Terms of Service

1.Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and EZ-Praxis LLC, a Florida limited liability company ("EZ-Praxis," "we," "us," or "our"), governing your access to and use of the EZ-Praxis AI voice agent platform and related services (collectively, the "Services") available at ez-praxis.com and its subdomains.

By accessing or using our Services, completing an enrollment or onboarding process, or executing a Service Agreement referencing these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

2.Description of Services

EZ-Praxis LLC provides AI-powered voice agent solutions designed for UPS Store franchise owners and other retail franchise operators. Our Services include:

• AI Voice Agent Deployment: Configuration, training, and deployment of AI voice agents customized for your store location, including inbound call handling, customer inquiry response, and lead capture.
• Knowledge Base Management: Development and ongoing maintenance of a store-specific knowledge base covering services, hours, policies, and frequently asked questions.
• CRM and Call Management: Access to a centralized dashboard for reviewing call activity, leads, and performance data through third-party CRM integrations.
• Real-Time Notifications: Automated alerts for high-priority calls, escalations, and customer inquiries captured by your AI agent.
• Technical Support and Optimization: Ongoing monitoring, updates, and optimization of your AI voice agent by the EZ-Praxis team.

Service specifications, features, and deliverables may be further described in a separate Service Agreement executed between EZ-Praxis and the Client. In the event of a conflict, the executed Service Agreement shall govern.

3.Eligibility and Account Registration

To use our Services, you must:

• Be at least 18 years of age;
• Be a legally authorized representative of a business entity operating a UPS Store franchise or otherwise eligible for the Services;
• Provide accurate, current, and complete registration and onboarding information;
• Maintain the security of your account credentials and promptly notify us of any unauthorized access.

EZ-Praxis reserves the right to decline enrollment or terminate accounts that do not meet eligibility requirements or provide inaccurate information.

Account access is personal to the store. Access to Grace is limited to the store owner and to persons who are employees of that store at the time of access, including anyone the owner adds in the Owner Dashboard. Logins, one-time codes, links, open sessions, screen sharing and exported data must not be shared with anyone who is not a store employee, and a person's access must be removed when they stop being an employee. The account holder is responsible for every action taken through its logins and codes, including by anyone it gave access to or who obtained a shared code; EZ-Praxis may suspend or reset access it reasonably believes has been shared or compromised and is not liable for loss or disclosure that results from shared or unprotected access.

4.Subscription and Payment Terms

Access to the EZ-Praxis platform is provided on a subscription basis. By enrolling in our Services, you agree to the following:

• Pricing: Subscription fees are as stated at the time of enrollment and in your executed Service Agreement. Current standard pricing is available upon request at web@ez-praxis.com.
• Billing Cycle: Subscriptions are billed monthly on the date of enrollment unless otherwise agreed in writing.
• Payment Method: Payment is due by the billing date. You authorize EZ-Praxis (or its billing processor) to charge your designated payment method on a recurring basis.
• Late Payments: Accounts that are 10 or more days past due may be subject to service suspension. EZ-Praxis reserves the right to charge a late fee of up to 1.5% per month on outstanding balances.
• Price Changes: EZ-Praxis reserves the right to modify subscription pricing. We will provide at least 30 days written notice of any pricing changes. Continued use of the Services after the effective date of a price change constitutes acceptance of the new pricing.
• Taxes: Subscription fees do not include applicable taxes. You are responsible for any sales, use, or other taxes applicable to your subscription.

5.Service Commitment and Cancellation

Following the completion of the Initial Term, the subscription will automatically renew on a month-to-month basis unless either party provides written notice of cancellation at least 30 days prior to the next billing date.

Cancellation Procedure: To cancel after the Initial Term, you must submit written notice to web@ez-praxis.com at least 30 days before the desired cancellation date. Verbal cancellations are not accepted.

Early Termination: If you cancel or fail to pay during the Initial Term, you will remain obligated to pay the remaining balance of fees owed through the end of the Initial Term.

Refunds: All fees paid are non-refundable except at the sole discretion of EZ-Praxis and only where services were not delivered due to fault of EZ-Praxis.

6.Intellectual Property

All content, software, systems, designs, trademarks, and materials comprising the EZ-Praxis platform including AI agent configurations, interfaces, processes, and brand assets are the exclusive property of EZ-Praxis LLC and are protected under applicable intellectual property laws.

Agent Number: The AI agent number and agent identity assigned to your store location are the permanent property of EZ-Praxis LLC. This number remains with EZ-Praxis upon termination of service, regardless of the circumstances of termination.

You are granted a limited, non-exclusive, non-transferable license to use the Services solely for your internal business operations during the term of your subscription. This license does not permit you to:

• Copy, modify, distribute, or create derivative works from the EZ-Praxis platform;
• Reverse engineer or attempt to extract the source code of any component of the Services;
• Resell or sublicense access to the Services without prior written consent from EZ-Praxis.

7.Knowledge Base and Content Contributions

In the course of onboarding and service delivery, you may provide EZ-Praxis with store-specific information, content, operational details, FAQs, scripts, policies, and other materials ("Client Content") for incorporation into your AI agent's knowledge base.

