Terms and Conditions

Agreement and scope

These Terms and Conditions (Terms) are an agreement between Geeks5g LLC, operating the ProAxis.AI platform (ProAxis, we, us or our), and the business or individual accepting these Terms (Customer, you or your). They govern your use of proaxis.ai, app.proaxis.ai, our applications, APIs, integrations and authorized white-label instances, together with the products and services we supply through them (Services).

By selecting an acceptance checkbox, signing an order that incorporates these Terms, or otherwise affirmatively accepting them, you agree to these Terms. The person accepting for a business represents that they have authority to bind it. Website visitors must also comply with the applicable access, intellectual property and acceptable-use provisions. These Terms do not constitute consent by any consumer to receive marketing communications.

An Order means an accepted checkout, insertion order, campaign specification, subscription order or signed service agreement identifying the supplier, services, price and applicable conditions. In a conflict, a signed agreement expressly overriding these Terms controls, followed by the applicable Order, then these Terms. A data processing agreement controls conflicting provisions about processing personal data. An Order overrides these Terms only for the products and subjects it expressly addresses. Undisclosed policies and purchase-order boilerplate do not amend this agreement.

Our Privacy Policy at www.proaxis.ai/privacy describes our personal information practices. These Terms do not expand the purposes or permissions stated in that policy or reduce rights granted by applicable law.

Eligibility and account security

The Services are intended for business use. You must be at least 18 years old, legally capable of contracting, and authorized to conduct your business in every location you target. You must maintain all required licenses, registrations, insurance and approvals, including professional and product-specific authorizations.

Provide accurate identity, business, ownership, tax, payment and campaign information and keep it current. We may request reasonable identity, business or payment verification before activating services or releasing payouts. Verification does not certify your business or replace licensing requirements.

You are responsible for authorized users, staff, contractors, API keys and subaccounts under your control. Use available security controls, restrict access appropriately and notify us promptly of suspected compromise. We may disable compromised credentials. This clause does not make you responsible for unauthorized activity caused by our own breach of this agreement. Account transfers require our written approval.

Services and marketplace relationships

Services may include pay-per-call, pay-per-lead, pay-per-appointment and pay-per-action campaigns; visitor identification; data enrichment; intent data; aged leads; audience products; call recovery; AI calling; messaging and automation; routing; contact centers; CRM tools; website services; analytics; and partner or referral programs. Features are available only if included in your Order or activated account.

A Buyer purchases opportunities or services. A Publisher supplies traffic or opportunities. A Partner operates an authorized network or white-label instance. One Customer may hold several roles; the provisions for each role apply to that activity.

The applicable Order identifies whether ProAxis is the seller of a product or the software provider supporting a transaction with an independent supplier. When an independent partner is the seller, its separately accepted commercial terms govern its sale and it is responsible for its pricing, fulfillment and refunds. These Terms govern the ProAxis technology relationship to the extent applicable. Access to a white-label instance alone does not make every sale a sale by Geeks5g LLC.

We do not provide the professional services advertised by Buyers and do not become a party to their consumer contracts merely by routing an opportunity. Each business remains responsible for its products, advice, representations and fulfillment. No agency, franchise, employment or joint venture is created by platform participation.

Orders and campaign configuration

Before activation, your Order or campaign configuration must state the product, price or credit cost, qualification criteria, geography, delivery method, and any applicable caps, duplicate rules, exclusivity, attribution window, refund rules or minimum commitment. If a material billing criterion is missing, request clarification before activation; we will not create it retroactively to justify a charge.

You are responsible for destination numbers, licensed coverage, hours, staffing, calendars, scripts, consent settings, bids and campaign limits you configure. Check integrations and test routing before launch. Changes apply prospectively when confirmed by the system. Stopping a campaign does not cancel an already accepted bid or an event already in progress; charges remain limited to the rules applicable when that event was accepted.

