JEFFREY MICHAEL CAPITAL, LLC | PRAXIS TERMS OF SERVICE

Effective Date: January 1, 2026
Last Updated: April 1, 2026

These Praxis Terms of Service govern access to and use of the Praxis platform, related interfaces, outputs, tools, features, workflows, and associated services made available by Jeffrey Michael Capital, LLC, unless a separate written agreement expressly applies.

By accessing or using Praxis, you agree to these Terms. If you do not agree, do not access or use Praxis.

1. Company; Scope; Relationship to Other Agreements

Jeffrey Michael Capital, LLC is an Indiana limited liability company with headquarters in Michigan, USA.

Praxis is a custom decision-intelligence and AI-enabled software-as-a-service platform within the Jeffrey Michael Capital, LLC ecosystem. Praxis may be licensed and used as a standalone subscription offering or in connection with separate strategic advisory, fractional leadership, expansion strategy, capital readiness, web and digital marketing, AI integration, workflow automation, consulting, implementation, configuration, customization, or related business services provided by Jeffrey Michael Capital, LLC.

These Terms govern access to and use of Praxis and related platform functionality, except to the extent a separate written agreement expressly applies.

Additional terms may apply to your use of Praxis, including:
(a) an order form,
(b) subscription agreement,
(c) statement of work,
(d) master services agreement,
(e) data processing agreement,
(f) nondisclosure agreement, or
(g) other written services or platform agreement.

If a separate written agreement applies, that agreement controls to the extent of any conflict with these Terms with respect to the applicable subject matter.

2. Praxis Is Licensed, Not Sold

Praxis is licensed, not sold. Subject to these Terms and any applicable Order Form or separate written agreement, Jeffrey Michael Capital, LLC grants you a limited, revocable, non-exclusive, non-transferable right to access and use Praxis during the applicable subscription term for your internal business purposes only.

Unless expressly stated in an applicable Order Form or separate written agreement:
(a) access to Praxis does not include consulting, advisory, implementation, integration, configuration, onboarding, customization, or other professional services,
(b) professional services do not by themselves include any right to access or use Praxis, and
(c) any software subscription rights, service rights, support rights, or deliverables are limited to those expressly identified in the governing commercial documents.

3. U.S.-Only Use

Praxis is intended only for individuals and businesses physically located in the United States and for U.S.-based business activity. Jeffrey Michael Capital, LLC does not market, contract for, or knowingly provide its standard Praxis offering outside the United States.

If an entity is headquartered outside the United States but seeks access or services solely in connection with its U.S.-based operations, personnel, or business activity, Jeffrey Michael Capital, LLC may, in its sole discretion, require separate written approval and additional contractual terms before permitting access, use, or any related engagement beyond the standard U.S.-only framework.

If you access or use Praxis from outside the United States, you do so on your own initiative and at your own risk. We make no representation that Praxis is appropriate, lawful, or available for use outside the United States. Unless expressly agreed otherwise in writing, Michigan law and the applicable U.S.-based agreement framework will govern the relationship.

4. Eligibility; Accounts; Authorized Users

You may access or use Praxis only if you have the legal capacity to form a binding agreement and are using Praxis in compliance with these Terms and applicable law.

If Praxis access requires an account, you agree to:
(a) provide accurate, current, and complete information,
(b) keep account credentials secure and confidential,
(c) limit access to authorized users only,
(d) promptly notify us of any suspected unauthorized access, misuse, or security incident, and
(e) remain responsible for activity occurring under your account to the extent caused by your actions, omissions, or failure to maintain reasonable account security.

You are responsible for ensuring that your authorized users comply with these Terms and any applicable separate agreement.

We may suspend, restrict, or terminate access if we reasonably believe an account or user is violating these Terms, applicable law, or any separate written agreement.

5. Customer Content; Ownership; Submission Responsibility

“Customer Content” means any prompts, inputs, files, records, internal documents, datasets, communications, business materials, user submissions, or other content submitted to Praxis by or on behalf of a customer or user.

As between you and Jeffrey Michael Capital, LLC, you retain ownership of your Customer Content, subject to any separate written agreement.

You represent and warrant that any Customer Content you submit:
(a) may lawfully be disclosed, uploaded, processed, and used as contemplated by these Terms, the Privacy Policy, and any applicable separate agreement,
(b) does not violate applicable law or third-party rights,
(c) is not subject to restrictions that prohibit your disclosure or our processing, except where expressly approved in writing, and
(d) is accurate to the extent you know or reasonably believe.

You are solely responsible for obtaining all necessary rights, permissions, notices, consents, and lawful bases required to submit Customer Content and instruct us to process it.

