Terms and Conditions
1. Agreement to Terms
These Terms and Conditions ("Terms") govern access to and use of services provided by Graxis Technologies LLC ("Graxis," "we," "us," or "our").
By accessing our website, executing an order form or service agreement, purchasing services, or using any service offered by Graxis, the customer ("Client," "you," or "your") agrees to be bound by these Terms.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms.
If you do not agree to these Terms, you may not use the Services.
Graxis may update these Terms from time to time. Material changes applicable to existing Clients will be communicated through reasonable written or electronic notice. Continued use of the Services after the effective date of updated Terms constitutes acceptance of the updated Terms to the extent permitted by applicable law.
2. Services
Graxis provides AI-powered customer engagement, communications, automation, workflow, CRM, consulting, implementation, and related technology services ("Services").
Specific Services, deliverables, usage allowances, pricing, implementation requirements, support arrangements, and other scope-specific terms will be defined in the applicable service agreement, proposal, statement of work, or order form ("Service Agreement").
In the event of a conflict between these Terms and an executed Service Agreement, the Service Agreement will control with respect to the conflicting provision.
Graxis may modify, update, replace, or improve features of the Services as reasonably necessary, provided that such changes do not materially eliminate Services expressly purchased by Client during a prepaid service period without an appropriate substitute or adjustment.
3. Onboarding and Setup
A one-time setup or implementation fee may be required prior to commencement of Services.
Setup fees compensate Graxis for work including account configuration, system architecture, AI configuration, workflow development, integrations, knowledge-base preparation, testing, and onboarding.
Unless expressly stated otherwise in writing, setup and implementation fees are non-refundable once work has commenced.
Service activation may be dependent upon receipt of payment and Client's timely completion of onboarding requirements.
Delays caused by Client's failure to provide required information, approvals, credentials, content, access, or other dependencies will not constitute a breach by Graxis and may delay the activation date.
4. Fees and Payment
4.1 Recurring Billing
Recurring service fees are billed in advance beginning on the applicable service start date unless otherwise stated in the Service Agreement.
Unless otherwise stated in the applicable Service Agreement, recurring Services automatically renew for successive billing periods until cancelled in accordance with these Terms. Client authorizes Graxis to charge the payment method on file at the then-current recurring rate without further authorization for each renewal period, subject to any notice of price changes required by these Terms or applicable law.
4.2 Payment Authorization
Client authorizes Graxis and its payment processors to charge Client's designated payment method for recurring fees, usage charges, overages, approved project fees, and other amounts due under the applicable Service Agreement.
Client is responsible for maintaining accurate and current payment information.
4.3 Usage and Overage Charges
Certain Services may include defined usage allowances or usage-based components, including communications, telephone usage, SMS or MMS messaging, email delivery, carrier fees, telecommunications services, artificial intelligence services, workflow executions, third-party services, users, locations, or other metered features.
Applicable included allowances, usage rates, overage rates, or pass-through charges may be stated in the applicable Service Agreement, order form, proposal, or Graxis Usage & Communications Rate Sheet.
Client authorizes Graxis to charge Client’s designated payment method for applicable usage-based charges and overages incurred through the Services.
Graxis may determine, in its discretion, how underlying third-party services are procured or billed to Graxis, including through pay-as-you-go, bundled, subscription, prepaid, unlimited, volume-based, or other provider pricing arrangements. Unless expressly stated otherwise in writing, Graxis’s internal provider pricing, discounts, credits, billing arrangements, or cost structure do not determine or limit the rates charged to Client.
Usage-based rates, carrier fees, telecommunications surcharges, regulatory charges, taxes, third-party pass-through charges, and similar variable costs may change when underlying provider rates, carrier requirements, taxes, regulations, or service costs change.
Graxis may update its Usage & Communications Rate Sheet from time to time. Where a material change affects rates charged to an existing Client, Graxis will provide reasonable written or electronic notice before the updated rate is applied prospectively, except where immediate changes are required by law, regulation, carrier action, tax changes, or circumstances outside Graxis’s reasonable control.