We will use commercially reasonable efforts to enforce configured caps. If a verified platform error causes delivery beyond an agreed hard spending cap, we will reverse the excess charges. A reporting estimate, warning threshold or account balance is not a hard cap unless identified as one. No change may increase an accepted transaction price retroactively.

What paying for results means

A Result is the specific billable event described in the applicable Order. It may be a qualifying call, delivered lead, successful enrichment, permitted visitor match, booked appointment, verified action or another specified output. A Result is not necessarily a completed sale, collected payment or profitable customer.

Payment is due when the specified billable event occurs. A requirement for a completed sale applies only to an Order that expressly makes that sale the payable action. Failure to close a qualifying opportunity does not by itself invalidate delivery.

Unless expressly promised in an Order, we do not guarantee inventory, same-day delivery, full identity details, a particular visitor match rate, consumer responsiveness, attendance, conversion, revenue, search ranking or return on investment. Delivery depends on inventory, geography, licensing, consent, technical availability and your configuration. An express commitment in an Order remains enforceable; general disclaimers do not erase it.

Pay per call and call recovery

A call is billable only if it meets the applicable campaign criteria. Your Order must identify any duration threshold, when the timer starts, required intent, approved geography, duplicate window, and rules for transfers, voicemail or call recovery. An AI intent finding may override a duration threshold only if that override was disclosed and accepted before the call.

Spam, fabricated calls, wrong numbers, out-of-scope requests and calls outside the agreed geography are not qualifying calls unless the Order expressly defines a relevant exception. A voicemail, missed call or recovered lead is billable only under an accepted rule for that event. There is no universal voicemail, duplicate or duration rule across all campaigns.

A consumer requesting information, comparing providers or declining your price may still qualify if the agreed criteria are satisfied. Your failure to answer or respond does not automatically invalidate an event that otherwise met an expressly accepted missed-call or recovery rule. Rescue Leads and AI Call Recovery may create a separate lead event only where the Order permits it; the same output will not receive undisclosed duplicate charges.

You must keep answering capacity and coverage accurate. Routing may consider eligibility, location, availability, capacity, price and quality. A higher bid does not guarantee routing priority, exclusivity or a particular volume.

Leads, appointments, actions and bidding

A lead is billable when delivered or accepted as specified in the Order and when it meets the stated fields and qualification criteria. A booked appointment is billable under the disclosed booking rule; attendance or a completed sale is required only if expressly included. For pay-per-action campaigns, the Order must define the action, verification evidence, attribution window, cancellation or reversal conditions, and applicable payout.

Exclusive means the selling party will not sell the same opportunity to another buyer within the scope and period expressly promised. It does not mean the consumer has never contacted another business or appears in no other database. Shared opportunities may be supplied to multiple buyers where disclosed. Exclusivity is not implied by platform access or advertising language.

A submitted or automated bid authorizes the transaction at the accepted price when the stated acceptance conditions are met. Configure bidding limits carefully. We may reject traffic or bids for fraud, eligibility or technical reasons. Routing and auctions do not excuse compliance with an accepted hard cap.

Visitor Reveal and Lead Enrich

Visitor Reveal attempts to match permitted website activity with identity or contact data. Matches may be incomplete, inaccurate or unavailable and do not identify every visitor. You may install a pixel only on websites you own or are authorized to administer, after implementing legally required notices, choices and consent controls.

Lead Enrich attempts to add the fields described in your Order to supplied records. A successful match or enrichment is determined by the success criteria disclosed before purchase, not simply by a processing attempt. If your Order charges only for successful matches or enrichments, an unsuccessful attempt is not billable. Required contact fields and validation standards must be identified in the Order.

An identity match, email address or telephone number is not permission to contact that person through every channel. Neither a pixel installation nor platform account acceptance supplies a visitor’s consent to marketing. You must have a lawful basis for matching, disclosure and subsequent outreach. Do not deploy identification pixels on sensitive pages or in restricted jurisdictions without prior written approval and any necessary supplemental terms.

