Terms of Service

3.1Eligibility

You represent that you have legal capacity to accept these Terms and, if accepting on behalf of an entity, that you have authority to bind that entity.

3.2Account and Admins

You will provide accurate Account information and keep it updated. You are responsible for all actions taken under your Account, including by Users and Administrators. You will maintain the confidentiality of credentials and promptly notify Praxsuite of any unauthorized access.

4.1Term

Your subscription begins on the start date specified at checkout or on the Order Form and continues for the initial term stated there (the "Term").

4.2Auto-Renewal

Unless you cancel before the end of the then-current Term, the subscription automatically renews for successive annual terms. You may turn off auto-renew in your billing settings or by giving notice to billing@praxsuite.com at least 30 days before renewal.

4.3Changes

You may add seats, capacity, or features during a Term; additional purchases are prorated to the then-current Term and billed at the then-current rate unless otherwise stated in an Order Form.

5.1Fees

You agree to pay the fees for the plan you select, plus applicable taxes. Prices may change; material price increases take effect on your next renewal following at least 30 days' notice.

5.2Billing & Payment

You authorize Praxsuite (or our payment processor) to charge your selected payment method for fees when due. Unless otherwise stated on an Order Form, payment for invoiced accounts is due within 10 days of the invoice date ("Net 10"). If payment is not received within 10 days, Praxsuite may suspend or restrict access to the Services until payment is made. If an account remains unpaid for 30 days after the due date, Praxsuite may terminate the account and permanently delete associated Customer Data in accordance with Section 9.5.

5.3Taxes

Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, or similar taxes, except taxes on Praxsuite's net income.

5.4Refunds

Except where required by law or expressly stated otherwise, payments are non-refundable.

6.1License

Subject to these Terms and timely payment of fees, Praxsuite grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Term for your internal business purposes.

6.2Software and Updates

Some features may require downloading software (e.g., connectors or mobile apps). We may update the Services or software from time to time. If an update materially reduces core functionality, you may terminate on 30 days' notice and receive a prorated refund of prepaid, unused fees.

6.3Beta/Preview Features

We may provide optional preview, beta, or experimental features ("Previews"). Previews are provided "AS IS", may be modified or discontinued at any time, and are excluded from SLAs and warranties.

8.1Ownership

As between the parties, you retain ownership of Input and, to the extent permitted by law, you own Output. Praxsuite assigns to you any right, title, and interest it may have in Output generated for you.

8.2License to Praxsuite

You grant Praxsuite a limited license to use Customer Data only to provide, maintain, secure, and support the Services; to comply with law; and to prevent abuse. We will not use Customer Data to train or improve our models or services without your explicit opt-in.

8.3Similarity

Outputs may not be unique and other customers may receive similar content. Use human review where appropriate.

8.4Third-Party Services

If you enable integrations, your data may flow to those providers. Your use of third-party services is governed by their terms and privacy policies.

9.1Privacy Policy

Our handling of Personal Data is described in the Praxsuite Privacy Policy (incorporated by reference).

9.2DPA

If you process Personal Data via the Services, the parties will execute a Data Processing Addendum ("DPA") that includes appropriate cross-border transfer mechanisms.

9.3Security

Praxsuite will implement reasonable administrative, technical, and physical security measures appropriate to the nature of the data and the Services. Upon request (no more than annually), we will provide summary security documentation and/or third-party audit reports, subject to confidentiality.

9.4HIPAA (Optional)

NO, unless a Business Associate Agreement is executed and only for Services designated for PHI.

9.5Data Retention & Deletion

Praxsuite retains Customer Data for the Term and deletes or de-identifies it within 30 days after termination, subject to legal holds or backup retention practices.

9.6Government or Law Enforcement Requests

We will disclose Customer Data only as required by law, and where legally permitted will provide you with notice and an opportunity to object.

10.1IP Ownership

Praxsuite and its licensors retain all right, title, and interest in the Services and Documentation.

10.2Feedback

If you provide feedback or suggestions, you grant Praxsuite a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate that feedback without restriction.

10.3Marks

You may use our name and marks solely as permitted by our brand guidelines or with prior written consent. We may use your name and logo to identify you as a customer, unless you opt out via support@praxsuite.com

11.1Support

Praxsuite provides standard support via support@praxsuite.com during business hours (9am–6pm Eastern). Additional support tiers may be available by Order Form.

11.2Availability

We strive for high availability but do not guarantee uninterrupted operation. Planned maintenance may occur with reasonable notice.

11.3Modifications

We may modify the Services to improve performance, security, or usability. If a change materially reduces core functionality, your sole remedy is termination under Section 6.2.

12.1Suspension

We may suspend access immediately if you breach these Terms, fail to pay fees, pose a security risk, or if required by law.

12.2Termination for Cause

Either party may terminate for material breach if the breach is not cured within 30 days of written notice.

12.3Termination for Convenience

Either party may terminate at the end of a Term by providing notice of non-renewal per Section 4.2.

12.4Effect

Upon termination or expiration, your right to access the Services ends. Upon request within 30 days, we will make Customer Data then in our possession available for export in a commercially reasonable format. After that, we may delete or de-identify Customer Data per Section 9.5.

13.1Mutual Authority

Each party represents it has full power and authority to enter into these Terms.

13.2Disclaimer

14.1By Customer

You will indemnify and hold harmless Praxsuite from and against claims, losses, and expenses (including reasonable attorneys' fees) arising from (a) Customer Data; (b) your use of the Services in violation of these Terms or law; or (c) your applications or integrations.

14.2By Praxsuite

Praxsuite does not provide any indemnity or defense obligation for third-party intellectual property claims unless expressly agreed in a separate signed enterprise agreement. For standard subscriptions, Praxsuite provides the Services "as is" and is not responsible for third-party IP claims.

15.1Exclusion of Certain Damages

15.2Cap

Except for your payment obligations or violation of Praxsuite's intellectual-property rights, each party's total aggregate liability under these Terms is limited to the fees paid by you to Praxsuite for the Services during the 12-month period immediately preceding the event giving rise to the claim. Praxsuite is not liable for any loss of Customer Data resulting from unpaid account deletion under Section 5.2.

15.3High-Risk Use

The Services are not designed for use in hazardous environments requiring fail-safe controls (e.g., life support).

16.1Governing Law and Venue

These Terms are governed by the laws of Florida, USA without regard to conflict-of-laws rules. Exclusive venue is in the state or federal courts located in Jacksonville, Florida, USA, and the parties consent to personal jurisdiction there.

16.2Arbitration and Class Action Waiver (U.S. only)

If elected above, disputes will be resolved by binding arbitration administered by JAMS on an individual basis; class actions are waived.