You represent and warrant that any Client Content you provide: (a) does not infringe on any third-party intellectual property rights; (b) does not contain false or misleading information; and (c) complies with all applicable laws and UPS Store franchise standards.

8.Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You must not use the Services to:

• Violate any applicable federal, state, or local law or regulation;
• Engage in deceptive, misleading, or fraudulent practices;
• Transmit any unlawful, harassing, defamatory, or harmful content through the platform;
• Interfere with or disrupt the integrity or performance of the Services or associated infrastructure;
• Attempt to gain unauthorized access to any portion of the platform or related systems;
• Use the Services in any manner that could damage, disable, or impair EZ-Praxis's systems or reputation.

EZ-Praxis reserves the right to immediately suspend or terminate your account upon discovery of any prohibited use without liability or prior notice.

You also must not copy, reproduce, reverse engineer, scrape, record or document the Grace platform, its prompts, workflows, screens, materials or methods for the purpose of building, training, assisting or selling a competing product, nor use your access to Grace to do so, during or after your use of the Services. The harm from such use is difficult to measure; the Grace Services Agreement sets out the remedies, including liquidated damages, injunctive relief and recovery of fees and costs, and nothing limits a client's liability for it.

9.Confidentiality

Each party agrees to maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with the Services ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, nor use it for any purpose other than performing obligations under these Terms.

This confidentiality obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; or (c) is required to be disclosed by law or court order, provided that the disclosing party is given prompt written notice.

Your store's information. EZ-Praxis keeps a store's non-public business information — call volumes, sales, performance figures, customers, employees and reports — confidential, uses it only to provide and improve the Services, and never discloses it to another store, a franchisor or any third party in a form that identifies the store. EZ-Praxis may use information and results from the Services in de-identified, aggregated form (for example, "stores using Grace answered more after-hours calls") to measure performance, improve the Services and support case studies, benchmarks and marketing, and will never name a store or present figures in a way that could reasonably identify it without the store's written consent.

10.Disclaimers and Limitation of Liability

Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EZ-PRAXIS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET YOUR SPECIFIC REQUIREMENTS.

Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EZ-PRAXIS LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, EVEN IF EZ-PRAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EZ-Praxis's total cumulative liability to you for any claims arising under or related to these Terms shall not exceed the total fees paid by you to EZ-Praxis in the three (3) months preceding the claim.

11.Indemnification

You agree to indemnify, defend, and hold harmless EZ-Praxis LLC and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of or access to the Services;
• Your breach of these Terms or any applicable law;
• Any Client Content you provide to EZ-Praxis;
• Your violation of any third-party rights, including intellectual property or privacy rights.

12.Modifications to the Service

EZ-Praxis reserves the right to modify, update, suspend, or discontinue any aspect of the Services at any time, with or without notice. We will make reasonable efforts to notify active Clients of material changes to the Services with at least 14 days advance notice via email.

EZ-Praxis may update these Terms, its policies and the Services. Updated Terms are posted at ez-praxis.com/terms-of-service with the revised effective date, and changes that affect a store's agreement are presented to the store owner in the Grace app with a summary of what changed and the full text; the owner acknowledges the change there, the presentation and acknowledgment (who, when, which version, which device) are recorded, and continued use of the Services after a change is presented is acceptance of it. Prices and the length of any commitment do not change during a current term except as the Grace Services Agreement provides. If a change materially reduces the Services or the owner's rights, the owner may instead terminate without penalty by written notice within thirty (30) days of the change being presented.

13.Termination

EZ-Praxis may suspend or terminate your access to the Services immediately, with or without notice, if:

• You breach any provision of these Terms;
• Payment is overdue by more than 15 days;
• You engage in conduct that EZ-Praxis determines, in its sole discretion, is harmful to the platform, other clients, or EZ-Praxis's reputation.

Upon termination, your right to access and use the Services will immediately cease. Sections 6, 7, 10, 11, and 14 of these Terms shall survive termination.

14.Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.

Informal Resolution: Before initiating any formal dispute proceeding, the parties agree to attempt in good faith to resolve any dispute through direct negotiation for a period of 30 days following written notice of the dispute.

Arbitration: If informal resolution is unsuccessful, any dispute arising from or related to these Terms shall be resolved by binding arbitration in Broward County, Florida, under the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Class Action Waiver: You waive any right to participate in a class action lawsuit or class-wide arbitration against EZ-Praxis.

15.Miscellaneous

• Entire Agreement: These Terms, together with any executed Service Agreement, constitute the entire agreement between you and EZ-Praxis regarding the Services and supersede all prior agreements or understandings.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure by EZ-Praxis to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision.
• Assignment: You may not assign your rights or obligations under these Terms without prior written consent from EZ-Praxis. EZ-Praxis may assign these Terms freely.
• Force Majeure: EZ-Praxis shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control.
• Notices: All legal notices to EZ-Praxis must be sent in writing to web@ez-praxis.com or to our address in Tamarac, Florida.

16.Contact Information

If you have questions or concerns about these Terms of Service, please contact us: