Platform Terms of Service
1. Introduction and Acceptance of Terms
These Platform Terms of Service (“Terms”) constitute a legally binding agreement between you (“User,” “you,” or “your”) and Proximate LLC, a Georgia limited liability company (“Proximate,” “we,” “us,” or “our”), governing your access to and use of the Proximate mobile application, website, and related services (collectively, the “Platform”).
By creating an account, accessing, or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Platform.
Proximate is a peer-to-peer local marketplace platform that facilitates connections between individuals seeking to buy and sell goods locally. Proximate provides tools intended to increase trust and reduce fraud between Users, including a structured meeting and verification process (the “Trust Process”), an optional deposit service for electronic payments, behavioral reliability scoring, and a bilateral transaction record generated through near-field communication (“NFC”) technology at the point of exchange.
Proximate is patent pending with respect to certain aspects of the Trust Process and transaction record generation technology described in these Terms.
2. Eligibility
To use the Platform, you must:
Be at least 18 years of age;
Be capable of forming a legally binding contract under applicable law;
Not be barred from using the Platform under the laws of the United States or any other applicable jurisdiction;
Provide accurate, current, and complete information during registration and maintain the accuracy of such information; and
Complete identity and payment verification steps required by Proximate or its payment processing partners where applicable.
Proximate reserves the right to refuse service, terminate accounts, or cancel transactions in its sole discretion, including where it believes a User has violated these Terms or applicable law.
3. Account Registration and Security
You must register for an account to access most features of the Platform. You agree to:
Provide accurate registration information, including your name, email address, and location;
Maintain the confidentiality of your account credentials;
Be responsible for all activity that occurs under your account, whether or not authorized by you; and
Notify Proximate immediately of any unauthorized use of your account or any other breach of security.
Proximate is not liable for any loss or damage arising from your failure to safeguard your account credentials.
4. How the Platform Works — The Trust Process
Proximate facilitates local, in-person exchanges of goods between Users through a structured process designed to reduce fraud, no-shows, and disputes (the “Trust Process”). The Trust Process generally includes the following stages, which may be updated, refined, or expanded by Proximate from time to time:
4.1 Listings and Communication
Sellers may create listings describing items for sale, including a description, price, condition, location, and photographs. Buyers may message sellers regarding listed items through the Platform's messaging feature.
4.2 Meet Agreement
Where a buyer and seller agree to transact, either party may initiate a Meet Agreement specifying a proposed meeting location and time window. The Meet Agreement becomes active only upon affirmative confirmation by both parties. Once confirmed, the Platform generates a record of the agreed item, price, location, and time, which is accessible to both parties.
4.3 Deposit (Electronic Payments Only)
Where a buyer elects to pay electronically through the Platform, Proximate requires the buyer to deposit one hundred percent (100%) of the agreed purchase price into holding after the Meet Agreement is confirmed. These funds are held by Proximate, through its payment processing partner, until the transaction is completed, cancelled, or otherwise resolved in accordance with these Terms.
Funds held in deposit are not available nor transferred to the seller until the transaction is completed via the NFC Handshake described in Section 4.5, or until released pursuant to a cancellation, dispute resolution, or no-show determination under Section 6.
Users who elect to complete a transaction using cash, exchanged directly between the parties without Proximate's payment processing, are not required to use the deposit feature and acknowledge that the protections described in Sections 4.3 through 4.6, including deposit-based refund and penalty provisions, do not apply to such transactions. Cash transactions may still make use of the Meet Agreement, Check-In, and NFC Handshake features described in this Section 4 for the purposes of generating a transaction record and contributing to a User's Reliability Score, but no funds are held by Proximate in connection with a cash transaction.
4.4 Pre-Arrival Check-In
Within a window of time prior to the agreed meeting (currently ninety (90) minutes), Users may be prompted to share their approximate location with the other party through the Platform. Check-in is optional but is used to populate each User's Reliability Score as described in Section 8.
