Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is between Proxara, Inc. (“Proxara”) and the customer identified in an Order Form (“Customer”). Each is a “Party.” An Order Form becomes binding when both Parties sign it. This Agreement governs pilots and paid subscriptions alike. A pilot is a subscription whose term, scope and fees are stated in its Order Form.

1. Definitions

Authorized User means an employee or contractor of Customer whom Customer permits to install or use the Service.

Connected System means a system of Customer’s that Customer connects to the Service, such as Microsoft 365 (Outlook, SharePoint, OneDrive and Teams), Karbon or CCH Axcess, through the consent, keys or settings Customer’s administrators give.

Confidential Information means non-public information disclosed by one Party to the other that is marked confidential or reasonably should be understood as confidential. Customer Data, security information, pricing and this Agreement are Confidential Information.

Customer Data means data the Service reads from Connected Systems, files Authorized Users submit to the Service, the copies and answers the Service returns, the client record, identity records and restoration records the Service keeps for Customer, actions proposed and approved through the Service, Customer’s settings and firm policy, audit and usage records, and any other data processed for Customer through the Service.

Documentation means the current guides, security and privacy documentation Proxara publishes for the Service at redact.proxara.ai/redact/docs or provides to Customer.

Order Form means a signed ordering document that identifies Customer and states the term, fees, number of Authorized Users or firms covered, service hours, support contacts, retention and exit terms, and any negotiated commitments.

Service means Proxara as described in Section 2.

2. The Service

Proxara runs a separate environment for Customer (its own application and database, with keys held for Customer) in Proxara’s Microsoft Azure environment in the United States. The Service consists of:

1. The connector for AI assistants, through which an Authorized User’s AI assistant (such as Claude) can find clients, read documents, search and answer questions about Customer’s work in the Connected Systems the Authorized User can already open. Before results are given to the assistant, the Service replaces client names and identifiers it recognizes with consistent codes. The Authorized User sees the real values in the Proxara window shown inside the assistant.
2. The client record, which the Service builds by reading Customer’s Connected Systems with a model Proxara runs on its own Azure GPU capacity: who each client and related party is across systems, which documents mention them, and facts drawn from those documents with the evidence for each.
3. Approved actions, through which the assistant can propose an action in a Connected System (for example a client email from the Authorized User’s own mailbox, a Karbon update or filing a document). Each action is shown to an Authorized User with the real values and runs only after that Authorized User approves it.
4. The admin console, where Customer’s administrators connect systems, choose what the Service may read, manage people and settings, review matches between records, and see activity.
5. Windows Redact, a Windows application that adds a Redact command to File Explorer. An Authorized User selects one or more files and chooses Redact. The application sends the selected files to the redaction service and saves the returned copy beside the original. The original file is not changed.
6. The redaction service for files selected in Windows Redact. It reads each file, replaces the names and identifiers it recognizes as sensitive with consistent tags (pseudonymization), and returns a copy in the same format where the format allows. When an Authorized User selects a file that contains the Service’s tags, the service restores the names and values it can verify and returns a restored copy.
7. The firm policy page, a private setup page where Customer’s administrator can upload a policy document, review the instructions drawn from it, and explicitly save firm-specific redaction guidance. Saved guidance applies to new redactions. The Service does not change Customer’s policy on its own.
8. The Slack leadership view (optional), a Slack app Customer may install into its own Slack workspace to show designated leaders operational usage figures and a weekly digest.

The Service reads only the Connected Systems and the parts of them Customer’s administrators connect, and files an Authorized User selects. Each Authorized User’s access follows the access that person already has in the Connected Systems. The Service does not monitor devices, intercept network traffic, or watch what employees type or upload to other applications. The Service gives an AI assistant only what an Authorized User’s assistant asks for through the connector, with recognized names and identifiers replaced by codes. Text an Authorized User types or attaches in the assistant itself goes to the assistant’s provider directly and is not processed by the Service. Windows Redact does not send files or copies to any AI provider; Authorized Users decide whether to give a returned copy to an AI provider or anyone else.

For Windows Redact, the Service returns a copy only when it has completed and verified the redaction, or when a complete read of the file found nothing to protect (in which case the copy is identical to the original and the Service says so). In every other case it refuses the file and returns nothing.

3. License

Subject to this Agreement and payment of fees, Proxara grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Order Form term to use the Service, connect it to Customer’s AI assistants and Connected Systems, and install the Windows application on devices used by Authorized Users, for Customer’s internal business purposes.