Intent data, audience products and aged leads

Intent Leads and Intent Watch report observed or inferred interest based on the sources and timing described in the product. An intent signal is not a verified current purchase request, a guarantee of identity, or consent to outreach. A saved search or watch may incur recurring charges only if its frequency and billing were disclosed and authorized.

Audience Builder provides records matching available filters to the extent supported by source data. Demographic, household and financial attributes may be estimates. They must not be represented as independently verified facts. Lead Vault supplies aged records; age bands refer to the event identified in the listing, such as original submission, and not automatically to the last consumer interaction. Older records may be unreachable or reflect changed needs.

Lead Exchange may supply recent submissions with consent evidence. A consent certificate documents available evidence; it is not a legal guarantee or blanket permission for every buyer, purpose or communication channel. Verify the wording, named parties, date, source and scope of consent and check for subsequent revocation before outreach.

No record is warranted to be exclusive, reachable, accurate, newly generated or consented for a specific campaign unless that characteristic is expressly included in the accepted Order. Products must not be used as consumer reports or to determine eligibility for credit, insurance, employment, housing or similar regulated decisions. Do not upload credit reports or protected financial data without a separately approved service and lawful authority.

Communications consent and suppression

You must comply with laws and carrier rules applicable to your campaigns and recipients, including the Telephone Consumer Protection Act, telemarketing and do-not-call requirements, CAN-SPAM, state calling and texting laws, and applicable international equivalents. Obtain the form of consent required for the actual technology, recipient, seller and purpose. AI-generated or prerecorded voice marketing requires the applicable legally sufficient consent before calling.

Before launching outreach, verify permission and suppress recipients who opted out, revoked consent, are on applicable do-not-call lists, or cannot lawfully receive the communication. Maintain evidence of consent, notices, scripts, suppression checks and revocations for the period required by law and your Order. Apply legally required calling hours, frequency limits, sender identification and unsubscribe mechanisms.

Honor opt-outs and revocations within applicable legal deadlines and propagate them to relevant campaigns and providers. Do not reactivate a suppressed recipient without a lawful new basis. Use only truthful, authorized caller IDs and sender identities. A local caller ID must not mislead a recipient about your identity or location.

Carrier registration, A2P approval, platform verification or an imported contact list does not establish consumer consent. Our screening tools assist compliance but do not replace your obligations. We remain responsible for legal duties imposed on us; these Terms do not transfer all regulatory responsibility to you.

AI calls, automation, recordings and human review

You are responsible for reviewing AI instructions, scripts, offers, factual claims, calendars and escalation rules before activation and for monitoring performance. AI may misinterpret a request, generate an inaccurate statement, or incorrectly classify a result. It must not impersonate an unauthorized person, fabricate consent, make unauthorized contractual commitments or provide regulated professional advice without appropriate supervision.

Disclose the identity of the business and the automated nature of an interaction whenever required by law. Obtain rights and consent for any voice or likeness used. Configure lawful stopping, opt-out and human escalation paths. We may stop an unsafe or unlawful workflow.

Recording and transcription may be enabled for quality, routing, verification and disputes. You must give required notices and obtain consent from all relevant participants before recording or transcription. Your acceptance of these Terms covers your participation only and is not consent by a consumer or third party. Do not record where legally required consent is absent. If necessary consent cannot be obtained, use an approved unrecorded workflow or stop the interaction.

AI Verdict and other scores are operational assessments, not legal conclusions or conclusive proof of a sale. An adverse billing or payout determination may be challenged through Section 16. Recordings, transcripts and other available evidence will be considered, with human review of disputed AI determinations.

Do not collect payment-card security codes, unneeded health information or other restricted data in calls, prompts or transcripts. Use approved payment workflows and lawful pause or redaction controls. The Services are not emergency communications, medical care or a substitute for professional advice.

Pricing, credits and account balances

Prices, currency, credit conversion, chargeable units and taxes must be disclosed in your Order or checkout before purchase. Different products may consume different numbers of credits. A credit is an internal unit of service value; it is not automatically one call or one lead. Monetary and credit balances must be distinguished in your billing records.