Unless otherwise stated in the applicable Service Agreement, unused usage allowances do not carry forward from one billing period to another.
4.4 Late Payments
If payment is not received within seven (7) days of its due date, Graxis may suspend some or all Services until the outstanding balance is paid.
Accounts remaining unpaid for more than thirty (30) days may be terminated.
Suspension or termination for non-payment does not relieve Client of amounts already owed.
4.5 Price Changes
Graxis may modify recurring service pricing upon at least thirty (30) days' written notice unless otherwise specified in a Service Agreement.
4.6 Payment Disputes and Chargebacks
Client agrees to notify Graxis promptly of any billing dispute and provide Graxis a reasonable opportunity to investigate and resolve the matter before initiating a payment dispute or chargeback.
Nothing in this provision waives any rights Client may have under applicable payment-card or consumer protection laws.
5. Service Limits and Change Requests
Service tiers may include specified numbers of workflow modifications, knowledge-base updates, support requests, integrations, locations, users, or other service components.
Unless otherwise specified, unused monthly service allowances do not roll over.
Requests exceeding the applicable Service Agreement may be:
deferred until a subsequent service period;
charged according to applicable overage pricing; or
scoped as a separate project subject to Client approval.
Graxis is not obligated to perform material work outside the contracted scope without mutual agreement.
6. Third-Party Platforms and Services
Graxis Services may rely upon third-party software, telecommunications providers, hosting providers, artificial intelligence providers, APIs, CRM systems, payment processors, messaging providers, domain providers, and other technology services.
Client acknowledges that Graxis does not control such third-party services and cannot guarantee their availability, performance, security, functionality, pricing, policies, or continued operation.
Graxis will not be responsible for interruptions, delays, feature changes, service limitations, data loss, policy changes, account restrictions, or other failures caused primarily by third-party providers and outside Graxis's reasonable control.
Graxis may substitute reasonably comparable third-party technologies when necessary to maintain or improve the Services.
Third-party providers may modify or discontinue features, APIs, integrations, pricing, policies, eligibility requirements, or services at any time. Such changes may require Graxis to modify configurations, substitute technologies, change implementation methods, or adjust affected pricing or scope. Graxis does not guarantee continued interoperability with any particular third-party product or service.
7. Artificial Intelligence Systems
7.1 Nature of AI Technology
Client acknowledges that artificial intelligence and machine-learning systems are probabilistic technologies and may occasionally generate inaccurate, incomplete, inappropriate, delayed, inconsistent, or unintended responses.
No AI system can be guaranteed to operate without error.
7.2 No Guarantee of AI Accuracy
Graxis will use commercially reasonable efforts to configure and maintain AI systems according to the agreed scope, but does not warrant that AI-generated communications, classifications, recommendations, summaries, decisions, or other outputs will always be accurate or appropriate.
7.3 Client Review and Supervision
Client remains responsible for appropriate human oversight of AI systems used in connection with Client's business.
Client is responsible for reviewing and approving material business information supplied to AI systems, including:
pricing;
services offered;
business hours;
scheduling rules;
policies;
frequently asked questions;
promotions;
disclosures; and
other Client-specific information.
Client must promptly notify Graxis of inaccurate or outdated information that could materially affect system performance.
7.4 High-Risk Uses
Unless expressly agreed in writing, the Services are not intended to independently provide medical diagnoses, legal advice, financial advice, emergency services, or other professional determinations requiring licensed professional judgment.
7.5 AI Disclosure and Appropriate Use
Client is responsible for ensuring that legally required disclosures are provided when customers, prospects, employees, or other individuals interact with an AI-based voice agent, chatbot, or other automated system. Client will not intentionally configure or use the Services to misrepresent AI-generated communications as human-generated where disclosure is required by law, regulation, or applicable platform policy.
