JEFFREY MICHAEL CAPITAL, LLC | TERMS OF USE

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

These Terms of Use (“Terms”) govern your access to and use of jeffreymichaelcapital.com and praxis.jeffreymichaelcapital.com (collectively, the “Sites”) and any content, tools, features, and services made available through the Sites (collectively, the “Services”). The Sites are operated by Jeffrey Michael Capital, LLC (“JMC,” “we,” “us,” “our”). JMC is an Indiana limited liability company with headquarters in Michigan, USA.

These Terms of Use govern your access to and use of the websites, pages, forms, content, and related online services made available by Jeffrey Michael Capital, LLC, including jeffreymichaelcapital.com and related JMC pages, and any related public-facing Praxis pages that link to these Terms, unless separate terms expressly apply.

By accessing or using the Sites, you agree to these Terms. If you do not agree, do not use the Sites.

These Terms apply only to public website use and related online interactions unless a separate written agreement expressly applies. Services are provided only under separate written agreement where required.

1. Company; Scope; U.S.-Only Use

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

Jeffrey Michael Capital, LLC provides strategic advisory, fractional leadership, expansion strategy, capital readiness, web and digital marketing, AI integration, Praxis-related services, and other related business services in the United States.

These Terms govern your access to and use of the public-facing Sites and related online content, including informational pages, contact forms, scheduling tools, downloads, and similar website functionality.

The Sites and related public-facing offerings are intended only for individuals and businesses physically located in the United States and for U.S.-based business activity. Jeffrey Michael Capital, LLC does not market, contract for, or knowingly provide its standard public-facing website offerings outside the United States.

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

Unless expressly agreed otherwise in writing, Michigan law and the applicable U.S.-based agreement framework will govern the relationship.

If you access the Sites from outside the United States, you do so on your own initiative and at your own risk. We make no representation that the Sites, content, or any related service is appropriate, lawful, or available for use outside the United States.

2. Separate Agreements; No Automatic Service Relationship

Your use of the Sites does not create any consulting, advisory, fiduciary, broker-dealer, investment banking, investment adviser, legal, accounting, employment, agency, partnership, joint venture, or other professional relationship with Jeffrey Michael Capital, LLC.

No service relationship is formed merely by:
(a) visiting the Sites,
(b) submitting a contact form or inquiry,
(c) scheduling or requesting a consultation,
(d) exchanging emails or calls,
(e) receiving information, content, or materials from us, or
(f) using any public-facing website functionality.

Any consulting, advisory, platform, subscription, implementation, digital, or other paid service relationship is governed only by a separate written agreement signed or otherwise validly executed by the relevant parties, which may include:
(a) a master services agreement,
(b) statement of work,
(c) subscription agreement,
(d) order form,
(e) data processing agreement,
(f) nondisclosure agreement, or
(g) other written services agreement.

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

3. Praxis Terms and Other Platform-Specific Terms

Praxis platform access and use may also be subject to separate Praxis Terms of Service, subscription terms, order forms, statements of work, data processing agreements, or other written agreements.

If a separate Praxis-specific agreement applies, that agreement will control to the extent of any conflict with these Terms with respect to the applicable platform or service use.

These Terms are not intended to replace or supersede separate Praxis platform terms where those terms expressly apply.

4. Eligibility and Account Responsibility

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

If any public-facing portion of the Sites or any related pre-engagement functionality requires an account, you agree to:
(a) provide accurate and complete information,
(b) keep your login credentials confidential,
(c) restrict access to your account to authorized users only,
(d) notify us promptly of any suspected unauthorized use or security issue, and
(e) accept responsibility for activity occurring under your account to the extent caused by your actions, inactions, or failure to maintain reasonable security.

We may suspend, restrict, or terminate access if we reasonably believe an account is being used in violation of these Terms, applicable law, or any separate written agreement.

5. No Professional Advice; No Reliance

The Sites and all content, materials, outputs, examples, articles, posts, white papers, downloads, communications, and other information made available through the Sites are provided for general informational purposes only.

Nothing on the Sites constitutes or should be relied upon as:
(a) legal advice,
(b) tax advice,
(c) accounting advice,
(d) audit advice,
(e) investment advice,
(f) securities advice,
(g) broker-dealer or placement-agent services,
(h) valuation advice,
(i) employment or HR compliance advice,
(j) medical or healthcare advice, or
(k) any other regulated professional advice.

You are solely responsible for evaluating any information and for obtaining independent professional advice appropriate to your circumstances before acting or refraining from acting.

6. Praxis Outputs; Decision-Support Only

Praxis and related AI-enabled tools, models, workflows, analyses, outputs, summaries, recommendations, and generated content are intended solely as business-support and decision-support tools.

Praxis outputs may be incomplete, inaccurate, out of date, assumption-dependent, or sensitive to the quality and completeness of the inputs provided.

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

Praxis outputs do not replace professional judgment, human review, or independent analysis.

7. Capital Readiness and Transaction-Related Disclosures

Any content on the Sites relating to capital readiness, transactions, diligence, value creation, business transition, growth funding strategy, acquisition evaluation, or related topics is provided solely for general informational purposes.

Nothing on the Sites constitutes:
(a) an offer to sell or solicitation of an offer to buy securities,
(b) broker-dealer services,
(c) placement-agent services,
(d) investment banking services,
(e) investment advisory services, or
(f) any guarantee of funding, valuation, returns, transaction completion, or business outcome.

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

8. Fractional Leadership and Related Services Disclosures

Any reference on the Sites to fractional leadership, executive support, advisory integration, managed support, operational guidance, or similar services is informational only unless and until governed by a separate written agreement.

