PRAXIS SaaS TERMS OF SERVICE

PRAXIS SaaS TERMS OF SERVICE
Effective Date: February 12, 2026
Last Updated: February 12, 2026

These Praxis SaaS Terms of Service (“Terms”) govern access to and use of the Praxis platform and related services made available at praxis.jeffreymichaelcapital.com (the “Service”), and any associated documentation, APIs, and support (collectively, “Praxis”). Praxis is operated by Jeffrey Michael Capital, LLC (“JMC,” “we,” “us,” “our”). JMC is an Indiana limited liability company with headquarters in Michigan, USA.

BY EXECUTING AN ORDER FORM, CLICKING “ACCEPT,” CREATING AN ACCOUNT, OR OTHERWISE ACCESSING OR USING PRAXIS, THE CUSTOMER (“CUSTOMER,” “YOU,” “YOUR”) AGREES TO THESE TERMS. IF YOU ARE ACCEPTING ON BEHALF OF AN ENTITY, YOU REPRESENT YOU HAVE AUTHORITY TO BIND THAT ENTITY.

1) DEFINITIONS
“Authorized Users” means Customer's employees, contractors, and other individuals authorized by Customer to access Praxis under Customer's account.
“Customer Content” means all data, files, documents, text, prompts, inputs, configurations, and other materials submitted, uploaded, transmitted, or otherwise provided by Customer or its Authorized Users to the Service, including financials, employee data, SOPs, sales data, and other business records. “Output” means results, reports, analyses, summaries, recommendations, simulations, forecasts, or other outputs generated by Praxis based on Customer Content and/or user inputs.
“Order Form” means an ordering document or online checkout that specifies Customer's subscription plan, term, fees, and any applicable usage limits, and is incorporated into these Terms.
“Documentation” means user guides, help content, and technical documentation provided by JMC for Praxis.

2) SCOPE; RELATIONSHIP TO OTHER AGREEMENTS
2.1 Order Forms; precedence. Praxis is provided under these Terms and any applicable Order Form(s). If there is a conflict, the following order of precedence applies: (1) Order Form; (2) any signed addendum (including a DPA or security addendum); (3) these Terms.
2.2 No professional advice. Praxis is a decision-support tool. JMC does not provide legal, tax, accounting, investment, or other professional advice through the Service. Customer is solely responsible for decisions and actions taken based on use of Praxis.
2.3 No broker-dealer / investment adviser. Nothing in Praxis or these Terms constitutes an offer or solicitation of securities, investment advice, or brokerage services. Any capital advisory work, if any, is only pursuant to a separate written engagement agreement.

3) SUBSCRIPTION; ACCESS; AUTHORIZED USERS
3.1 Subscription. Customer may access Praxis during the subscription term set out in the Order Form, subject to these Terms and any usage limits.
3.2 Authorized Users. Customer is responsible for all activity by its Authorized Users and for ensuring Authorized Users comply with these Terms.
3.3 Account security. Customer will implement reasonable measures to protect credentials, promptly notify JMC of suspected unauthorized access, and cooperate in remediation. JMC may suspend access to protect the Service or Customer Content if security is compromised.
3.4 Changes. Customer may add/remove Authorized Users via administrative controls, subject to plan limits and fees.

4) CUSTOMER CONTENT; OWNERSHIP; LICENSE
4.1 Ownership. Customer retains all right, title, and interest in Customer Content.
4.2 License to provide the Service. Customer grants JMC a limited, non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create derivative works of Customer Content solely to: (a) provide and operate Praxis and support Customer; (b) maintain and secure the Service; (c) comply with law; and (d) enforce these Terms and applicable agreements.
4.3 Customer responsibilities. Customer represents and warrants that it has all rights and lawful bases needed to provide Customer Content and permit JMC to process it as described. Customer is responsible for: (a) the accuracy, quality, and legality of Customer Content; (b) maintaining required notices and consents (including for employee data); and (c) compliance with applicable laws related to Customer Content.