Client must not submit protected health information, payment-card data, highly sensitive personal information, or other specially regulated or confidential information to AI features unless the applicable deployment has been expressly approved and configured by Graxis for that category of information and any required agreements or safeguards are in place.
8. Automated Communications and Compliance
Graxis may provide automated communications capabilities including SMS, email, AI voice, automated calling, and other communications on behalf of Client.
8.1 Client Responsibility for Consent
Client is responsible for establishing a lawful basis and obtaining all legally required consents for communications initiated through the Services.
Where applicable, this includes obtaining prior express consent or prior express written consent as required under the Telephone Consumer Protection Act ("TCPA"), Federal Communications Commission rules, and other applicable laws.
8.2 Compliance with Communications Laws
Client agrees to use the Services in accordance with applicable federal, state, and local laws and regulations governing communications, marketing, telemarketing, consumer protection, privacy, and automated communications, including, where applicable, the TCPA and CAN-SPAM Act.
Without limiting the foregoing, Client is responsible for compliance, where applicable, with the Telephone Consumer Protection Act (TCPA), Telemarketing Sales Rule (TSR), CAN-SPAM Act, federal and state do-not-call requirements, state-specific telemarketing and so-called mini-TCPA laws, carrier and telecommunications-provider rules including 10DLC registration and messaging requirements, and applicable international electronic-communications laws such as Canada's Anti-Spam Legislation (CASL) and the GDPR.
Client is responsible for determining and satisfying any registration, licensing, bonding, identification, disclosure, calling-hour, consent, recordkeeping, or other requirements applicable to its communications activities.
8.3 AI Voice and Automated Calling
Client is responsible for determining whether AI-generated or automated voice communications require consent, identification, disclosure, recording notification, or other notices and for ensuring that applicable requirements are satisfied.
8.4 Opt-Out Management
Graxis may configure automated opt-out functionality where supported by the applicable platform.
Client nevertheless remains responsible for ensuring that opt-out, revocation, suppression, and do-not-contact requests received through Client's business are appropriately honored.
8.5 Client Campaigns and Contact Lists
Client represents that contact lists, lead lists, customer databases, and other communication recipients supplied by Client were obtained and are being used lawfully.
Client will maintain accurate and complete records sufficient to demonstrate the source and scope of required consents, permissions, opt-outs, revocations, suppression requests, registrations, and other communications-compliance obligations and will provide reasonable evidence of such compliance to Graxis upon request when necessary to address a complaint, carrier inquiry, platform review, or legal requirement.
Graxis may refuse, restrict, or suspend campaigns that reasonably appear to violate applicable law, carrier requirements, platform policies, or these Terms.
8.6 Graxis SMS Messaging Program
Individuals who provide their telephone number to Graxis and separately consent to receive SMS communications may receive text messages from Graxis Technologies LLC consistent with the consent provided.
Messages may include responses to inquiries, appointment or consultation communications, service-related notifications, account communications, customer support, follow-up communications, and, where the individual has provided appropriate consent, marketing or promotional messages.
Message frequency may vary. Message and data rates may apply.
Recipients may opt out of SMS communications at any time by replying STOP to a message. Where supported, recipients may reply HELP for assistance or contact Graxis through the contact information provided on our website.
Consent to receive marketing SMS communications is not a condition of purchasing Graxis Services.
Wireless carriers are not liable for delayed or undelivered messages.
Graxis's collection, use, and disclosure of personal information in connection with its SMS messaging program is governed by the Graxis Privacy Policy. Mobile information and SMS opt-in consent will not be sold, rented, or shared with third parties for their independent marketing or promotional purposes, except that information may be provided to service providers and telecommunications providers as reasonably necessary to operate the messaging program, deliver communications, prevent fraud or abuse, and comply with applicable law.
