Praxos Terms of Use
Last revised and effective as of:
21 feb 2026
THESE TERMS OF USE (AND THE PRIVACY POLICY, AS NOTED BELOW) CREATE A LEGAL AGREEMENT (THIS “AGREEMENT”) BETWEEN PRAXOS INTELLIGENCE, INC. (“PRAXOS” OR “WE” OR “US” OR “OUR”) AND THE USER OF THE SERVICE ENTERING INTO THIS AGREEMENT (“YOU” OR “YOUR”). YOU SHOULD CAREFULLY READ THIS AGREEMENT, AND THE PRAXOS PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH IS INCORPORATED INTO AND GOVERNED BY THIS AGREEMENT. THIS AGREEMENT GOVERNS YOUR USE OF THE WEBSITE HTTPS://WWW.MYPRAXOS.COM/ AND ANY SUBDOMAINS (THE “SITE”) AND THE SERVICES, FEATURES, AND INFORMATION AVAILABLE ON THE SITE AND/OR OUR MOBILE APPLICATION AVAILABLE VIA THE APPLE APP STORE, GOOGLE PLAY STORE, OR OTHER PUBLICLY AVAILABLE APP STORE, INCLUDING OUR ARTIFICIAL INTELLIGENCE-POWERED PERSONAL ASSISTANT (TOGETHER WITH THE SITE, ALONG WITH ASSOCIATED AND SUCCESSOR WEBSITES, APPLICATIONS, FEATURES, INFORMATION, AND SERVICES, OR ANY PART THEREOF, THE “SERVICE”). THE SERVICE MAY BE ACCESSED THROUGH GOOGLE, MICROSOFT, TELEGRAM, OR OTHER ONLINE CHANNELS. BY USING OR ACCESSING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR YOU ARE BELOW THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU ARE LOCATED, YOU ARE NOT PERMITTED TO USE THE SERVICE. PRAXOS IS NOT LIABLE FOR THE USE OF THIS SERVICE BY, OR FOR ANY CONTENT OR ADVERTISEMENTS VIEWED BY, MINOR CHILDREN IN VIOLATION OF THIS AGREEMENT.
IN THE EVENT THAT THE INDIVIDUAL ACCESSING THE SERVICE IS ACCESSING THE SERVICE ON BEHALF OF A LEGAL ENTITY, SUCH LEGAL ENTITY SHALL BE THE USER HEREUNDER, AND, WHERE THE USER IS NOT A NATURAL PERSON, THE NATURAL PERSON ACCESSING THE SERVICE ON BEHALF OF SUCH LEGEL ENTITY HEREBY REPRESENTS AND WARRANTS IN THEIR INDIVIDUAL CAPACITY THAT THEY HAVE THE AUTHORITY TO BIND SUCH LEGAL ENTITY IN CONTRACT TO THIS AGREEMENT AS A USER AND ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT SHALL REFER TO SUCH LEGAL ENTITY.
IMPORTANT NOTICE – This Agreement requires the use of arbitration on an individual basis to resolve disputes between you and Praxos, rather than jury trials or class actions. Please read Section 15.4 for further details.
Changes to this Agreement. Except with respect to Section 15.4 (Mandatory Arbitration), Praxos reserves the right, in its sole discretion, to change, modify, replace, add to, supplement or delete any terms and conditions of this Agreement (including the Privacy Policy, which is incorporated into and governed by this Agreement) at any time; provided, however, that Praxos will use reasonable efforts to provide you with notification of any material changes (as determined in Praxos’ sole discretion) by email, postal mail, website posting, pop-up screen, or in-service notice. You should visit this page whenever you use the Service to review this Agreement and learn if any terms have changed. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete acceptance of any and all such changes.
No Endorsement. All text, images, articles, photographs, illustrations, audio, graphics, graphs, video clips, and other materials available through the Service (including without limitation materials created via the Service (the “Content”)) are provided for informational purposes only. Any information provided to you by Praxos as a result of your participation in the Service is being provided to you solely for your informational benefit.
Access to the Service.
3.1. Subject to your acceptance of and compliance with this Agreement, Praxos grants to you a non-exclusive, non-transferable, revocable limited license to use the Service and associated Content for your personal non-commercial use. You agree not to use the Service for any other purpose, or to download, save, copy or distribute the Content that is not owned by or contributed by you except strictly in connection with your proper use of the Service or as specifically allowed in this Agreement.