Purchased credits are a prepaid right to eligible Services, not a bank deposit, transferable currency, investment or interest-bearing balance. Transfers or cash redemption are unavailable except where an Order or law requires them. Purchased credits do not expire unless an expiration date was clearly disclosed before purchase and is lawful. Promotional credits may have separately disclosed expiry and restrictions.

Unless an Order or law provides otherwise, properly delivered usage and purchased prepaid credits are non-refundable. Refunds for invalid delivery, duplicate charges, platform errors or provider termination are governed by Sections 16 and 24. Subscription fees and usage charges are separate. An unused allowance does not automatically reduce a subscription fee or roll over unless the plan expressly provides it.

You pay applicable transaction taxes, excluding taxes on our net income. We may change prices for future purchases and accepted renewals after the required notice. Existing paid balances will not be retroactively devalued by changing their purchased monetary conversion; future product usage rates may change prospectively after notice.

Subscriptions, automatic renewal and recharge

A subscription renews only if the renewal arrangement, amount or calculation, frequency and cancellation method were disclosed and you expressly accepted them. A monthly fee may be charged each cycle even if you use no Services. Any included allowance, overage pricing, trial conversion or minimum term must be stated before enrollment. Standard pay-as-you-go purchases have no minimum subscription term unless an Order expressly says otherwise.

Automatic recharge is optional and separate from subscription renewal. It requires express authorization of the trigger balance, recharge amount, payment method and any applicable frequency or spending limit. You may disable it in billing settings or by written request to support. Disabling recharge does not cancel a subscription, and canceling a subscription does not authorize further recharge.

You may cancel through the available account cancellation control or by emailing support@proaxis.ai from an authorized account contact. We will acknowledge the request. Unless your accepted Order provides a lawful different arrangement, cancellation stops the next renewal and access continues through the paid period. A cancellation received before renewal will be honored without requiring a retention call. Already incurred usage remains payable.

We will give at least 30 days’ notice of a subscription price increase, or a longer period required by law, and allow cancellation before the increased renewal. We will not extend an agreed fixed term or impose a new recurring fee without the acceptance required by law. Statutory renewal notices and cancellation rights apply where required.

Payment authorization and credit arrangements

You authorize our payment provider to charge the payment method you supply for expressly accepted purchases, renewals, recharge and incurred usage under your Order. This authorization is not an unlimited spending authorization. You represent that you may use that payment method and must keep it current.

We may pause new delivery when funds are insufficient or payments fail. A postpaid facility, credit limit or deferred-payment plan exists only if separately approved in writing. Its limit, due dates and any lawful fees must be stated in that approval. Approval may be withdrawn prospectively; outstanding amounts remain due.

Notify us promptly of an apparent billing error. We may submit transaction, acceptance and delivery evidence to payment providers in response to a dispute. Nothing requires you to waive lawful chargeback or statutory dispute rights. We do not impose an automatic penalty merely because you make a good-faith dispute. We may suspend affected services during a reasonably supported fraud or payment-risk investigation.

Delivery and data license

Delivery occurs through the destination or account method specified in your Order. Digital data is supplied when made accessible through the agreed dashboard, download or API. A call or appointment is supplied under its event-specific rule. We will not charge twice for an identical transaction caused by an identified technical retry.

Subject to payment, consent restrictions and these Terms, we grant you a limited, non-exclusive right to use lawfully supplied data for your authorized business purposes. Personal information is subject to individuals’ rights and source restrictions; purchasing a record does not create unrestricted ownership of a person’s information.

Do not publish, resell, sublicense, pool or redistribute purchased consumer data or opportunities without an expressly authorized partner or resale arrangement. Approved resale must preserve consent scope, source restrictions, suppression and security obligations and identify the relevant sellers and buyers. You may give access to authorized service providers only as necessary, under written obligations protecting the data.