9. Client Responsibilities
Client agrees to:
provide accurate and complete information required for configuration and operation of the Services;
maintain valid payment information;
designate an authorized point of contact;
provide required approvals, credentials, access, content, and information in a timely manner;
review material system configurations and Client-specific information;
maintain appropriate human oversight of automated systems;
comply with applicable laws and regulations;
maintain any licenses or authorizations required for Client's business;
notify Graxis of material changes affecting the Services; and
use the Services only for lawful business purposes.
Graxis is not responsible for delays, errors, or compliance failures resulting from inaccurate information, delayed approvals, unauthorized use, or other acts or omissions of Client.
For communications initiated for Client through the Services, Client is the business responsible for determining the content, purpose, timing, audience, and lawful basis of the communication and will be treated as the sender, advertiser, seller, telemarketer, or comparable responsible party to the extent provided by applicable law. Graxis acts as a technology and service provider unless expressly agreed otherwise in writing.
10. Acceptable Use
Client may not use the Services to:
send unlawful unsolicited communications or spam;
engage in fraudulent, deceptive, abusive, or misleading conduct;
impersonate another person or organization unlawfully;
violate applicable law;
infringe intellectual property or privacy rights;
distribute malicious software;
interfere with the operation or security of Graxis or third-party systems;
attempt unauthorized access to systems or data;
transmit unlawful, threatening, defamatory, or abusive content; or
conduct activities prohibited by applicable telecommunications carriers or platform providers.
use AI or automation to make eligibility, employment, credit, housing, insurance, healthcare, legal, financial, or other decisions having legal or similarly significant effects on individuals unless expressly approved in writing and implemented in compliance with applicable law;
use the Services to generate or distribute fraudulent reviews, deceptive impersonations, misinformation, unlawful discriminatory content, or content that infringes third-party intellectual property rights.
Graxis may suspend or terminate Services where Graxis reasonably determines that Client's activities create a material legal, security, reputational, operational, or compliance risk.
11. Healthcare and Regulated Deployments
Graxis may offer deployment configurations designed to support use in healthcare or other regulated environments.
A system described as "HIPAA-capable," "HIPAA-configurable," or similar does not by itself establish that Client's entire implementation or business is compliant with HIPAA or any other regulation.
Client must inform Graxis before implementation if Client intends to create, receive, maintain, or transmit protected health information or other specially regulated information through the Services.
Where required, the parties will execute an appropriate Business Associate Agreement ("BAA") before Graxis handles protected health information on Client's behalf.
Client remains responsible for its own regulatory obligations, policies, procedures, workforce practices, and use of the Services.
Graxis is not responsible for compliance failures resulting from Client's failure to disclose applicable regulatory requirements or Client's use of Services outside an agreed compliant configuration.
12. Security
Graxis will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and information under Graxis's control.
Client acknowledges that no internet-connected system, telecommunications network, software platform, artificial intelligence service, or data storage system can guarantee absolute security.
Client is responsible for safeguarding its login credentials and for promptly notifying Graxis of suspected unauthorized access involving Graxis-managed systems.
Client is also responsible for controlling authorized users, promptly removing access for users who no longer require it, using strong unique credentials, and enabling multi-factor or two-factor authentication where available and reasonably appropriate.
Graxis is not responsible for security incidents caused by Client's compromised credentials, Client-controlled systems, unauthorized users permitted by Client, or third-party systems outside Graxis's reasonable control.
13. Data and Privacy
Client retains ownership of Client-provided business information and customer data, subject to Graxis's rights necessary to provide the Services.
Client is responsible for obtaining required notices, permissions, and consents relating to collection and processing of personal information submitted to the Services.
Where applicable, Graxis processes personal information on Client's behalf as a service provider, processor, or comparable role under applicable privacy law.
Graxis may process information as reasonably necessary to provide, secure, maintain, troubleshoot, and improve the contracted Services, subject to applicable law and contractual confidentiality obligations.
Additional information regarding Graxis's data practices may be provided in the Graxis Privacy Policy.
Client is responsible for establishing and following legally required data-retention schedules and for responding to applicable data-subject or consumer privacy requests relating to data Client controls. Client will reasonably cooperate with Graxis when Graxis assistance is necessary to fulfill a lawful deletion, access, correction, portability, or similar request.