3.2. Praxos may change, modify, suspend, or discontinue in its entirety or any aspect of the Service at any time. Praxos may also impose limits on certain features or restrict or prohibit your access to parts or all of the Service at any time, all without notice or liability, provided that you will be entitled to a pro rata refund of any amounts attributable to a period when the Service have been discontinued or substantially diminished or limited.
3.3 You expressly agree that the Content may be viewed and accessed only by end users and not by any other website or web publisher.
3.4 Your use of the Service is conditioned upon your compliance with this Agreement and any use of the Service in violation of this Agreement may constitute infringement of Praxos’ copyrights in and to the Service and Content (as applicable). Praxos reserves the right to terminate your access to the Service without notice if you violate this Agreement or for any reason at Praxos’ discretion.
3.5 In certain instances Praxos or its vendors may require you to provide proof of identity to access or use the Service, and you agree that you may be denied access or use of the Service if you refuse to provide proof of identity.
Ownership of Intellectual Property; Publicity.
4.1 The Service and all Content and other materials that are part of the Service are owned, controlled, or licensed by Praxos and its licensors and are protected by law from unauthorized use. The entire Contents of the Service are copyrighted under the U.S. copyright laws and/or similar laws of other jurisdictions. Praxos, and the Praxos logos, are trademarks of Praxos and may not be used without the express written permission of Praxos.
4.2 You do not acquire any ownership rights by using the Service, or by copying or downloading material from the Service. However, you retain ownership of any information or content initially owned by you that you upload or incorporate into the Service.
4.3 You agree not to copy, redistribute, publish or otherwise exploit Content, except as expressly permitted herein, without the express prior written permission of Praxos.
4.4 You hereby grant to Praxos a limited, non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable right and license to use all comments, feedback, blog or forum statements, suggestions, ideas, emails, and other submissions disclosed or submitted to Praxos in connection with your use of the Service (collectively, “Submissions”) in any manner Praxos may desire, including, but not limited to, to make, have made, use, sell, offer to sell, import, reproduce, modify, create derivative versions of, distribute, publicly display and publicly perform such Submissions, in any and all forms and media now known or hereafter devised, without compensation to you and without identifying you as the creator. You agree that the provisions in this Section 4 will survive any termination of your account(s), the Service, or this Agreement.
4.5 You agree to include, and to not remove or alter, Praxos’ trademark, copyright or other proprietary rights notices, as provided by Praxos on or in connection with the Service, when using or sharing content, or otherwise using the Service, and you agree to comply with usage guidelines that may be provided by Praxos from time to time. You agree that all goodwill that arises in connection with your use of Praxos trademarks inures exclusively to Praxos, and you agree not to challenge Praxos’ ownership or control of any Praxos trademarks, nor use or adopt any trademarks that might be confusingly similar to such Praxos trademarks.
4.6 To the extent you are accessing the Service on behalf of a legal entity, you hereby acknowledge and agree on behalf of such legal entity, that, unless otherwise stated by emailing privacy@praxos.ai, you agree to allow us to use and display such legal entity’s name and/or logo on our Site and in other promotional materials.
Terms for Accessing the Service via an App Store.
5.1 If you accessed or downloaded the Service from the Apple Store, you agree to use the Service only: (1) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (2) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service as of the effective date of this Agreement. If You accessed or downloaded the Service from any app store or distribution platform (like the Apple Store or Google Play) (each, an “App Provider”), then you acknowledge and agree that:
This Agreement is between you and Praxos, and not with App Provider, and that, as between Praxos and the App Provider, Praxos is solely responsible for the Service.
b. The App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service.
c. In the event of any failure of the Service to conform to any applicable warranty, you may notify App Provider and App Provider will refund to you any purchase price you paid for the Service (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the Service. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of the Service to conform to any warranty will be the sole responsibility of Praxos.
d. App Provider is not responsible for addressing any claims you or any third party may have relating to the Service or your possession and use of the Service, including, but not limited to: (1) product liability claims; (2) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
e. In the event of any third-party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights, Praxos will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim solely to the extent required by this Agreement.
f. App Provider and its subsidiaries are third-party beneficiaries of this Agreement as related to your license of the Service, and, upon your acceptance of this Agreement, App Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the Service against you as a third party beneficiary thereof.
g. You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Service nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Service you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
Posting on Other Web Sites.