4.5 NFC Handshake and Transaction Record
At the agreed meeting location, both parties may complete an NFC Handshake using their mobile devices. The NFC Handshake requires both devices to be in close physical proximity and requires both parties to review and affirmatively confirm a Transaction Confirmation Screen displaying the item description, agreed price, item condition (as described, minor differences, or significantly different), and payment method.
Upon completion of the NFC Handshake by both parties, the Platform generates a timestamped, bilateral transaction record (the “Transaction Record”) reflecting the terms confirmed by both parties. For electronic payments, completion of the NFC Handshake triggers release of held funds in accordance with Section 5.
The Transaction Record is stored by Proximate and is accessible to both parties to the transaction. Proximate may use anonymized or aggregated data derived from Transaction Records as described in the Privacy Policy.
4.6 Cancellation Prior to Completion
A User who has checked in and whose location has been verified at the agreed meeting location may cancel a pending transaction prior to completing the NFC Handshake. Upon cancellation, the User must indicate a reason for cancellation, selected from options including that the item was significantly different from its description, that the User no longer wishes to proceed despite the item matching its description, or that both parties mutually agree to cancel. The disposition of any deposits following a cancellation is governed by Section 6.
Proximate reserves the right to request supporting documentation, including photographs, in connection with a cancellation based on item misrepresentation, and to make a determination regarding the disposition of held funds based on the information available to it. Proximate's determination in such circumstances is final as between the parties for purposes of fund disposition, without prejudice to either party's other legal rights.
5. Payments, Fees, and Deposit Release
5.1 Payment Processing
All electronic payments on the Platform are processed by Stripe, Inc. and its affiliates (“Stripe”) through Stripe's Connect platform. By using the Platform's payment features, you agree to be bound by the Stripe Connected Account Agreement, available at
https://stripe.com/connect-account/legal/full
, as may be amended by Stripe from time to time. Proximate is not a party to the payment processing relationship between you and Stripe, and Stripe's terms govern the processing of payments, transfers, and payouts.
Sellers receiving electronic payouts must complete onboarding with Stripe, including identity verification required by Stripe and applicable law. Proximate does not have access to, and does not store, full payment card numbers, bank account numbers, or other sensitive financial account information; such information is collected and stored directly by Stripe.
5.2 Platform Fees — Completed Transactions
For electronic transactions completed via the NFC Handshake, Proximate deducts a platform fee from the seller's proceeds prior to releasing held funds. The platform fee is calculated as a percentage (2.1%) of the agreed purchase price, subject to a maximum fee cap as follows:
For transactions with an agreed purchase price of $5,000 or less, Proximate's platform fee will not exceed $105, regardless of the applicable percentage rate.
For transactions with an agreed purchase price greater than $5,000, Proximate's platform fee will not exceed $140.
In addition to Proximate's platform fee, Stripe's standard payment processing fee of 2.9% of the transaction amount plus $0.30 per transaction applies to all electronic transactions and is deducted from the funds held in Stripe Connect’s Platform.
The current applicable percentage rate(s) used to calculate Proximate's platform fee, and the specific rule determining which rate applies to a given transaction, are published within the Platform at the time a User initiates an electronic transaction and are incorporated into these Terms by reference. Proximate will provide Users with a clear, itemized breakdown of all fees prior to a User's confirmation of an electronic payment.
Cash transactions are not subject to Proximate's platform fee.
5.3 Deposit Release Upon Completion
Upon completion of the NFC Handshake by both parties for an electronic transaction, Proximate will release the funds held in Stripe’s accounts as follows: the seller will receive the agreed purchase price less Proximate's platform fee (Section 5.2) and Stripe's payment processing fee (Section 5.1). Funds are released to the seller's connected Stripe account, subject to the seller having completed any onboarding steps required by Stripe to receive payouts.
Where a seller has not completed the onboarding steps required to receive payouts at the time the NFC Handshake is completed, Proximate will hold the seller's proceeds and will release them once the seller completes onboarding.