14. Data Retention and Export
Upon termination, Client should export any Client data it wishes to retain within the time permitted by the applicable platform.
Unless otherwise required by law or agreed in writing, Graxis may delete or render inaccessible Client data maintained within Graxis-controlled systems beginning thirty (30) days after termination.
Data maintained by third-party platforms may be subject to those providers' separate retention policies.
Graxis does not guarantee the continued availability of data following termination.
Upon reasonable request and where technically feasible, Graxis may assist Client with exporting Client-owned data. Significant migration, transformation, consulting, or export work may be subject to additional fees.
14.1 Phone Numbers and Provider-Specific Assets
Phone numbers, domains, email services, messaging registrations, sender identities, and similar provider-specific assets may be subject to separate third-party rules and may not remain available after suspension or termination.
A telephone number that Client owned and ported into a Graxis-managed service remains Client's number, subject to applicable carrier requirements and completion of any required port-out process. Numbers newly provisioned through Graxis or an underlying provider may be released, reassigned, or become unavailable following termination unless the applicable provider permits transfer and Client timely completes the required transfer process.
Client is responsible for initiating any requested export, port, or transfer before the applicable account or asset is released. Graxis will reasonably cooperate with a lawful and technically supported transfer request, and substantial migration or transfer assistance may be billable.
15. Confidentiality
Each party may receive confidential or proprietary information belonging to the other.
"Confidential Information" includes non-public business information such as customer information, pricing, financial information, business strategies, technical information, credentials, trade secrets, workflows, automation architecture, software configurations, prompts, documentation, methodologies, customer lists, and business plans.
Each party agrees to:
use Confidential Information only as necessary to perform or receive the Services;
protect it using reasonable safeguards; and
not disclose it except to personnel, contractors, professional advisers, and service providers having a legitimate need to know and who are subject to appropriate confidentiality obligations.
Confidential Information does not include information that is publicly available without breach of these Terms, independently developed without use of the other party's Confidential Information, or lawfully received from a third party without confidentiality restrictions.
Disclosure may be made where required by law.
These confidentiality obligations survive termination.
16. Intellectual Property
16.1 Client Property
Client retains ownership of materials supplied by Client, including Client trademarks, branding, business information, customer information, and Client-created content.
Client grants Graxis a limited license to use such materials as reasonably necessary to provide the Services.
16.2 Graxis Property
Unless an executed Service Agreement expressly provides otherwise, Graxis retains all right, title, and interest in its pre-existing and developed technology, intellectual property, know-how, methodologies, frameworks, reusable components, and implementation systems, including:
workflows;
automation logic;
CRM architecture;
snapshots;
AI prompts and prompt libraries;
AI agent configurations;
templates;
APIs and integration architecture;
scripts and custom code;
dashboards;
documentation;
standard operating procedures;
processes;
methodologies; and
reusable system configurations.
Client's payment for implementation or customization does not transfer ownership of Graxis intellectual property unless expressly agreed in writing.
16.3 Client-Specific Data
Nothing in this section gives Graxis ownership of Client's customer database, Client branding, or Client-created proprietary business information.
16.4 Feedback
If Client voluntarily provides suggestions or feedback concerning the Services, Graxis may use that feedback to improve its products and services without restriction or compensation, provided Graxis does not disclose Client Confidential Information in doing so.
17. Service Availability
Graxis will use commercially reasonable efforts to maintain reliable Services.
Unless expressly provided in a separate written service-level agreement, Graxis does not guarantee any specific uptime percentage, response time, resolution time, delivery rate, call completion rate, messaging delivery rate, or uninterrupted availability.
Maintenance, third-party outages, telecommunications failures, internet failures, carrier filtering, API failures, platform changes, and events outside Graxis's reasonable control may affect availability.