Unless expressly agreed in writing:
(a) Jeffrey Michael Capital, LLC does not become your employer, co-employer, joint employer, agent, fiduciary, officer, or payroll provider,
(b) you remain solely responsible for your own personnel decisions, policies, payroll, tax compliance, benefits, labor and employment compliance, and internal approvals, and
(c) you remain solely responsible for decisions made within your business, even where advisory input or support is provided.

9. Acceptable Use

You agree not to use the Sites, Praxis-related functionality, or any related service in a manner that:
(a) violates any applicable law, regulation, court order, or contractual restriction,
(b) infringes, misappropriates, or otherwise violates the rights of any person or entity,
(c) is fraudulent, deceptive, misleading, defamatory, harassing, abusive, obscene, or unlawful,
(d) introduces malware, ransomware, spyware, malicious code, bots, scraping tools, or harmful technical interference,
(e) attempts to gain unauthorized access to any system, account, network, or data,
(f) interferes with the operation, security, integrity, or availability of the Sites or services,
(g) reverse engineers, decompiles, or attempts to derive source code or underlying models except to the extent non-waivable law prohibits such restriction,
(h) uses the Sites or services to develop, benchmark, train, or improve a competing product or service without our prior written consent,
(i) uploads or transmits restricted data in violation of these Terms, our Privacy Policy, or any separate agreement, or
(j) otherwise uses the Sites or services in a manner inconsistent with their intended purpose.

10. Customer Content; Restricted Data; Submission Responsibility

You may submit information, documents, records, prompts, business materials, and other content to us through the Sites, Praxis, or related channels only if you have all necessary rights and lawful authority to do so.

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

Unless expressly agreed otherwise in writing, we may rely on your representations regarding your authority, permissions, notices, consents, and lawful basis to provide such information and instruct us to process it.

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

Do not send confidential deal materials, regulated data, highly sensitive personal information, or legally restricted business materials through public forms or general intake channels unless we have specifically instructed you to do so through an approved secure process and, where appropriate, under a signed agreement.

Public website forms, general intake channels, and ordinary email are not designated secure channels for highly sensitive, regulated, or transaction-critical information unless we specifically instruct you otherwise in writing or through an approved secure process.

We may reject, remove, quarantine, decline to process, or require secure re-submission of any information or materials that violate these Terms, are submitted through channels not approved for that type of information, or create legal, security, confidentiality, operational, or compliance risk in our judgment.

11. License to Customer Content

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

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

Customer Content and related business information are used only for internal business purposes by Jeffrey Michael Capital, LLC and its authorized employees, contractors, advisors, service providers, and approved subprocessors, each subject to appropriate confidentiality, contractual, or professional obligations, and are not published, sold, or made publicly available by us except:
(a) at your direction,
(b) as necessary to provide requested services, or
(c) as required by law.

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

12. Communications and Monitoring

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

13. Intellectual Property

The Sites and all related content, design, text, graphics, branding, logos, software, interfaces, page layout, databases, materials, and underlying technology, excluding Customer Content, are owned by or licensed to Jeffrey Michael Capital, LLC and are protected by intellectual property and other applicable laws.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Sites for your internal lawful business or informational use only.

You may not, without our prior written consent:
(a) reproduce, distribute, publish, publicly display, modify, create derivative works from, or exploit Site content except as expressly permitted,
(b) remove or alter proprietary notices,
(c) use our name, marks, or branding in a misleading or unauthorized manner, or
(d) use Site content in a manner that suggests endorsement, affiliation, or sponsorship where none exists.

14. Third-Party Services and Links

The Sites may include links to or integrations with third-party websites, tools, platforms, content, or services. We do not control and are not responsible for the content, availability, security, or practices of third parties.

Your interactions with third-party services are governed by the third party's own terms and policies.

15. Privacy

Your use of the Sites and related services is also subject to our Privacy Policy, as updated from time to time.

If you are a Praxis customer or submit Customer Content in connection with platform or consulting services, additional privacy, processing, security, and confidentiality terms may apply under separate agreements, including Praxis Terms of Service, subscription terms, order forms, statements of work, or data processing agreements.

Where separate Praxis Terms of Service, subscription terms, order forms, statements of work, nondisclosure agreements, or data processing agreements apply, those documents govern to the extent of any conflict with these Terms as to the applicable subject matter.

16. Disclaimers

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

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

WITHOUT LIMITING THE FOREGOING:
(a) we do not warrant that the Sites or any content will be complete, accurate, current, or suitable for your needs,
(b) we do not warrant that any service inquiry will result in engagement,
(c) we do not guarantee funding, valuation, transaction completion, revenue, operational improvement, search performance, marketing results, AI performance, or any business outcome, and
(d) we do not guarantee that Praxis or any output will be free from error, bias, omission, or incorrect assumptions.

17. Limitation of Liability

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

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF JEFFREY MICHAEL CAPITAL, LLC AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, CONTRACTORS, ADVISORS, LICENSORS, SERVICE PROVIDERS, AND SUBPROCESSORS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

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

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

18. Indemnification

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

19. Suspension and Termination

We may suspend, restrict, disable, or terminate access to the Sites, any account, or any related functionality at any time, with or without notice, if we reasonably believe:
(a) you have violated these Terms or applicable law,
(b) your use poses security, legal, technical, or reputational risk,
(c) restricted data or unlawful content has been submitted,
(d) suspension is necessary to protect the Sites, services, users, or business operations, or
(e) a separate written agreement has ended or been terminated and continued access is no longer appropriate.

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

20. Dispute Resolution; Forum; Arbitration Election

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

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

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

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

21. No Waiver; Severability; Assignment

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

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

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

22. Changes to These Terms

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

Your continued use of the Sites after updated Terms become effective constitutes acceptance of the updated Terms, except to the extent applicable law requires another form of consent.

23. Contact Information

If you have questions about these Terms, contact:

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