Invalid events, credits, refunds and review

Unless your accepted Order specifies a different review window, submit a delivery or quality dispute within seven calendar days after the event or data became available. Identify the event or record, the unmet criterion and supporting evidence. Submit invoice or arithmetic disputes within 30 calendar days of the invoice or statement. These operational deadlines do not extinguish statutory rights or claims for concealed fraud or errors that could not reasonably have been discovered within the period; notify us promptly after discovery.

Examples of eligible errors include a call outside accepted coverage, a duplicate within the agreed duplicate window, a required data field missing under the success definition, fabricated traffic, an unqualified event charged as qualified, or a duplicate system charge. A lead declining your offer, failing to answer, choosing another provider or not becoming a customer is not by itself an error.

We will assess the accepted rules and available records and aim to respond within ten business days after receiving sufficient evidence. A disputed AI decision receives human review. You may request one further review with additional evidence within seven calendar days of the decision. We will provide the reason for the final determination; a system label alone is not the reason.

A verified invalid or duplicate charge will be reversed. Ordinarily, a delivery adjustment restores the credits or account value used for that event. Unauthorized payments, duplicate cash payments, legally required refunds and refunds owed after our termination without cause will be returned to the original payment method where practicable. No credit will be substituted where law requires money. An express refund or performance commitment in your Order controls.

Do not fabricate claims or retain and exploit data that has been credited as unusable, except as needed for legal records or dispute evidence. Good-faith disagreement alone is not abuse. Each party must preserve relevant evidence when reasonably notified of a dispute.

Publisher traffic, verification and payouts

Publishers must own or have permission to use their sources and supply truthful advertising, lawful traffic, accurate qualification data and legally sufficient consent evidence. Do not submit fabricated, incentivized or automated consumer activity unless that source type was expressly approved. Do not misrepresent a government affiliation, another business’s identity, licensing, price or availability.

Campaign payout rates, billable criteria, attribution, payment schedule, reversals and any collection dependency must be disclosed before traffic is accepted. A Buyer’s payment failure does not automatically cancel an earned payout unless the accepted payout arrangement expressly states that dependency. Displayed pending earnings remain subject to verification under those accepted rules.

We may temporarily hold only amounts reasonably connected to suspected invalid traffic, payment fraud or a documented dispute, subject to applicable law. We will explain the basis to the extent legally permissible, request needed evidence and release undisputed amounts on the agreed schedule. A hold is not an automatic forfeiture. Verified reversals must identify the relevant events and may be challenged under Section 16.

You must provide required tax and payment information. You are responsible for your own taxes. We may offset established amounts you owe us against your payouts only where lawful and with an itemized explanation. Referral commissions follow the separately disclosed program, including qualification, payout and any reversal rules; self-referrals or fraudulent referrals are prohibited.

White-label partners and independent networks

Operating a white-label platform, charging your own customers, setting resale prices, or managing an independent marketplace requires an accepted partner Order. That Order governs branding, subscription fees, usage, revenue share, support responsibilities and any minimum term.

You remain responsible for your customer contracts, disclosures, licensing, consumer-facing claims, billing authorizations and legal compliance. Your customers must accept applicable platform-use and data restrictions before access. Do not claim you own our software or promise functionality, refunds, exclusivity or performance on our behalf without authorization.

Your network’s data must remain segregated from other customers. You may not access or exploit another tenant’s records. We may contact affected customers where reasonably necessary for security, legal compliance or continuity consistent with privacy obligations. We do not automatically guarantee your buyers’ payments or your customers’ debts.

A partner relationship does not transfer ownership of ProAxis technology. Termination, customer migration, exports and any transfer of a branded instance follow the partner Order and Section 24. A partner may not bind us to its own agreements.

Customer websites, domains and managed assets

Website building, hosting, domain management, SEO, AI search visibility and managed-asset services are supplied only under an Order identifying the assets, fees, term and deliverables. You retain ownership of domains you purchased or supplied. We do not acquire your domain ownership merely by hosting or managing it.