4. Customer responsibilities

Customer will:

• connect only the Connected Systems, sites, mailboxes and records it intends the Service to read, and keep the people and permissions in those systems current;
• review, and require Authorized Users to review, each action before approving it and each returned copy before sharing it with anyone, including an AI provider;
• decide which AI assistants and providers its people use and what they type or attach there. Those providers, and the providers of the Connected Systems, are Customer’s own vendors under Customer’s own agreements. They are not Proxara Subprocessors;
• distribute the Windows installer only to its own Authorized Users. Each installer carries Customer’s access to the Service, and anyone who runs it can redact and restore files for Customer;
• keep the company setup link private and share it only with the administrators who manage Customer’s policy and setup;
• set, review and maintain its firm redaction policy;
• tell Proxara promptly if an installer or setup link may have reached someone outside Customer;
• obtain any client consent, employee notice, professional approval or other legal basis its use requires, including any consent required under Internal Revenue Code Section 7216; and
• follow the Acceptable Use Policy.

Customer remains responsible for its professional judgments, filings, advice and legal conclusions. Proxara does not provide legal, tax, accounting or compliance advice and does not determine that Customer’s use complies with Section 7216 or any other professional obligation.

5. What the Service does not promise

Codes and redaction are applied by a model that identifies sensitive information in context. It can miss sensitive information, and it can remove information that was useful. Answers, matches between records, facts and proposed actions come from models and from Customer’s own data, and can be incomplete or wrong; an Authorized User remains responsible for checking them before relying on them or approving an action. Proxara does not warrant that every answer is complete or correct, that the Service will detect every sensitive value, that a returned copy is anonymous, that the formatting, layout, formulas or embedded content of every file will be preserved, that restoration will reproduce every original wording, or that any file will finish within a particular time. The Service can refuse a file. Supported files and limits describes the formats and limits observed to date.

6. Fees and taxes

Customer will pay the fees, expenses, payment schedule and taxes stated in the Order Form. No pricing, renewal, service credit or usage commitment applies outside a signed Order Form.

7. Ownership and use of Customer Data

As between the Parties, Customer owns Customer Data. Proxara receives only the rights necessary to provide, operate, maintain, support and secure the Service for Customer, and to report Customer’s own usage to Customer.

Proxara will not sell or share Customer Data. Proxara will not use Customer Data to train or improve models or services for anyone other than Customer without Customer’s express written authorization and every authorization that applicable tax, privacy or other law requires.

Proxara and its licensors own the Service, its software, the Documentation and related intellectual property. Customer receives no ownership in them. If Customer gives feedback, Proxara may use it without obligation, provided the feedback contains no Customer Data.

8. Confidentiality

The receiving Party will use the disclosing Party’s Confidential Information only to perform or exercise rights under this Agreement, protect it with at least reasonable care, and disclose it only to personnel, advisers and providers who need it and are bound to protect it.

Confidential Information excludes information the receiving Party can show was lawfully public without breach, already known without restriction, independently developed without use of the information, or lawfully received from another source without a duty of confidentiality.

If legally compelled to disclose, the receiving Party will give prompt notice where lawful and reasonably cooperate to limit disclosure. Confidentiality obligations survive for five years after termination. Trade secrets remain protected while they qualify as trade secrets, and Customer Data remains protected for as long as Proxara holds it.

9. Security and data protection

Proxara will maintain security measures appropriate to the Service and the sensitivity of Customer Data, as described in the Security Overview. The Data Processing Addendum governs personal information and forms part of this Agreement.

Proxara personnel who administer the Service’s Azure environment have technical access to that environment, including its database and the keys the Service uses. Proxara limits that access to operating, supporting and securing the Service.

Proxara will notify Customer without undue delay after confirming a security incident involving unauthorized access to Customer Data, and will reasonably cooperate with Customer’s response. A specific notification deadline, audit report, certification, penetration test or recovery objective applies only if a signed Order Form states it.

10. Third-party services

The Service runs on Microsoft Azure. Customer’s AI assistants (such as Claude), its Connected Systems (such as Microsoft 365, Karbon and CCH Axcess) and, if Customer installs the Slack app, Slack are Customer’s own providers under Customer’s agreements with them. Proxara does not control a third party’s terms, availability, interfaces, retention or model behavior, and a third-party outage or change is not by itself a Proxara breach.