6. License to Customer Content; Internal Review

You grant Jeffrey Michael Capital, LLC and its authorized employees, contractors, advisors, service providers, and approved subprocessors, each subject to appropriate confidentiality, contractual, or professional obligations, a limited, non-exclusive, worldwide, revocable, royalty-free license to host, access, use, reproduce, process, transmit, display internally, adapt, and create derivative works from Customer Content solely as reasonably necessary for internal business purposes to:
(a) provide requested platform functionality,
(b) understand business needs,
(c) define and assess service scope,
(d) configure, implement, support, and deliver Praxis and related services,
(e) support consulting, advisory, AI-enabled, and workflow-related services authorized by you,
(f) generate outputs, analyses, summaries, recommendations, and workflows,
(g) maintain, host, secure, troubleshoot, and improve the reliability of your environment,
(h) carry out internal administration, audit, recordkeeping, and support functions, and
(i) comply with law and enforce applicable agreements.

Customer Content and related business information may be reviewed and used internally by Jeffrey Michael Capital, LLC and its authorized employees, contractors, advisors, service providers, and approved subprocessors, each subject to appropriate confidentiality, contractual, or professional obligations, solely for the purposes described above and not for public disclosure, sale, or public model training except as expressly authorized in writing or required by law.

Customer Content is not published or made publicly available by us except:
(a) at your direction,
(b) as necessary to provide requested services, or
(c) as required by law.

Unless expressly agreed in writing, Customer Content submitted through Praxis is not used by us to train public or general-purpose AI models.

7. Outputs; Decision-Support Only; No Reliance

Praxis may generate outputs, analyses, summaries, recommendations, workflows, reports, or other materials based on Customer Content, prompts, configurations, and related information.

Outputs are provided solely as business-support and decision-support tools. Outputs may be incomplete, inaccurate, non-unique, assumption-dependent, biased, outdated, or unsuitable for your specific needs.

You remain solely responsible for:
(a) reviewing all outputs,
(b) validating assumptions and inputs,
(c) exercising independent judgment,
(d) confirming factual, financial, legal, regulatory, operational, and business conclusions where appropriate, and
(e) determining whether and how to rely on any output.

Praxis does not replace human judgment, executive decision-making, or independent review by qualified professionals.

8. No Professional Advice; No Securities or Regulated Services

Praxis and any related output, model, workflow, or communication do not constitute and should not be relied upon as:
(a) legal advice,
(b) tax advice,
(c) accounting or audit advice,
(d) investment advice,
(e) securities advice,
(f) broker-dealer or placement-agent services,
(g) investment banking services,
(h) valuation advice,
(i) employment-law or HR-compliance advice,
(j) medical or healthcare advice, or
(k) any other regulated professional advice.

Nothing in Praxis constitutes or should be interpreted as:
(a) an offer to sell or solicitation of an offer to buy securities,
(b) broker-dealer services,
(c) placement-agent services,
(d) investment-advisory services, or
(e) any guarantee of funding, valuation, returns, transaction completion, or business outcome.

Unless expressly agreed in writing and permitted by applicable law, Jeffrey Michael Capital, LLC is not acting through Praxis as a broker-dealer, placement agent, investment bank, or registered investment adviser.

9. Restricted Data; Prohibited Content

Unless we expressly agree otherwise in writing and implement appropriate safeguards, you must not submit through Praxis:
(a) payment card information subject to PCI or similar standards,
(b) protected health information or medical records,
(c) Social Security numbers or similar government-issued identifiers beyond ordinary and expressly approved business necessity,
(d) biometric data,
(e) children's data,
(f) precise geolocation data,
(g) export-controlled information,
(h) FERPA-regulated education records,
(i) highly regulated personal information or restricted datasets, or
(j) any material you do not have the legal right to disclose or instruct us to process.

You also may not use Praxis to:
(a) violate applicable law, regulation, or court order,
(b) infringe, misappropriate, or violate third-party rights,
(c) submit unlawful, fraudulent, deceptive, defamatory, harassing, or abusive content,
(d) introduce malware, ransomware, spyware, or malicious code,
(e) interfere with the operation, integrity, or security of Praxis,
(f) gain unauthorized access to accounts, systems, or data,
(g) reverse engineer, decompile, or derive source code or underlying models except to the extent non-waivable law prohibits such restriction, or
(h) build, benchmark, train, or improve a competing product or service without our prior written consent.

We may reject, remove, quarantine, decline to process, suspend access relating to, or require secure re-submission of any Customer Content, data, or use case that violates these Terms, is submitted through channels not approved for that type of information, or creates legal, security, confidentiality, operational, compliance, or reputational risk in our judgment.

10. Privacy; Security; DPA

Your use of Praxis is also subject to our Privacy Policy, as updated from time to time.