18. No Guarantee of Business Results
Graxis does not guarantee any particular:
number of leads;
appointments;
bookings;
sales;
conversion rate;
customer response rate;
revenue;
return on investment;
customer satisfaction level; or
other business outcome.
Business performance depends upon numerous factors outside Graxis's control, including Client pricing, reputation, sales processes, staff performance, market conditions, advertising, customer demand, Client responsiveness, and third-party platforms.
Client acknowledges that fees paid to Graxis compensate Graxis for providing the contracted Services and not for guaranteeing a particular financial result.
19. Disclaimer of Warranties
Except as expressly stated in a written Service Agreement, the Services are provided on an "as is" and "as available" basis to the maximum extent permitted by applicable law.
Graxis disclaims warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement to the extent such warranties may lawfully be disclaimed.
Graxis does not warrant that the Services will be uninterrupted, error-free, completely secure, or that every AI-generated response or automated communication will be accurate.
20. Limitation of Liability
To the maximum extent permitted by applicable law, Graxis and its owners, officers, employees, contractors, representatives, and affiliates will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or relating to the Services.
This exclusion includes, without limitation, damages arising from:
lost revenue or profits;
lost business opportunities;
lost leads;
missed calls;
missed appointments;
scheduling errors or conflicts;
inaccurate or unintended AI responses;
customer dissatisfaction;
loss of goodwill;
communications failures;
third-party service interruptions;
data loss; or
business interruption.
To the maximum extent permitted by law, Graxis's aggregate cumulative liability arising from or relating to the Services or these Terms will not exceed the fees actually paid by Client to Graxis during the three (3) months immediately preceding the event giving rise to the claim.
The limitations in this section apply regardless of the theory of liability and even if Graxis was advised of the possibility of damages, except where such limitation is prohibited by law.
21. Indemnification
Client agrees to indemnify, defend, and hold harmless Graxis, its owners, officers, employees, contractors, representatives, and affiliates from third-party claims, liabilities, damages, penalties, losses, judgments, and reasonable attorneys' fees and costs arising from or relating to:
Client's unlawful or unauthorized use of the Services;
Client's violation of these Terms;
Client's violation of applicable law;
Client's failure to obtain required communication consent;
Client's failure to satisfy applicable telemarketing registration, licensing, bonding, do-not-call, opt-out, disclosure, recordkeeping, or carrier requirements;
Client-provided content, data, contact lists, or instructions;
Claims concerning Client's products or services;
Client's infringement or violation of third-party rights; or
Client's use, publication, or distribution of AI-generated content, including claims alleging misinformation, defamation, infringement, unlawful discrimination, or unauthorized professional advice;
Client's negligence, fraud, or willful misconduct.
Graxis will provide reasonable notice of an indemnified claim and reasonable cooperation in the defense.
22. Suspension
Graxis may immediately suspend all or part of the Services when reasonably necessary to:
address non-payment;
prevent unlawful or abusive use;
protect systems, data, Clients, or third parties;
respond to a cybersecurity incident;
comply with law, court order, carrier requirement, or platform policy;
mitigate material operational or reputational risk; or
investigate a suspected material violation of these Terms.
Where reasonably practicable, Graxis will notify Client of the suspension and the steps necessary to restore Services.
23. Term and Termination
23.1 Term
These Terms remain effective throughout Client's use of the Services.
Any minimum term or commitment period will be stated in the applicable Service Agreement.
23.2 Cancellation by Client
Unless a Service Agreement specifies a different commitment, Client may cancel recurring Services by providing thirty (30) days' written notice to Graxis.
Client remains responsible for fees due during the notice period and any outstanding usage or project charges.
23.3 Termination by Graxis
Graxis may terminate Services for material breach, non-payment, unlawful use, repeated violations of these Terms, material security or compliance risk, or conduct materially harmful to Graxis, its systems, providers, or other Clients.
Where the breach is reasonably capable of cure and does not create an immediate legal or security risk, Graxis may provide Client an opportunity to cure before termination.
