Terms Of Use

Praxis Group Inc. – Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICE ACCESSIBLE VIA THIS WEBSITE (THE “SERVICE”). BY SUBMITTING A REGISTRATION TO PRAXIS GROUP, INC. (“PRAXIS”) YOU INDICATE ACCEPTANCE OF, AND AGREEMENT WITH, THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT USE THE SERVICE.

Terms of Use:

These "Terms of Use" (this "Agreement") govern your access to and use of the Service, regardless of how you access or use it. By "Service", we mean the Internet domain address within which this Agreement is posted and all features, applications, content, and downloads that are operated by us and that are available through or interact with it, and/or post links to this Agreement. Any use of “Praxis” or “us” or “we” or “our”, refers to Praxis Group, Inc. This Agreement constitutes a written agreement between you and Praxis and it defines your legal rights and obligations with respect to your use of the Service. Each time you access and/or use the Service, you agree to be bound by and comply with all of the terms of this Agreement. Therefore, DO NOT USE the Service if you do not agree to all of the terms of this Agreement. We reserve the right to modify the Service and the terms of this Agreement at any time. Any changes to this Agreement will be posted at www.praxishvactoolbox.com/termsofuse.html. Any time you use the Service you can check these terms. By continuing use of the Service, you are agreeing to any changes to this Agreement that are posted during the term of this Agreement. If you do not wish to continue using the Service under the new version of the Agreement, you may terminate this Agreement by contacting us and we will refund any prepaid unearned fees paid by you.

Subject to the terms and conditions of this Agreement, the Service is licensed to you by Praxis. Praxis grants to you, and you accept from Praxis, a non-exclusive, non-transferable, revocable license to use the Service for the Term (as defined below). The Service may not be used by more than the cumulative number of users specified on the applicable order (the “Authorized Users”).

Your right to use the Service will commence on the date you purchased the Service (the “Effective Date”) and continue for the term specified on the applicable order (the “Initial Term”). Thereafter, the term will automatically renew for the term specified on the applicable order (each a “Renewal Term”) commencing on the last day of the Initial Term or the Renewal Term, as applicable, unless sooner terminated in accordance with the Termination provisions below. As used in this Agreement, “Term” means the Initial Term and any Renewal Term. Praxis may terminate your use of the Service ( i) by giving you thirty (30) days notice, or (ii) if you fail to pay when due any undisputed sum owed hereunder and such non-payment continues for more than ten (10) days after written demand by Praxis, or (iii) if you breach any provision of this Agreement which breach continues for more than thirty (30) days after written notice from Praxis. You may terminate your service by giving Praxis thirty (30) days written notice. A termination received at least 5 business days before your next billing date (1st of the month) will result in no further recurring billing. If less than 5 business days, you may be billed one more time.

To facilitate access to the Service, Praxis will supply default administrator login credentials ( “Login Credentials” ) for you to assign user names and passwords to all personnel that will access the Service. If Login Credentials are misappropriated, you will notify Praxis staff immediately by telephone and will concurrently provide written notice to Praxis whereupon Praxis will disable the Login Credentials reported by you and issue replacement Login Credentials. You are solely responsible to obtain and maintain your own computer hardware, software and telecommunications connections and switches required to access and use the Service.

You consent to receive communications from us electronically via email or text message. Please note that, we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. All of your transactions with the Service may be conducted electronically. If the law allows you to withdraw your consent to communicate or conduct business electronically, or if we are ever required to deal with you non-electronically, we reserve the right to charge fees associated with any activity. You understand that electronically signed documents are the same as paper documents with an ink signature.

You will use the Service only for lawful purposes and in a manner that complies with all applicable laws in the jurisdictions in which the Service is used. Transmission of any material which is threatening, obscene, libelous, defamatory, discriminatory, or is otherwise offensive or illegal will constitute a material breach of this Agreement. You will not violate or infringe the rights of any third party. You will report to Praxis immediately and use reasonable efforts to stop immediately any copying or distribution of information, documents, software, products and services contained or made available to you in the course of using the Service; and not to impersonate another Service user or provide false identity information to gain access to or use the Service. Your unauthorized use of any content on our site or with the Service may result in your personal liability, including potential criminal liability.

By using the Service, you will not obtain any ownership or intellectual property right or other interest in it or any virtual or other items that may be used in connection with it. Praxis reserves all right, title and interest in and to the Service under all applicable federal, state and local laws of the United States and any other jurisdiction. Praxis is not obligated to provide, and you acquire no right of any kind with respect to, any source code for the software elements of the Service. Except as expressly permitted by this Agreement, you may not: (a) sublicense, transfer, or otherwise assign its rights in the Service to any third-party nor allow any third-party to access or use the Service; (b) modify, create derivative works of, translate, reverse engineer, de-compile, or disassemble the Service or the software elements of the Service to develop any other computer program or for any other reason; or (c) copy the Service or the software elements of the Service, in whole or in part, without the prior written consent of Praxis. The original and all copies of the Service and the software elements of the Service remain the sole property of Praxis, subject to all of the confidentiality and other restrictions set forth in this Agreement. You must retain all legends relating to copyright, trademarks, patents, or confidentiality on all copies of the documentation or any print of a screen display from the Service. You acknowledge that Praxis may analyze your usage of the Service for product support, product development, and administrative purposes.