5.4 No-Show Fee and Deposit Disposition
If a buyer who has placed a deposit fails to appear at the agreed meeting location and does not complete a valid cancellation under Section 4.6, a no-show fee equal to fifteen percent (15%) of the deposit amount will be assessed (the “No-Show Fee”). The No-Show Fee is allocated as follows:
Eighty-five percent (85%) of the deposit, less a $0.30 processing charge, is returned to the buyer;
Ten percent (10%) of the deposit is paid to the seller as compensation for the seller's time and any costs associated with attending the agreed meeting;
The remaining amount is allocated between Stripe's processing fee (2.9% of the deposit plus $0.30) and Proximate's platform fee (2.1% of the deposit).
If a seller fails to appear at the agreed meeting location, the buyer's deposit, less Stripe's processing fee, will be returned to the buyer in full, and no No-Show Fee will be assessed against the buyer.
Proximate's determination of whether a no-show has occurred is based on information available to Proximate through the Platform, including check-in status, location data, and NFC Handshake completion, and is final as between the parties for purposes of fund disposition, without prejudice to either party's other legal rights.
5.5 Cancellation Deposit Disposition
Where a transaction is cancelled under Section 4.6 prior to completion of the NFC Handshake:
If the cancellation is based on the item being significantly different from its description and Proximate determines this reason is supported, the buyer's deposit is returned in full, less any applicable payment processing fees, and the seller's Reliability Score is adjusted as described in Section 8;
If the cancellation is based on the buyer no longer wishing to proceed despite the item matching its description, the deposit percentage (15%) is forfeited to the seller, less any applicable payment processing fees;
If both parties mutually agree to cancel, the deposit is returned to the buyer in full, less any applicable payment processing fees, and no adjustment is made to either party's Reliability Score on account of the cancellation.
6. Disputes Between Users
Proximate provides tools, including the Transaction Record, Reliability Score, and the cancellation process described in Section 4.6, intended to reduce the frequency and severity of disputes between Users. However, Proximate is not a party to the underlying transaction between a buyer and seller and does not guarantee the condition, legality, safety, or quality of any item listed, offered, or exchanged through the Platform.
Where a dispute arises between Users that is not resolved through the cancellation process described in Section 4.6, Proximate may, in its discretion, review available information, including the Transaction Record, messages, and check-in data, and make a determination regarding the disposition of any funds held in deposit. Proximate's determination regarding fund disposition is made solely for the purpose of resolving the deposit relationship and does not constitute legal advice, arbitration, or a binding resolution of any other dispute between the parties.
Users remain free to pursue any other rights or remedies available to them under applicable law, including through small claims court or other dispute resolution mechanisms, regardless of any determination made by Proximate regarding deposited funds.
7. Prohibited Items and Conduct
Users may not use the Platform to list, offer, sell, purchase, or facilitate the exchange of:
Items that are illegal to sell, possess, or transport under applicable federal, state, or local law;
Stolen property;
Firearms, ammunition, explosives, or weapons where prohibited by applicable law;
Counterfeit or unauthorized replica goods;
Hazardous materials; or
Any other item or category of item Proximate designates as prohibited from time to time within the Platform.
Users may not:
Provide false or misleading information in a listing, profile, or communication on the Platform;
Attempt to circumvent, manipulate, or interfere with the Trust Process, Reliability Score, deposit mechanism, or NFC Handshake;
Use the Platform to harass, threaten, or endanger another User;
Use the Platform for any purpose other than facilitating legitimate peer-to-peer local commerce; or
Violate any applicable law in connection with their use of the Platform.
8. Reliability Score and Reviews
Proximate calculates a Reliability Score for each User based on behavioral data generated through use of the Platform, including meet agreement confirmation rates, check-in completion rates, NFC Handshake completion rates, no-show rates, and item condition dispute rates. The Reliability Score is displayed on User profiles and listings and is intended to assist other Users in making informed decisions about whether to transact with a given User.