6.1 Subject to your acceptance of and compliance with this Agreement, Praxos grants to you a non-exclusive, non-transferable, revocable limited license to post a screen shot from your account, and any other Content that Praxos specifically notifies you may be posted on other web sites, on your own personal web site or on a third party web site that permits posting of content at the direction of users provided that such third party web site (a) is not commercially competitive to Praxos, (b) does not criticize or injure Praxos, (c) does not obtain any rights to such Content other than a non-exclusive license to post it at your direction, (d) does not charge for access to such Content or associate products, services or advertising with such Content, and (e) complies with all applicable laws and does not violate the legal rights of others or publish or distribute any inappropriate, infringing, defamatory, profane, indecent, obscene, unlawful or otherwise objectionable information or material. All of Praxos’ rights and remedies are expressly reserved, and Praxos may revoke this limited license, in whole or in part, upon notice.
Passwords. Praxos has several tools that allow you to record and store information in your account. You are responsible for all actions on the Service by you or under your password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to your password or account. Nobody but you may use your password or your account and you are responsible for all actions taken by individuals who use the Service through your password or account in contravention of the foregoing. Without limiting the foregoing, it is your sole responsibility to (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of your Service account and password; (3) promptly inform Praxos of any need to deactivate a password. You grant Praxos and all other persons or entities involved in the operation of the Service the right to transmit, monitor, retrieve, store, and use any information recorded and/or stored in your account in connection with the operation of the Service.
Usage Rules. As a condition of your use of and access to the Service, you agree to comply with any application-, tool-, or content-specific rules published within the Service as well as the following usage rules, which Praxos may modify or supplement in its discretion from time to time (with notice to you of material changes, per Section 1). You agree that you will not, in regard to the Service (as determined by Praxos in its discretion):
8.1 Copy, adapt, reverse engineer, decompile, reverse assemble, modify or attempt to discover any software (source code or object code) that the Service creates to generate web pages or any software or other products or processes accessible through the Service;
8.2 use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or "bot"), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
8.3 distribute any virus, time bomb, trap door, Trojan horse, worm, malware, ransomware or other harmful, malicious or disruptive computer code, mechanism, software, script, agent or program;
8.4 cover or obscure any notice, legend, warning, banner or advertisement contained on the Service;
8.5 interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
8.6 sell the Service or any part thereof including but not limited to user accounts and access to them in exchange for real currency or items of value;
8.7 violate any applicable law, including without limitation any applicable export laws;
8.8 harvest or otherwise collect information about others, including email addresses, without their permission for posting or viewing Submissions;
8.9 infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;
8.10 engage in conduct that is obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or causes embarrassment to any other person;
8.11 further any chain letters or pyramid schemes, transmit unsolicited messages, or engage in “spam;”
8.12 deliberately mislead anyone as to your identity, impersonate another, falsely identify the source of any Submissions, or allow another person or entity to use your identity in order to access the Service or post or view Submissions;
8.13 engage in conduct that conflicts with the spirit or intent of the Service, including without limitation restricting any other user from using or enjoying the Service, or exposing Praxos or another to any liability or detriment of any kind;
8.14 use automated queries, including screen and database scraping, spiders, robots, crawlers, information harvesting, and any other automated activity with the purpose of obtaining Content, information or data from the Service, unless you receive the express written permission of Praxos;
8.15 use the Service directly or indirectly for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personal information, or otherwise;
8.16 use the Service directly or indirectly in a manner that discriminates on the basis of race, color, ethnicity, national origin, ancestry, religion, sex, gender, gender identity or expression, sexual orientation, age, military or veteran status, marital status, disability, or any other class protected under the law;
8.17 use the Service directly or indirectly in any way that uses the Service or any of Praxos’ marks commercially, for benchmarking, or to compile content for a competitive product or service;
8.18 violate the terms of service of Google, Microsoft, Telegram, or other channel by which you access the Service; or
8.19 disclose, provide to Praxos, or provide the Service with access to any Sensitive Data. For the purposes of this Agreement, “Sensitive Data” means any of the following: (i) any “personal data” regulated by the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and/or the UK’s Data Protection Act 2018 together with the UK equivalent of the GDPR; (ii) Social Security number or other third-party issued identifier (including taxpayer-identification number, driver’s license number, passport number, any other federal- or state-issued number, and employee identification number), credit or debit card number or other financial information (including bank account information and credit report information) with or without any required security question, security code, access code, personal identification number or password that would permit access to an individual’s financial account, and any data that is subject to or regulated by Gramm-Leach-Bliley Act, also known as the Financial Services Modernization Act of 1999 (as amended, and together with any regulations promulgated thereunder); (iii) biometric data, health information (including, without limitation, health insurance information), and any data subject to or regulated by (A) the Health Insurance Portability and Accountability Act of 1996 (as amended, and together with any regulations promulgated thereunder, including without limitation the Health Insurance Reform: Security Standards (Security Rule)); and/or (B) the Health Information Technology for Economic and Clinical Health Act, enacted as part of the American Recovery and Reinvestment Act of 2009 (as amended); and (iv) data collected from children under the age of 16 and any data subject to or regulated by the Children’s Online Privacy Protection Act of 1998.
Privacy and Protection of Personal Information. Praxos respects the privacy of visitors to and users of the Service. Information collected from you by Praxos is subject to the Praxos Privacy Policy. By using the Service, you may be granting Google, Microsoft, Telegram, or other messaging, email, or other application that you choose to integrate with the Service permission to share your e-mail address and any other information with Praxos. Please see the Praxos Privacy Policy at https://mypraxos.com/legal/privacy-policy for more information on the collection and use of your information. You acknowledge and agree that the Praxos Privacy Policy, including, but not limited to, the manner in which Praxos collects, uses and discloses your information, is incorporated into and governed by this Agreement. By accepting this Agreement, you agree to all of the terms of the Praxos Privacy Policy. You further agree to comply with all applicable laws with respect to all information you may receive from Praxos. In addition, if you provide information to Praxos about another person, you represent, warrant, and covenant that: (i) you have (and will continue to have) processed, collected, and disclosed all such information in compliance with applicable law and provided any notice and obtained all consents and rights required by applicable law to enable Praxos to lawfully process such information as permitted by this Agreement; (ii) you have (and will continue to have) full right and authority to make such information available to Praxos under this Agreement; and (iii) Praxos’ processing of such information in accordance with this Agreement or your instructions does and will not infringe upon or violate any applicable law or any rights of any third party.
Communications Decency Act Notification. Pursuant to 47 U.S.C. § 230(d) as amended, Praxos hereby notifies you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying providers of such protection is available at the following links:
http://staysafeonline.org/stay-safe-online/; and
Please note that Praxos is not affiliated with the above listed sites, nor is the above intended as an endorsement of any of the products or services listed on such sites.
Disclaimers; Limitations; Waivers of Liability.
11.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT THIS DISCLAIMER IS PROHIBITED UNDER APPLICABLE LAWS, AND WITH ANY LEGALLY REQUIRED WARRANTY PERIOD LIMITED TO THE SHORTER OF 30 DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER PRAXOS NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, "PRAXOS PARTIES") WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE. FURTHERMORE, THE PRAXOS PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY ARISING OUT OF ANY SENSITIVE DATA MADE ACCESSIBLE TO THE PRAXOS PARTIES IN VIOLATION OF SECTION 8(S).
11.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PRAXOS PARTIES FURTHER MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE OR THE CONTENT (INCLUDING WITHOUT LIMITATION ANY COMMUNICATIONS, CALENDAR INVITATIONS, AND REMINDERS, OR OTHER OUTPUTS CREATED BY THE SERVICE) WILL BE ACCURATE, RELIABLE, COMPLETE, CURRENT, OR TIMELY. THE SERVICE MAY BE TEMPORARILY UNAVAILABLE FROM TIME TO TIME FOR MAINTENANCE OR OTHER REASONS. PRAXOS IS NOT RESPONSIBLE FOR TECHNICAL MALFUNCTIONS OR OTHER PROBLEMS OF TELEPHONE NETWORKS OR SERVICES, COMPUTER SYSTEMS, MOBILE PHONE EQUIPMENT, SOFTWARE, OR EMAIL, INCLUDING TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE.
11.3 THE PRAXOS PARTIES DO NOT ENDORSE OR WARRANT ANY INFORMATION THAT MAY BE REFERENCED ON OR THROUGH THE SERVICE. THE SERVICE HEREUNDER IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY.