23.4 Effect of Termination
Upon termination, Client's access to Graxis-managed systems, workflows, AI agents, automations, configurations, and other Services may be disabled.
Certain third-party services, phone numbers, sender registrations, integrations, historical communications, or other provider-specific assets may not be recoverable after termination or prolonged suspension. Client is responsible for completing desired exports or transfers before access is disabled, subject to Section 14.
Client remains responsible for all amounts accrued through the effective termination date.
Termination does not transfer ownership of Graxis intellectual property to Client.
Sections intended by their nature to survive termination—including payment obligations, confidentiality, intellectual property, disclaimers, limitation of liability, indemnification, and dispute-resolution provisions—will survive.
24. Force Majeure
Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, except for Client's obligation to pay amounts already due.
Such events may include natural disasters, hurricanes, floods, fires, severe weather, war, terrorism, civil disturbances, governmental actions, epidemics, labor disputes, utility failures, telecommunications failures, internet outages, cyberattacks, cloud-service failures, and widespread failures of third-party technology providers.
The affected party will use commercially reasonable efforts to resume performance.
25. Independent Contractors
Graxis and Client are independent contracting parties.
Nothing in these Terms creates a partnership, joint venture, franchise, employment relationship, fiduciary relationship, or agency relationship between the parties.
Neither party has authority to bind the other except as expressly agreed in writing.
26. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law principles.
Before commencing formal proceedings, the parties agree to attempt in good faith to resolve disputes through direct negotiation.
If a dispute cannot be resolved within thirty (30) days after written notice of the dispute, the dispute will be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its applicable commercial arbitration rules, unless the parties mutually agree otherwise in writing.
The arbitration will take place in Florida at a mutually agreed location, or remotely if agreed by the parties.
Judgment on the arbitration award may be entered in any court having jurisdiction.
26.1 Individual Proceedings and Class Action Waiver
To the maximum extent permitted by applicable law, disputes subject to arbitration under this Section must be brought on an individual basis only. Neither party may bring or participate in a class, collective, consolidated, or representative action or arbitration against the other, except where such waiver is prohibited by applicable law.
Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief from a court of competent jurisdiction where necessary to protect confidential information, intellectual property, systems, or data pending arbitration.
To the extent permitted by applicable law, the prevailing party in a dispute may recover reasonable attorneys' fees and costs as determined by the arbitrator or court.
27. Assignment
Client may not assign these Terms or an applicable Service Agreement without Graxis's prior written consent, except as otherwise required by law.
Graxis may assign these Terms or any applicable Service Agreement in connection with a merger, acquisition, corporate restructuring, financing, or sale of substantially all relevant business assets.
28. Severability
If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will remain in full force and effect.
29. Waiver
Failure by either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
Any waiver must be in writing and applies only to the specific circumstance for which it is given.
30. Notices
Formal notices required under these Terms must be delivered electronically to the contact information designated by the applicable party or through another written method mutually accepted by the parties.
Client is responsible for maintaining current contact information with Graxis.
Notices to Graxis should be sent to the email address designated by Graxis for contractual or legal notices.
Routine support, billing, onboarding, account, or service communications may be delivered through Graxis's website contact channels, support systems, account portal, or the parties' ordinary business contacts and do not constitute formal legal notice unless expressly identified as such.
31. Entire Agreement and Order of Precedence
These Terms, together with the applicable executed Service Agreement, proposal, statement of work, order form, Usage & Communications Rate Sheet, and any incorporated addenda, constitute the agreement between Graxis and Client concerning the Services and supersede prior discussions or representations concerning the same subject matter.
If there is a conflict between documents, the following order of precedence applies unless expressly stated otherwise:
an executed amendment specifically modifying the applicable provision;
the applicable Service Agreement or order form;
any applicable data-processing agreement or Business Associate Agreement for matters within its scope;
the applicable Graxis Usage & Communications Rate Sheet for usage-based pricing and metered charges; and
these Terms.