Following a completed transaction (a transaction for which the NFC Handshake has been completed by both parties), each party may submit a written review of the other party, limited to two hundred (200) characters. Reviews are displayed alongside, but separately from, a User's Reliability Score.
Proximate does not guarantee the accuracy of any User's Reliability Score or reviews and is not responsible for decisions made by Users in reliance on this information. Proximate reserves the right to adjust, recalculate, or remove a User's Reliability Score or reviews in its discretion, including in connection with a dispute resolution under Section 6.
9. Disclaimers
THE PLATFORM AND ALL CONTENT, FEATURES, AND FUNCTIONALITY THEREOF ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
PROXIMATE DOES NOT GUARANTEE THAT ANY TRANSACTION FACILITATED THROUGH THE PLATFORM WILL BE COMPLETED, THAT ANY ITEM WILL MATCH ITS DESCRIPTION, OR THAT ANY USER WILL ACT IN GOOD FAITH. THE TRUST PROCESS, RELIABILITY SCORE, DEPOSIT SERVICE, AND TRANSACTION RECORD ARE DESIGNED TO REDUCE, BUT DO NOT ELIMINATE, THE RISK OF FRAUD, MISREPRESENTATION, OR OTHER MISCONDUCT BY USERS.
USERS ARE SOLELY RESPONSIBLE FOR THEIR OWN SAFETY WHEN MEETING OTHER USERS IN PERSON. PROXIMATE RECOMMENDS MEETING IN PUBLIC LOCATIONS, FOLLOWING THE CHECK-IN PROCESS DESCRIBED IN SECTION 4.4, AND EXERCISING REASONABLE CAUTION.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROXIMATE, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY USER; (C) ANY ITEM LISTED, OFFERED, OR EXCHANGED THROUGH THE PLATFORM; OR (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT.
PROXIMATE'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT OF FEES PAID BY YOU TO PROXIMATE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED DOLLARS ($100).
11. Indemnification
You agree to indemnify, defend, and hold harmless Proximate and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with: your access to or use of the Platform; your violation of these Terms; your violation of any rights of another User or third party; or any transaction you enter into with another User through the Platform.
12. Suspension and Termination
Proximate may suspend or terminate your account or access to the Platform at any time, with or without notice, for conduct that Proximate believes violates these Terms, is harmful to other Users or Proximate, or for any other reason in Proximate's discretion.
You may terminate your account at any time by following the account closure process within the Platform. Termination of your account does not relieve you of obligations incurred prior to termination, including obligations relating to transactions in progress at the time of termination.
13. Changes to These Terms
Proximate may modify these Terms from time to time. Where changes are material, Proximate will provide notice through the Platform or by email prior to the changes taking effect. Your continued use of the Platform after the effective date of any modified Terms constitutes your acceptance of the modified Terms.
14. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws principles, except to the extent that applicable law in a User's home jurisdiction provides otherwise and cannot be waived.
[PLACEHOLDER: Dispute resolution mechanism — arbitration clause, venue selection, and/or class action waiver language to be added following review by counsel.]
15. Privacy
Your use of the Platform is also governed by Proximate's Privacy Policy, which describes how Proximate collects, uses, and shares information about you, including information shared with Stripe in connection with payment processing. The Privacy Policy is incorporated into these Terms by reference.
16. Miscellaneous
Entire Agreement. These Terms, together with the Privacy Policy, the Seller Agreement (for Users acting as sellers), the Buyer Terms (for Users acting as buyers), and the Stripe Connected Account Agreement (for Users receiving payouts), constitute the entire agreement between you and Proximate regarding the Platform.
Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.
No Waiver. Proximate's failure to enforce any provision of these Terms is not a waiver of its right to do so later.
Assignment. You may not assign these Terms without Proximate's prior written consent. Proximate may assign these Terms in connection with a merger, acquisition, or sale of assets.
Contact. Questions about these Terms may be directed to ProximateMarketplace@proton.me.