11.4 IN PARTICULAR, YOU ACKNOWLEDGE AND AGREE THAT ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES MAY CREATE OUTPUTS THAT ARE NOT ALWAYS ACCURATE, CORRECT, OR COMPLETE. YOU SHOULD NOT RELY ON ANY OUTPUTS FROM THE SERVICE, INCLUDING COMMUNICATIONS, CALENDAR INVITATIONS, AND REMINDERS, AS TRUE OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE OR SERVICES OF ANY KIND, INCLUDING MEDICAL, LEGAL, INVESTMENT, OR FINANCIAL ADVICE OR SERVICES. YOU INDEPENDENTLY MUST EVALUATE ANY AND ALL OUTPUTS TO ENSURE APPROPRIATENESS FOR YOUR USE CASE, INCLUDING USING A MANUAL HUMAN REVIEW PROCESS BEFORE USING, ACTING UPON, OR OTHERWISE RELYING ON ANY AND ALL OUTPUTS FROM THE SERVICE.
11.5 THE PRAXOS PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, THE USE OR MISUSE OF SUBMISSIONS OR CONTENT IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE PRAXOS PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT PRAXOS IS LIABLE, UNDER NO CIRCUMSTANCES WILL THE PRAXOS PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID PRAXOS IN THE 90 DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT THE CLAIM.
11.6 TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
11.7 Release. You forever release, discharge, and covenant not to sue the Praxos Parties from any and all liability, claims, actions, and expenses that may arise, whether caused by the negligence of the Praxos Parties or otherwise, in connection with your use of the Service or your interaction with any party through or as a result of the Service. In other words, you cannot sue the Praxos Parties if anything happens to you or your property from using the Service or interacting with any party through the Service. You agree that the provisions in this Section 11 will survive any termination of your account(s), the Service, or this Agreement.
Indemnification. You agree to defend, indemnify and hold harmless the Praxos Parties from and against all liability, claims, actions and expenses, including attorneys' fees and costs: (i) arising out of your use of the Service or your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement; (ii) arising from or related to your use of the Service; or (iii) arising from or related to your Submissions. You agree that the provisions in this paragraph will survive any termination of your account(s) the Service, or this Agreement.
Copyright Policy; Objectionable Content: If you believe your rights have been violated by, or you otherwise object to, any posting, content or information on the Service, please contact us promptly so we can evaluate the claim and take appropriate action. If your complaint includes a claim of copyright infringement, the following policy will apply:
It is Praxos’ policy to respond promptly to claims of copyright infringement, and to remove, or disable access to, infringing material. If you believe that any of the content or materials appearing on this Service contain infringements, please send a notice to our designated agent at the address stated below. Your notice should contain the following: a physical or electronic signature of a person (i.e., claimant) authorized to act on behalf of the copyright owner; identification of the copyrighted work claimed to be infringed; identification of the content or material claimed to be infringing; a reference or link to the infringing material or activity, or the subject of the infringing activity, including information to enable us to locate that material or reference; the address, telephone number or email address of the claimant; a statement that the claimant has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and a statement that the information in the notice is accurate and, under penalty of perjury, that the claimant is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Praxos will also terminate a user's account if a user is deemed to be a repeat infringer, namely, one who has been notified of bona fide infringing activity more than twice. Our designated agent, to whom you should direct your infringement claim (or other complaints), is:
Attention: Lucas Matias Urbisaia
Praxos Intelligence, Inc.
390 NE 191st Street STE 8218, Miami, FL 33179
Telephone Number: +1-929-271-7338
E-mail: lucas@praxos.ai
Third Party Sites and Products. We may include links to third-party sites or services, or information about third-party products or services, which are typically subject to service terms and policies that differ from ours. Therefore, you should review the terms of use and privacy policies of all sites and services linked to from or referred to by our Service. We do not endorse or take responsibility for these third party offerings, nor do we vet or take responsibility for third-party sites, services or products or for the postings or communications of other users.
Governing Law/Waiver of Injunctive Relief.
15.1 This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the U.S. and the State of Delaware governing contracts entered into and to be fully performed in Delaware (thus, without regard to conflict of laws provisions) regardless of your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in New Castle County, Delaware, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in New Castle County, Delaware.