Where applicable, separate written agreements may also govern privacy, security, retention, deletion, confidentiality, and data processing obligations, including any applicable data processing agreement.

Jeffrey Michael Capital, LLC maintains administrative, technical, physical, and organizational safeguards designed to protect Customer Content and related information appropriate to the nature of the information and the services provided. However, no platform, network, or transmission method is completely secure, and we cannot guarantee absolute security.

You are responsible for:
(a) maintaining reasonable security over your accounts and credentials,
(b) using approved secure channels where instructed, and
(c) notifying us promptly of any known or suspected security issue relating to Praxis or your use of it.

Certain data categories, environments, integrations, regulated-use cases, enterprise security requirements, foreign-headquartered customer scenarios, retention obligations, or custom compliance commitments may require separate written approval and additional contractual terms before use is permitted.

11. Availability; Support; No SLA Unless Agreed

We may modify, update, suspend, restrict, or discontinue Praxis or any feature at any time, with or without notice, subject to any applicable separate written agreement.

Unless expressly stated in a separate written agreement, Jeffrey Michael Capital, LLC does not provide any service level agreement, uptime commitment, response-time commitment, or guaranteed support level.

Any support, onboarding, implementation, consulting, configuration, integration, customization, or related services may be governed by separate written agreement.

Certain advanced features, custom models, integrations, automations, workflow deployments, or enhanced functionality may be available only under an enterprise plan, custom Order Form, statement of work, or separate services agreement.

Features, functionality, model availability, integrations, automation capabilities, usage thresholds, and service configurations may vary by plan, environment, provider availability, technical constraints, legal/compliance requirements, or separate agreement. Jeffrey Michael Capital, LLC may add, modify, replace, restrict, or discontinue features, models, integrations, or underlying providers at any time, subject to any express written commitment in a separate agreement.

Jeffrey Michael Capital, LLC may require separate onboarding, implementation, configuration, customization, integration, security review, or consulting services for certain Praxis deployments, customer environments, data uses, or advanced functionality. Any such services will be governed by a separate written agreement or applicable Order Form.

12. Fees; Payment; Taxes

If you purchase or subscribe to Praxis or related services, you agree to pay all applicable fees, charges, and taxes as set forth in the applicable order form, subscription agreement, statement of work, or other written agreement.

Fees, subscription rights, included functionality, support levels, services, and commercial terms may vary depending on whether you purchase Praxis as:
(a) a standalone subscription,
(b) a professional services engagement, or
(c) a combined software-and-services offering.

Unless otherwise expressly stated in a separate written agreement:
(a) fees are non-refundable,
(b) payment obligations are not subject to offset or withholding,
(c) taxes are your responsibility other than taxes based on our net income, and
(d) late payments may accrue interest or be subject to collection costs to the maximum extent permitted by law.

13. Intellectual Property

Praxis, and all software, workflows, interfaces, models, prompts, documentation, design, branding, features, functionality, and related materials, excluding Customer Content, are owned by or licensed to Jeffrey Michael Capital, LLC and are protected by intellectual property and other applicable laws.

Subject to your compliance with these Terms and any applicable separate written agreement, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use Praxis for your internal lawful business purposes only.

You may not, without our prior written consent:
(a) reproduce, distribute, publish, sell, sublicense, lease, or exploit Praxis or related materials except as expressly authorized,
(b) remove or alter proprietary notices,
(c) use our name, marks, or branding in a misleading or unauthorized manner, or
(d) use Praxis or related materials in a way that suggests endorsement, affiliation, or sponsorship where none exists.

14. Confidentiality

Jeffrey Michael Capital, LLC will use commercially reasonable efforts to treat non-public Customer Content as confidential, subject to these Terms, the Privacy Policy, and any applicable separate written agreement.

Confidentiality obligations do not apply to information that:
(a) is or becomes public through no wrongful act of ours,
(b) was already lawfully known without duty of confidentiality,
(c) is lawfully obtained from a third party without breach of obligation, or
(d) is independently developed without use of your confidential information.

Nothing in these Terms prevents disclosure where required by law, court order, legal process, regulatory request, or to enforce agreements or protect rights, provided that where legally permitted and reasonably practicable, we may give notice.

If you require heightened confidentiality protections, an NDA, MSA, SOW, DPA, or other written agreement may also apply.

If Customer requires heightened confidentiality protections, restricted-access handling, special review controls, or transaction-specific confidentiality obligations, those requirements must be expressly agreed in a separate written agreement before such obligations apply.

We may monitor, review, retain, and maintain email, telephone, support, platform, and other business communications for quality assurance, service administration, security, compliance, recordkeeping, training, and legal purposes, subject to applicable law.

16. Warranties Disclaimer

PRAXIS, ALL OUTPUTS, AND ALL RELATED SERVICES, MATERIALS, AND FUNCTIONALITY ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS TO THE MAXIMUM EXTENT PERMITTED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JEFFREY MICHAEL CAPITAL, LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, AVAILABILITY, SECURITY, QUIET ENJOYMENT, OR THAT PRAXIS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING: (a) we do not warrant that Praxis or any output will be complete, accurate, current, unique, or suitable for your needs,
(b) we do not guarantee any business, operational, financial, marketing, workflow, efficiency, search, AI, or commercial outcome, and
(c) we do not guarantee that Praxis will satisfy regulatory, legal, internal-policy, or customer-specific requirements unless expressly agreed in writing.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, JEFFREY MICHAEL CAPITAL, LLC AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS, LICENSORS, SERVICE PROVIDERS, AND SUBPROCESSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, USE, OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO PRAXIS, THESE TERMS, ANY OUTPUT, OR ANY RELATED SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF JEFFREY MICHAEL CAPITAL, LLC AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS, LICENSORS, SERVICE PROVIDERS, AND SUBPROCESSORS ARISING OUT OF OR RELATING TO PRAXIS OR THESE TERMS SHALL NOT EXCEED THE GREATER OF:
(a) ONE HUNDRED U.S. DOLLARS ($100), OR
(b) THE AMOUNTS PAID BY YOU TO JEFFREY MICHAEL CAPITAL, LLC FOR PRAXIS DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE LIMITATIONS IN THIS SECTION APPLY WHETHER THE CLAIM ARISES IN CONTRACT, TORT, STATUTE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

Nothing in these Terms excludes liability to the extent such exclusion is prohibited by applicable law.

18. Indemnification

You agree to defend, indemnify, and hold harmless Jeffrey Michael Capital, LLC and its affiliates, members, managers, officers, employees, contractors, advisors, licensors, service providers, and subprocessors from and against any claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
(a) your use of Praxis,
(b) your violation of these Terms or any applicable separate agreement,
(c) your Customer Content,
(d) your violation of applicable law or third-party rights, or
(e) your reliance on or misuse of Outputs.

19. Term; Suspension; Termination; Data Handling After Termination

These Terms remain in effect for so long as you access or use Praxis, unless earlier terminated in accordance with these Terms or any applicable separate written agreement.

We may suspend, restrict, disable, or terminate access to Praxis at any time, with or without notice, if we reasonably believe:
(a) you have violated these Terms, applicable law, or an applicable separate agreement,
(b) your use poses security, legal, technical, operational, or reputational risk,
(c) restricted data or unlawful content has been submitted,
(d) suspension is necessary to protect Praxis, our systems, users, or business operations, or
(e) a related subscription or services agreement has expired or been terminated.

Following termination or expiration, Customer Content may be retained, returned, deleted, or made available for export in accordance with any applicable separate written agreement, DPA, order form, statement of work, enterprise services agreement, backup cycle, security requirement, legal obligation, or recordkeeping need.

Sections that by their nature should survive termination will survive, including those concerning ownership, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and other protective provisions.

20. Dispute Resolution; Governing Law; Forum; Arbitration Election

These Terms and any dispute arising out of or relating to Praxis or these Terms shall be governed by the laws of the State of Michigan, without regard to conflict-of-laws principles.

Except as otherwise provided below, the state and federal courts located in Michigan shall have exclusive jurisdiction over disputes arising out of or relating to Praxis or these Terms, and you consent to personal jurisdiction and venue in those courts.

Notwithstanding the foregoing, Jeffrey Michael Capital, LLC may elect, by written notice provided within a reasonable time after receiving written notice of a dispute, to require that the dispute be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration shall take place in Michigan, unless the parties agree otherwise.

Nothing in these Terms limits our right to seek temporary, preliminary, or permanent injunctive relief, equitable relief, or other protective remedies in court at any time.

21. Miscellaneous

Our failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law or replaced by an enforceable provision that most closely reflects its intent.

You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign or transfer these Terms in connection with a merger, acquisition, restructuring, sale, financing, or other business transaction.

These Terms, together with any applicable separate written agreement, constitute the entire agreement between the parties with respect to the subject matter addressed herein, except where another controlling written agreement expressly applies.

We may update these Terms from time to time. When we do, we will revise the “Last Updated” date above. Material changes may also be communicated through Praxis, email, or other appropriate means where required or appropriate.

22. Contact Information

If you have questions about these Terms, contact:

Jeffrey Michael Capital, LLC
legal@jeffreymichaelcapital.com
313-356-6665