Terms of Service

Agreement to Terms

By accessing or using ProAxis.ai — including proaxis.ai, the platform at app.proaxis.ai, our mobile applications, our APIs, and any white-labelled instance operated by a ProAxis partner (together, the “Service”) — you agree to be bound by these Terms of Service. If you do not agree, do not use the Service.

If you accept these Terms on behalf of a company, you confirm you have the authority to bind that company, and “you” means that company. How we handle information is set out in our Privacy Policy, which forms part of this agreement.

Description of Service

ProAxis is a performance marketing operating system. It captures consumer demand, verifies and qualifies it, and routes it to buyers under four revenue models — Pay Per Call, Pay Per Lead, Pay Per Appointment and Pay Per Action — based on service type, location, availability, capacity and bid price. Publishers use the Service to monetize traffic; partners use it to run a marketplace under their own brand.

We do not guarantee:

• A specific number of calls, leads, appointments or actions
• Conversion rates or close rates
• Revenue, job outcomes or return on spend
• Uninterrupted or error-free operation of the Service

Account Eligibility and Responsibilities

By using the Service, you represent that:

• You are legally permitted to operate your business, and hold every licence, registration and insurance your services require
• You will provide accurate account, contact, coverage and billing information, and keep it current
• You are responsible for all activity under your account, including activity by your staff, contractors and sub-accounts
• You will keep your credentials confidential and tell us promptly about any unauthorized use
• You will handle every call, lead and appointment professionally and lawfully

You are responsible for missed calls, staffing levels, response times and business outcomes. The Service delivers opportunities; converting them is your work.

Credits, Balances and Billing

• Credits are purchased in advance and held as a prepaid balance on your account
• Minimum purchase: 10 credits
• One credit is deducted per billable event — a valid call transfer, an accepted lead, a booked appointment or a qualified action, depending on the model you are running
• Credits are non-refundable and non-transferable, including between accounts, sub-accounts and partners
• Credits expire after the period stated at the time of purchase
• Prices exclude taxes, which are your responsibility where they apply

Autopay is optional. You can enable or disable it at any time from your billing settings. Payments are handled by our payment providers; we do not store full card numbers.

Bidding and Routing Priority

• Each service area has a minimum price per billable event
• You may bid at or above that minimum
• When volume is constrained, higher bids receive routing priority
• Routing also weighs coverage, capacity, hours, historical acceptance and quality signals — price alone does not decide where an opportunity goes
• Bid prices and minimums may be adjusted at any time

Credit Requests

• Credits may be requested for invalid events as defined in our Credit and Refund Policy
• Requests must be submitted within the time window shown in the platform
• Recordings, transcripts and routing records are used to review each request
• Abuse of the credit system may result in account suspension or termination

Call Recording and Communications

Calls that move through the Service are recorded and transcribed so that routing, verification, analytics and credit reviews can work. By using the Service, you consent to call recording and agree to comply with applicable laws. What we do with those recordings is described in the Privacy Policy.

You are responsible for your own communications compliance — consent, do-not-call obligations, one- and two-party consent recording laws, and any messaging you send from the platform to consumers you obtained through it.

No Long-Term Contracts

There are no long-term contracts on standard plans. You may stop using the Service at any time by not purchasing additional credits. Separately negotiated partner and enterprise agreements govern their own term and notice periods.

Prohibited Use

You may not:

• Use the Service for unlawful purposes
• Misrepresent your business, licensing, coverage or capacity
• Abuse credit requests or disputes
• Resell, redistribute or syndicate calls, leads or appointments without written permission
• Attempt to manipulate routing, bidding, attribution or billing systems
• Scrape the Service, reverse engineer it, or attempt to reach another account’s data
• Generate traffic through misleading advertising, incentivized clicks or automated means

Integrations and Connected Accounts

The Service can connect to third-party accounts you authorize, including Google Calendar, telephony, payment, CRM and messaging providers. Connecting an account is optional, is started by you, and can be undone at any time.

You are responsible for having the right to connect the account you connect, and your use of any third-party service remains governed by that provider’s own terms. The scopes we request, what we do with the data, the Limited Use commitments we make, and how to revoke access are set out in clause 06 of the Privacy Policy.

Intellectual Property

The Service, its software, interfaces, models and brand are owned by ProAxis.ai and its licensors. Using the Service grants you a limited, non-exclusive, non-transferable right to use it while your account is in good standing, and nothing more.

You keep ownership of your own data. You grant us the rights needed to operate, secure and improve the Service — including processing calls, leads and appointments, and using aggregated, de-identified data for reporting and benchmarking.

Disclaimers and Limitation of Liability

The Service is provided “as is” and “as available”, without warranties of any kind, to the maximum extent permitted by law.

To the maximum extent permitted by law, ProAxis.ai shall not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue or lost business, arising from use of the Service. Our total liability for any claim is limited to the amount you paid us in the ninety days before the event that gave rise to it.

Termination

We reserve the right to suspend or terminate accounts for violations of these Terms, abuse, fraud, non-payment, or misuse of the platform. You may stop using the Service at any time. Unused credits are not refunded on termination.

Changes to These Terms

We may update these Terms from time to time. The “last updated” date at the top of this page reflects the current version, and material changes will be announced in the platform or by email. Continuing to use the Service after a change takes effect means you accept the revised Terms.

Governing Law

These Terms are governed by applicable laws as determined by ProAxis.ai. Any dispute will be handled in the courts of that jurisdiction, unless a separate written agreement between us says otherwise.