Ownership of custom content, code, templates and third-party assets follows the Order. Unless expressly assigned, our pre-existing software, reusable templates, tools and methods remain ours or our licensors’. You must supply lawful content and give necessary administrative access. We will not promise search ranking, indexing, platform approval or traffic volume unless expressly committed.

On termination, domain control and transfer assistance follow the Order and applicable registrar rules. We will not use domain ownership as leverage for disputed unrelated charges. Hosting or licensed features may cease after the agreed transition period; export rights do not transfer software licenses.

Privacy, security and restricted information

Each party must comply with the privacy and security laws applicable to its role. Roles depend on the actual data use: ProAxis may act as a controller for account or independently supplied data and as a processor for customer-directed processing. These Terms do not classify all data as processor data or exempt anyone from data-broker obligations.

Before processing that requires supplemental terms, the parties must execute an appropriate data processing agreement addressing instructions, purposes, confidentiality, security, subprocessors, incident response, assistance, deletion, audits and transfers. Any required controller-to-controller or sale/share restrictions must also be documented. These Terms alone do not replace those agreements.

You must have the rights and lawful basis to collect, upload, match, share and use personal data. Provide required notices, respect consent limits, apply opt-outs and deletion requests, and cooperate in passing requests to the responsible party. Where applicable, comply with recognized opt-out signals and data-broker deletion mechanisms. We are responsible for obligations imposed on us in our own role.

Both parties will apply reasonable security appropriate to the data, restrict access to authorized personnel and service providers, and notify the other without undue delay of a confirmed incident affecting the other’s data, subject to applicable law and an executed data agreement. You must promptly apply suppression or deletion updates supplied for purchased data, subject to lawful retention exceptions.

Do not submit children’s data, protected health information, biometric identifiers, authentication secrets, full payment-card data or regulated consumer-report data unless expressly approved under suitable supplemental terms. No HIPAA business associate relationship is created without a signed business associate agreement. Sensitive-industry leads do not themselves authorize collecting medical records or other restricted information.

Ownership, AI data use and integrations

We and our licensors retain ownership of the Services, code, models, interfaces, documentation and branding. We grant you a limited right to access the purchased Services during your authorized term, subject to these Terms. No source-code ownership or unrestricted brand license is transferred.

You retain your rights in content and data you lawfully supply. You grant us permission to process, transmit and store it only as needed to supply, secure and support your Services and as otherwise authorized by applicable data agreements and our Privacy Policy. Feedback may be used to improve the Services without payment, but feedback rights do not grant us rights to disclose your confidential information.

We do not use customer call recordings, connected calendar data or consumer records to train generalized AI models. Permitted aggregated or de-identified operational analysis must comply with applicable law, contracts and privacy commitments, and must not be used to reidentify people. Any proposed additional data use requires the permissions and notices required by law and the relevant agreements.

You authorize an integration only when you connect or enable it. Third-party services have their own terms, charges and availability. We request access only for disclosed functionality and must honor applicable provider data-use restrictions, including Google API Limited Use requirements where applicable. Disconnecting stops future access subject to necessary retention and deletion rules; data already sent to another service is governed by that service and your instructions.

Third-party outages may interrupt functionality. We are not responsible for an independent provider’s acts merely because an integration is available, but remain responsible for our own selection, configuration and performance obligations under this agreement. Obtain appropriate rights to connect accounts and to use generated content.

Acceptable use and regulated industries

Do not use the Services for unlawful solicitation, spam, fraud, harassment, stalking, discriminatory targeting, deceptive endorsements, unauthorized surveillance or impersonation. Do not evade suppression, manipulate attribution or outcomes, conceal traffic sources, exploit credentials, interfere with security, or access another customer’s information.

Do not scrape or bulk extract the platform beyond authorized exports and APIs, bypass limits, copy the Services to create a competing product, or reverse engineer software except to the extent a nonwaivable law permits it. We may impose reasonable disclosed API and capacity limits. Do not upload malware or material infringing intellectual property rights.