15.2 You acknowledge that the rights granted and obligations made hereunder to Praxos are of a unique and irreplaceable nature, the loss of which will irreparably harm Praxos and which cannot be replaced by monetary damages alone, so that Praxos will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to claims for monetary damages (if any).
15.3 To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Praxos agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send your notice to Praxos Intelligence, Inc., 390 NE 191st STE 8218, Miami, FL 33179, USA.
15.4 Mandatory Arbitration. If you and Praxos are unable to resolve a Dispute through informal negotiations within 30 days, either you or Praxos may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website www.jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone, by video conference, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
15.5 Notwithstanding the above, you and Praxos agree that arbitration will be limited to the Dispute between Praxos and you individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
15.6 You and Praxos agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of your or Praxos’ intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
Waiver/Severability.
16.1 The failure of Praxos to require or enforce strict performance by you of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of Praxos’ right to assert or rely upon any such provision or right in that or any other instance.
16.2 You and Praxos agree that if any portion of this Agreement, except any portion of Section 15.4, is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 15.4 is found to be illegal or unenforceable then neither you nor Praxos will elect to arbitrate any Dispute falling within that portion of Section 15.4 found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within New Castle County Delaware, and you and Praxos agree to submit to the personal jurisdiction of that court.
Term and Termination. This Agreement will remain in effect as long as your account is up-to-date and you remain in compliance with the terms hereof, unless it has been voluntarily suspended or terminated by you or Praxos. You may terminate this Agreement by destroying all Service-related materials obtained from the Service, Praxos or any other web site or source. The privileges granted to you under this Agreement will terminate immediately and automatically without notice from Praxos if, in our sole discretion, you fail to comply with any term or provision of this Agreement or for any reason in Praxos’ sole discretion. Following the termination of this Agreement, your account(s), or the Service, Praxos shall retain all rights to the Submissions pursuant to this Agreement.
Miscellaneous. Praxos operates and controls the Service from its offices in the United States. Praxos makes no representation that the Service is appropriate, lawful or available in other locations. The information provided on the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Praxos to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. Praxos may assign this Agreement to any party at any time without any notice to you. You may not assign this Agreement without Praxos’ prior written consent. This Agreement (including the Praxos Privacy Policy) contains the entire understanding of you and Praxos, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by you. Upon Praxos’ request, you will furnish Praxos with any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Praxos by virtue of having drafted it. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
Construction. In this Agreement, unless a clear contrary intention appears: (i) where not inconsistent with the context, words used in the present tense include the future tense and vice versa and words in the plural number include the singular number and vice versa; (ii) reference to any person includes such person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement; (iii) reference to any gender includes each other gender; (iv) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and includes all addenda, exhibits and schedules thereto; (v) the titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement; (vi) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Section or Subsection of this Agreement; (vii) “including” (and with correlative meaning, “include”) means including without limiting the generality of any description preceding such term; (viii) any reference to “dollars” means United States Dollars; (ix) all references to “days” refer to calendar days; and (x) the word "or" is not exclusive. This Agreement has been executed in English and the English language version shall control notwithstanding any translations of this Agreement. Unless otherwise expressly permitted under this Agreement, all deliverables will be in English.
Statute of Limitations. You and Praxos both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within ONE (1) YEAR after such claim or cause of action arose (or, if longer, within the shortest statute of limitations for such claim which the parties may establish by agreement) or the claim will be forever barred.
Questions? If you have any questions about this Agreement, its terms, your account or your rights hereunder, or if you have any complaints or claims, please contact: privacy@praxos.ai.
Payment. You understand that use of the Service may result in payments by you for the services you receive (“Charges”). After you have received the full service obtained through your use of the Service and applications, Praxos will process payment of the applicable Charges, using the preferred payment method designated in your account, and will send you a receipt by email.
Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Praxos. Any request for lower Charges or disagreement with the Charges should be addressed to Praxos by contacting privacy@praxos.ai.
We reserve the right to establish, remove and/or revise Charges for any or all aspects of the Service at any time in our sole discretion, by posting or otherwise delivering notice to you. Any use of the Service after a notice of new or revised Charges has been posted on the Site or delivered to you will be deemed your acceptance of these new or revised Charges.
Praxos may from time to time provide certain users with promotional offers and discounts that may result in different Charges for the same or similar Service, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Charges applied to you.