5) OUTPUTS; AI LIMITATIONS; NO RELIANCE
5.1 Output limitations. Customer acknowledges that Outputs may be inaccurate, incomplete, outdated, non-unique, biased, or otherwise unsuitable for Customer's purposes. Customer is responsible for independently reviewing and validating Outputs before relying on them.
5.2 No guarantees. JMC does not guarantee any specific outcomes, decisions, ROI, cost savings, valuations, funding, deal terms, or business results from using Praxis or any Output.
5.3 Human-in-the-loop. Customer agrees to maintain appropriate human review and governance over decisions informed by Praxis.

6) RESTRICTED DATA; PROHIBITED CONTENT
6.1 Restricted Data. Unless expressly authorized in a signed addendum, Customer will not upload or submit:
(a) payment card data subject to PCI-DSS (full PAN, CVV, magnetic stripe, etc.);
(b) government-issued identifiers (e.g., Social Security numbers, driver's license numbers) beyond what is necessary for ordinary business communications;
(c) protected health information (PHI) regulated by HIPAA or similar laws;
(d) biometric identifiers or biometric information used for identification;
(e) precise geolocation data of individuals;
(f) children's personal information or student education records regulated by laws such as FERPA; or
(g) any other data subject to heightened regulatory obligations unless expressly agreed in writing.
6.2 Prohibited content. Customer will not submit Customer Content that is unlawful, infringing, defamatory, or that violates third-party rights.

7) SECURITY
7.1 Program. JMC will maintain a security program with reasonable administrative, technical, and physical safeguards designed to protect Customer Content against unauthorized access, loss, and misuse.
7.2 No absolute security. Customer acknowledges that no system is perfectly secure. JMC does not guarantee that unauthorized third parties will never defeat those safeguards.
7.3 Customer controls. Customer is responsible for its own access controls, credential management, device security, and user governance.

8) PRIVACY; DATA PROCESSING
8.1 Privacy Policy. JMC's Privacy Policy describes how we handle personal information in connection with the Sites and Service.
8.2 DPA. If Customer Content includes personal information and Customer requires a Data Processing Addendum, the parties will enter into JMC's DPA. Where a DPA is in place, it governs JMC's processing as a processor/service provider.

9) SUPPORT; AVAILABILITY
9.1 Support. JMC will provide support as described in the Order Form or support policy (if any).
9.2 Availability. JMC may perform maintenance and make changes that affect availability. JMC does not warrant uninterrupted availability unless a separate SLA is included in the Order Form.

10) FEES; PAYMENT; TAXES
10.1 Fees. Customer will pay fees set out in the Order Form.
10.2 Payment terms. Unless otherwise stated, invoices are due within thirty (30) days. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.
10.3 Taxes. Fees exclude taxes. Customer is responsible for applicable taxes, excluding taxes on JMC's income.

11) INTELLECTUAL PROPERTY; LICENSE RESTRICTIONS
11.1 JMC IP. JMC and its licensors retain all right, title, and interest in Praxis, Documentation, and all underlying technology, models, templates, and improvements (excluding Customer Content).
11.2 Customer license. JMC grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use Praxis during the term for Customer's internal business purposes, subject to these Terms.
11.3 Restrictions. Customer will not (and will not allow others to) reverse engineer, decompile, or attempt to discover source code or underlying components of Praxis; scrape or crawl the Service; circumvent usage limits; or use Praxis/Outputs to develop, train, or improve competing models or services without JMC's prior written consent, except to the extent such restriction is prohibited by law.