11. Warranties and disclaimer

Each Party warrants that it has authority to enter this Agreement. Proxara warrants that it will provide the Service in a professional and workmanlike manner and will not knowingly introduce malicious code.

EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROXARA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. PROXARA DOES NOT WARRANT COMPLETE DETECTION OF SENSITIVE INFORMATION, ANONYMITY OF ANY RETURNED COPY, MODEL ACCURACY, PRESERVATION OF EVERY FORMAT OR LAYOUT, PROCESSING TIME, UNINTERRUPTED AVAILABILITY, ERROR-FREE OPERATION OR LEGAL COMPLIANCE.

12. Indemnification

Proxara will defend Customer against a third-party claim that Customer’s authorized use of the Service infringes that party’s U.S. intellectual property right, and will pay damages finally awarded or agreed in settlement, provided Customer promptly notifies Proxara, gives Proxara control of the defense and reasonably cooperates. This obligation does not cover claims caused by Customer Data, unauthorized modification or use, or combination with items Proxara did not provide where the claim would not otherwise exist.

Customer will defend Proxara against third-party claims arising from Customer Data, Customer’s unlawful use, or Customer’s failure to obtain a required notice, consent or professional authorization, under the same notice, control and cooperation conditions.

13. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR GOODWILL, ARISING FROM THIS AGREEMENT.

EXCEPT FOR LIABILITY THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM AN ORDER FORM WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THAT ORDER FORM DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY. The Order Form may state different treatment for confidentiality, data security, indemnity, fraud, willful misconduct or other negotiated risks.

14. Term, suspension and termination

This Agreement begins when the first Order Form is signed and continues while an Order Form remains active. Term, renewal, termination for convenience and fees on termination are as stated in the Order Form.

Either Party may terminate an affected Order Form for material breach not cured within thirty days after written notice. Proxara may suspend affected access where reasonably necessary to prevent harm, respond to unlawful use or misuse of an installer or setup link, or comply with law, and will tell Customer promptly when it does.

15. Exit and deletion

When an Order Form ends, Customer’s access to the Service ends, Proxara stops reading Connected Systems, and Customer should remove the connector from its AI assistants, remove Proxara’s app consent in Microsoft 365 and its keys in Karbon and CCH, and uninstall the Windows application. Copies already saved on Customer’s devices, and data in Customer’s own systems, remain Customer’s.

Restoring tags depends on the identity records the Service keeps for Customer. After access ends, files that still contain tags can no longer be restored through the Service. Customer should restore any copies it needs before the end of the term, or during any retrieval period the Order Form states.

After the retrieval period stated in the Order Form, Proxara will delete Customer Data held in the Service, except where law requires Proxara to keep it. Proxara will confirm the deletion method and timing in writing on request. Database backups are not deleted individually; they expire on their own schedule, currently seven days. Until data is deleted or expires, Proxara will continue to protect it under this Agreement.

16. General

Neither Party is liable for delay caused by events beyond its reasonable control, except payment obligations. Neither Party may assign this Agreement without the other’s consent, except in a merger, reorganization or sale of substantially all relevant assets where the assignee accepts this Agreement.

Notices must be in writing to the Order Form contacts. Notices to Proxara may be sent to support@proxara.ai and to Proxara, Inc., 28 Geary St. Suite 650 PMB 5328, San Francisco, CA 94108.

California law governs without regard to conflict rules. The Parties will first attempt good-faith resolution between executives. Unresolved disputes are subject to the state or federal courts in California.

This Agreement, the Data Processing Addendum, the Acceptable Use Policy, the Service Levels and Support terms and the Order Forms are the entire agreement. If they conflict: the Data Processing Addendum controls terms about personal information; the Order Form controls customer-specific commercial and operational terms; then this Agreement; then the incorporated policies. A waiver must be in writing. An unenforceable term will be narrowed as needed without affecting the rest. Amendments must be signed by both Parties.

Order Form checklist

Each Order Form should state at least:

• Customer’s legal name, administrator and support contacts;
• the term, and whether it is a pilot;
• fees, payment schedule and taxes;
• the number of Authorized Users or firms covered;
• service hours and any support commitment;
• the Connected Systems and AI assistants covered;
• whether Windows Redact and the Slack leadership view are used;
• the retrieval period and deletion terms at exit; and
• any negotiated security, incident, insurance or liability terms.