Campaigns involving legal, healthcare, insurance, lending, debt relief, travel or other regulated services must satisfy the rules for those products and jurisdictions. Confirm professional advertising rules, licensing, required disclosures and restrictions on referral or fee-sharing arrangements. Insurance routing must be limited to appropriately eligible agents, based on accurate current licensing information. Our eligibility tools do not replace independent verification.

The Services must not be used to make regulated eligibility decisions, discriminatory exclusions, or decisions requiring a consumer reporting agency or permissible purpose unless separately authorized under a suitable compliant service. We may decline prohibited or unsupported industries and locations prospectively.

Confidentiality and service changes

Each party must protect the other’s nonpublic business, technical and customer information received in connection with the Services, using reasonable care and sharing it only with personnel or advisers who need it and are bound to protect it. Confidential information excludes information lawfully public, independently developed, already lawfully known, or lawfully received without a duty of confidence.

A legally compelled disclosure is permitted, with advance notice where lawful and reasonable cooperation to limit disclosure. Personal information remains subject to privacy obligations regardless of whether it also qualifies as confidential. These duties last three years after termination; trade secrets remain protected while they qualify as trade secrets, and data duties continue as required by law.

We may maintain, improve or discontinue features. Material reductions to a paid committed service require reasonable advance notice when practicable and an appropriate replacement, agreed adjustment or refund of prepaid fees for the unavailable portion. No uptime or response-time service level applies unless stated in an Order. We may make urgent changes to address security or legal requirements.

Suspension, termination and exports

We may suspend affected Services where reasonably necessary to address fraud, unlawful activity, material breach, security risk, unpaid amounts or a binding legal requirement. Where practical, we will notify you of the reason and a remedy. For a remediable material breach, we will ordinarily allow ten business days to cure before termination; immediate suspension or termination is permitted where continued access presents a material risk or the breach cannot be cured.

You may end pay-as-you-go use at any time and cancel subscriptions under Section 13. Fixed-term Orders follow their accepted termination provisions. We may terminate a standard account without cause on 30 days’ notice. If we terminate without your breach or discontinue the purchased Services without an adequate replacement, we will refund unused paid credits and prepaid subscription fees for the remaining unavailable period. Promotional credits have no cash value.

Termination does not erase earned publisher payouts, accrued charges, valid refund obligations or rights that must survive. We will not automatically confiscate balances because a breach is alleged. Refunds and offsets after a confirmed breach remain subject to the accepted Order and applicable law.

Subject to security, privacy and legal restrictions, you may request an export of available customer-owned records within 30 days after termination. Standard available export formats are included; custom migration work requires an accepted quote. You do not receive other tenants’ information or our software. Retention and deletion follow our Privacy Policy, lawful recordkeeping requirements and any data agreement. Export access does not authorize retention of data that must lawfully be deleted.

Warranties and exclusions

Each party represents that it has authority to enter this agreement. We will perform the Services with commercially reasonable care and materially in accordance with your accepted Order. You represent that your supplied data, content, campaigns and instructions are lawful and that you have the necessary rights and permissions.

EXCEPT FOR EXPRESS COMMITMENTS IN THESE TERMS OR AN ORDER, THE SERVICES AND THIRD-PARTY DATA ARE PROVIDED AS AVAILABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT EVERY DATA FIELD OR AI OUTPUT IS ACCURATE OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

These exclusions do not excuse an express delivery commitment, required refund, reasonable security duty, fraud or an obligation that law does not permit us to exclude. You must independently evaluate data and outputs before relying on them for a material decision.

Liability and indemnification

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR BUSINESS OPPORTUNITIES, ARISING FROM THIS AGREEMENT, REGARDLESS OF LEGAL THEORY. DIRECT LOSS IS NOT EXCLUDED MERELY BECAUSE IT RELATES TO DATA OR A PRIVACY INCIDENT.

