subscribers, and will tell you why and how to resolve it where practicable.
8.1 Ownership. You own your Customer Content. You grant Proxywise a license to host, process, display and transmit it solely to provide the Service to your Organization and as this Section allows.
8.2 Organization scope. Customer Content is visible to the Authorized Users of your Organization. It is used only to produce Reports and features for your Organization. It is not used to produce results for any other organization, is not disclosed to other subscribers, and is not used by Proxywise or its providers to train machine-learning models.
8.3 Confidentiality, both ways. Each party will keep the other's Confidential Information confidential, use it only to perform under these Terms, and limit access to personnel and service providers who need it and are bound by confidentiality obligations. Your Confidential Information is your Customer Content and non-public information about your Organization. Ours is non-public information about the Service, including pricing, unreleased features, Benchmark Policy rule text and security details. Confidential Information does not include information that is public, that the receiving party already held, that it receives independently, or that it must disclose by law, in which case it tells the other party where the law allows.
8.4 Service Data. We collect and own Service Data and use it to operate, secure and improve the Service. Service Data never identifies your Organization, its portfolio or any person.
8.5 Reports. A Report generated under a Benchmark Policy is Proxywise's work product from public filings; it contains no Customer Content and may be shown to other subscribers. A Report generated under your Custom Policy is generated for your Organization alone and is treated as Customer Content for confidentiality, while the underlying engine, formats and methodology remain Proxywise's.
8.6 Your responsibilities. You have the rights needed to upload Customer Content, it is lawful, and it contains no more personal information than the Service needs. Do not upload Social Security or other government identification numbers, full payment-card numbers, health or medical information, biometric data, or other highly sensitive personal information; the Service is not designed for them and we may remove them.
8.7 Export and deletion. You may export your Customer Content through the Service's export features or by asking us. After termination we delete Customer Content within 60 days, except copies in routine backups (deleted on their own cycle) and records we must keep by law.
9.1 Our property. The Service, the Benchmark Policies, the engine, methodology, formats, software, trademarks and Service Data belong to Proxywise and its licensors. These Terms grant no rights other than the license in Section 7. If you give us feedback, we may use it without obligation to you.
9.2 Third-party services. The Service relies on third-party providers for sign-in, payments, hosting, AI processing, analytics and email. Their availability is outside our control, and their terms govern your direct relationship with them where one exists.
9.3 Public data. Reports are built from filings on the SEC's EDGAR system and other public sources. We do not control those sources, and filings may be late, amended or withdrawn. We do not warrant that public data is complete, current or accurate.
9.4 Index and company names. Index names and company names are the trademarks of their owners. Proxywise is not affiliated with or endorsed by any index provider, issuer or proxy adviser named in the Service.
9.5 Beta features. Features marked beta, preview or experimental are provided for evaluation, may change or be withdrawn, and carry no commitment.
10.1 As is. The Service and Reports are provided as is and as available. To the fullest extent the law allows, we disclaim all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the Service or Reports will be accurate, complete, timely, uninterrupted or error-free. Section 3 applies to everything the Service produces.
10.2 Exclusion. To the fullest extent the law allows, Proxywise is not liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, or for any voting decision or its outcome, however caused and under any theory of liability, even if advised of the possibility.
10.3 Cap. Proxywise's total liability arising out of or relating to the Service or these Terms is limited to the fees your Organization paid to Proxywise in the twelve months before the event giving rise to the claim, or 100 US dollars if no fees were paid.
10.4 Exceptions. These limits do not apply where the law does not allow them to be limited, or to a party's fraud or wilful misconduct.
10.5 Indemnity. You will defend and indemnify Proxywise and its officers, directors and employees against third-party claims, and the resulting losses and reasonable costs, arising from your Customer Content, your use of the Service in breach of Section 7.2 or of applicable law, or your material breach of these Terms. We will notify you promptly and cooperate at your expense.
10.6 Basis of the bargain. The pricing reflects this allocation of risk, and these limits are an essential part of the agreement.
11.1 Term. These Terms apply from the moment you create an account until your Organization is terminated.
11.2 By you. You may cancel your subscription under Section 5.5 or ask us to close your Organization at any time.
11.3 By us. We may terminate for a material breach that is not cured within ten days of notice, or immediately for a breach of Section 7.2 or for conduct that harms the Service or other subscribers. We may also discontinue the Service or a plan on at least 30 days' notice; if we do, we refund the prepaid fees for the unused part of your current period, which is the only case in which fees are refunded.
11.4 Effect. On termination your access ends, unpaid fees become due, Credits expire, and Section 8.7 governs your Customer Content, with a 30-day export window before deletion. Sections 3, 8.3, 8.4, 9, 10, 11.4 and 12 survive.
12.1 Changes to these Terms. We may update these Terms. For a material change we give at least 30 days' notice by email to the account email before it takes effect. Continued use after that date is acceptance; if you do not agree, cancel before it.
12.2 Governing law and courts. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The state and federal courts located in Delaware have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to their jurisdiction and venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
12.3 Entire agreement and precedence. These Terms, your Order and the Privacy Policy are the entire agreement between us about the Service and replace any earlier discussions. If they conflict, a signed agreement between us prevails, then a data processing addendum for data-processing matters, then your Order, then these Terms, then the Privacy Policy. Terms on a purchase order or vendor form of yours do not apply unless we sign them.
12.4 Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or a successor in a merger, acquisition or sale of assets, with notice to you.
12.5 Notices. Notices to you go to the account email of your Organization administrator. Notices to us go to Proxywise AI, Inc., 169 Madison Avenue, STE 38587, New York, NY 10016, US, or founders@proxywise.ai.
12.6 Other terms. If any provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control, other than payment obligations. The parties are independent contractors. There are no third-party beneficiaries. You will comply with US export and sanctions laws in using the Service.
12.7 Contact. Proxywise AI, Inc., 169 Madison Avenue, STE 38587, New York, NY 10016, US. founders@proxywise.ai.