12) CONFIDENTIALITY
12.1 Confidential Information. “Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated as confidential or that reasonably should be understood to be confidential, including Customer Content and non-public product information.
12.2 Obligations. Recipient will use Confidential Information only to perform under these Terms, will protect it using at least reasonable care, and will not disclose it except to employees/contractors with a need to know who are bound by confidentiality obligations.
12.3 Exclusions. Confidential Information excludes information that is (a) publicly available without breach; (b) independently developed without use of Confidential Information; (c) rightfully received from a third party without duty; or (d) approved for release in writing.
12.4 Compelled disclosure. Recipient may disclose Confidential Information if required by law, provided it gives reasonable notice (if legally permitted) and cooperates with protective efforts.
12.5 Return/Deletion. Upon termination, JMC will handle Customer Content deletion/return as set out in Section 14 and any Order Form, subject to backup retention.

13) WARRANTIES; DISCLAIMERS
13.1 Mutual authority. Each party represents it has authority to enter into these Terms.
13.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRAXIS AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” JMC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. JMC DOES NOT WARRANT THAT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE.

14) TERM; TERMINATION; DATA EXPORT AND DELETION
14.1 Term. These Terms begin on the effective date and continue for the subscription term in the Order Form.
14.2 Termination for cause. Either party may terminate for material breach if not cured within thirty (30) days after written notice (or immediately for uncured security/legal violations).
14.3 Suspension. JMC may suspend access to protect the Service, comply with law, or address suspected abuse.
14.4 Data export. During the term and for a limited period after termination (e.g., 30 days, unless extended in the Order Form), Customer may request export of Customer Content in a standard format, subject to reasonable fees if applicable.
14.5 Deletion. After the export period, JMC will delete Customer Content from active systems within a reasonable time, subject to (a) legally required retention and (b) limited backups that may persist for a reasonable period and are protected by security controls.

15) LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
15.1 Exclusion. JMC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 Cap. JMC'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO PRAXIS OR THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO JMC FOR PRAXIS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
15.3 Essential purpose. The parties acknowledge these limitations are an essential basis of the bargain.

16) INDEMNIFICATION
16.1 Customer indemnity. Customer will defend, indemnify, and hold harmless JMC and its affiliates and their officers, directors, employees, contractors, and agents from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) Customer Content (including allegations it violates law or third-party rights); (b) Customer's use of Praxis in violation of these Terms; or (c) Authorized Users' acts or omissions.
16.2 Optional IP indemnity (enterprise). If requested for enterprise deals, JMC may provide a limited IP infringement indemnity under a signed addendum, subject to customary exclusions and conditions.

17) DISPUTES: MICHIGAN COURTS DEFAULT; JMC ELECTION TO ARBITRATE (TIME-LIMITED)
17.1 Informal resolution. Before filing a claim, Customer agrees to contact legal@jeffreymichaelcapital.com and attempt to resolve the dispute informally for at least thirty (30) days.
17.2 Default forum. Except as provided below, any dispute arising out of or relating to these Terms or Praxis will be brought exclusively in the state or federal courts located in Wayne County, Michigan, and the parties consent to personal jurisdiction and venue there.
17.3 JMC arbitration election. JMC may elect to resolve a dispute by binding arbitration instead of court litigation by providing written notice of election within thirty (30) days after the earlier of: (a) JMC's receipt of a written Notice of Dispute from Customer, or (b) the filing of any claim in court. If timely elected, arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wayne County, Michigan. Judgment on the award may be entered in any court of competent jurisdiction. If JMC does not timely elect arbitration, the dispute proceeds in the Michigan courts specified above.
17.4 Equitable relief. Either party may seek injunctive or equitable relief in court to prevent misuse of intellectual property, unauthorized access, or security breaches.

18) MISCELLANEOUS
18.1 Assignment. Customer may not assign these Terms without JMC's prior written consent. JMC may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
18.2 Force majeure. Neither party is liable for delays due to events beyond reasonable control.
18.3 Severability; waiver. If any provision is unenforceable, the rest remains effective. Failure to enforce is not a waiver.
18.4 Entire agreement. These Terms and Order Forms constitute the entire agreement regarding Praxis and supersede prior discussions.

19) CONTACT
Legal notices: legal@jeffreymichaelcapital.com