Our aggregate liability arising from the Services is limited to the fees you paid us for the affected Services during the 90 days preceding the first event giving rise to the claim. Amounts we owe as refunds, return of unused balances or earned payouts are payment obligations and are not reduced by this cap. The cap and exclusions do not apply to fraud, willful misconduct, gross negligence, or liability that cannot lawfully be limited.

You will defend and indemnify us and our personnel against third-party claims, damages, legally indemnifiable penalties and reasonable defense costs to the extent caused by your unlawful campaigns, breach of communications or privacy duties, infringing customer content, fraudulent traffic or unauthorized misuse of the Services. This obligation does not cover loss to the extent caused by our own breach, negligence or misconduct.

We will defend and indemnify you against a third-party claim that our proprietary platform software, used as authorized, infringes a United States copyright or trade secret. This obligation excludes claims caused by your content, unauthorized changes, use outside these Terms, or combinations not supplied or required by us. We may obtain continued use rights, modify or replace the affected software without materially reducing its function, or terminate the affected service and refund prepaid fees for its unused portion.

The party seeking indemnity must give prompt notice, reasonable cooperation and defense control to the indemnifying party, subject to counsel competent for the matter. Late notice reduces the obligation only to the extent materially prejudicial. No settlement may admit fault, impose nonmonetary obligations, or fail to fully release the protected party without its consent. The software infringement indemnity is subject to our liability cap unless a signed Order provides otherwise; customer indemnity obligations are not subject to that provider cap.

Governing law, disputes and general provisions

These Terms are governed by Texas law, excluding its conflict-of-laws rules, except where nonwaivable law requires otherwise. The parties consent to the state courts located in Travis County, Texas, and the federal courts of the Western District of Texas, Austin Division, for disputes arising from this agreement. Mandatory jurisdiction and consumer protections, where applicable, are preserved.

Before filing an ordinary contractual claim, the parties will attempt in good faith to resolve it for 30 days after written notice describing the issue and requested remedy. This does not prevent urgent protective relief, compliance with a filing deadline or exercise of statutory rights. These Terms do not impose mandatory arbitration or a class-action waiver.

Neither party may assign this agreement without the other’s consent, except to an affiliate or as part of a merger or sale of substantially all relevant assets, provided the assignee assumes the obligations and the assignment does not materially reduce the other party’s rights. Any transfer of personal information must separately comply with law and privacy commitments.

Neither party is liable for delay caused by events beyond its reasonable control, including natural disasters, government action or widespread infrastructure failure, if it takes reasonable mitigation steps. This does not excuse payment for delivered services or indefinitely retain fees for services that cannot be supplied. If a material interruption continues for more than 30 days, either party may terminate the affected service and prepaid unavailable portions will be refunded.

These Terms and accepted Orders constitute the agreement on their subjects. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the remaining provisions continue, and any replacement must preserve the lawful purpose without expanding obligations. Provisions that by their nature survive termination include accrued payment duties, data restrictions, confidentiality, ownership, liability and dispute resolution.

Updates, notices and contact

We may revise these Terms prospectively. We will give at least 30 days’ notice of material changes through your account or registered email, except changes urgently required by law or security, for which we will give notice as soon as practicable. Changes do not alter completed transactions or an accepted fixed-term Order unless that Order permits them. We will obtain affirmative acceptance when required and allow you to stop future use or cancel before a material change takes effect.

Service notices may be sent to the registered business email or provided through your account. Keep those details current. Marketing messages are separate, and you may unsubscribe without losing access to necessary service notices. Formal legal notices must be sent to the legal contact below; cancellation and ordinary support requests may be sent to support.

Operator: Geeks5g LLC, operating ProAxis.AI. Business address: 7701 N Lamar Blvd, Austin, TX 78752, United States. Legal notices: legal@proaxis.ai. Support and cancellation: support@proaxis.ai. Privacy requests: privacy@proaxis.ai. If an independent partner is your seller, its Order must also identify its legal name and contact details.