Praxis does not own any data, information, or material that is submitted to the Service by you ( “Your Data ”). You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of, or right to use, Your Data. Praxis may use Your Data for purposes of providing the Service and confirming your compliance with the terms of this Agreement. Praxis reserves the right to withhold, remove, and/or discard Your Data without notice sixty days following termination of this Agreement. You will lose access to Your Data when your Service is terminated.

We do not have any confidential, fiduciary or any other special relationship with you by virtue of this Agreement or your use of the Service. To the extent permitted by applicable law, Praxis provides the Service to you on an “as is” basis, without any warranty of any kind. Information on the Service is intended for general information and does not constitute legal, professional or accounting advice of any kind. PRAXIS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NONINFRINGEMENT. PRAXIS does not warrant that the SERVICE WILL meet YOUR requirements, IS free from bugs, viruses, errors, or other program limitations, the accuracy or reliability of any information obtained through the SERVICE, or that defects in the SERVICE will be corrected. PRAXIS assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any of YOUR communications, data, or personalization settings.

THE Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. PRAXIS is not responsible for any delays, delivery failures, or other damage resulting from such problems.

IN NO EVENT WILL PRAXIS, ITS AFFILIATES AND LICENSORS, OR their RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU or YOUR Affiliates UNDER ANY CONTRACT, NEGLIGENCE, TORT, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF PRAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY SET FORTH in this agreement IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PRAXIS’ CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, EVER EXCEED THE AMOUNTS PAID BY YOU PURSUANT TO THIS AGREEMENT in the THREE month period ended on the date such claim arose. ThE limitation ON damages and claims is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PRAXIS AND YOU. PRAXIS WOULD NOT HAVE PROVIDED THE SERVICE WITHOUT SUCH LIMITATIONS.

In order to access or use some (or potentially all) of the features of the Service, you must become a registered user.

a. You will not use a username (or e-mail address) that (i) is already being used by someone else, (ii) impersonates another person, (iii) belongs to another person, (iv) violates the intellectual property or other right of any person or entity, or (v) is offensive. You will not use a false or invalid email address to create an account.

b. You must keep your email address current and any notice sent by us to an email address that you have provided to us or your agent will be considered effective notice.

c. You will provide accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete for as long as you use the Service.

d. You are solely responsible for all activities that occur under your account, password, and username.

e. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Internet Device so that others may not access any password protected portion of the Service using your name, username, or password. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security. You will not sell, transfer, or assign your account or any account rights.

We will not be liable for any loss or damage to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates this Agreement, or any legal requirement or law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.

Praxis will indemnify, defend, and hold you harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys’ fees) arising out of or related to any claim that the Service (in whole or in part) infringes any patent, copyright, trade secret, trademark or other proprietary right of a third party (a “Claim ”). Praxis’s obligation to indemnify you for a Claim is contingent upon you promptly notifying Praxis of any such Claim, granting Praxis the sole control over the defense and settlement of the Claim, and cooperating with Praxis in the defense of the Claim. You will have the right to participate with Praxis in the defense or appeal of any Claim, at your option and at your expense, but Praxis will have sole control and authority with respect to any such defense, compromise, settlement, appeal, or similar action, provided that Praxis obtains your prior written consent to any settlement that requires you to make any admission of fault or pay any amounts in connection with such settlement. If a Claim is commenced against you or is in the judgment of Praxis likely or your use of the Service or any portion thereof is enjoined, Praxis may at Praxis’ option: (1) modify or replace the Service so that it performs comparable functions without infringement; or (2) obtain a royalty-free license for you to use the Service. If neither alternative (1) or (2) is available to Praxis on commercially reasonable terms, Praxis may terminate this Agreement upon a refund to you of an amount equal to the Service Fees paid to Praxis for the unexpired portion of the then current Term. This section states Praxis’ entire obligation to you and your exclusive remedy for any infringement of any patent, copyright, trademark, trade secret, or other intellectual property right of any third party.

Maintenance and Support Services.

During the Term, Praxis will provide the services described below (“Support”), provided the Service Fee is paid by you and Praxis then provides Support for the Service generally.

Telephone and Email Support. Praxis will furnish to you a telephone number for use by you Monday through Friday, from 8:00 a.m. to 5:00 p.m. Eastern Time, Praxis holidays excluded, to report problems with the Service and to seek assistance to resolve such problems. Outside of the foregoing hours, Praxis will provide you reasonable access to its technical support staff via e-mail and voice mail. The support staff can be reached via the contact information included as part of the Service.

Error Correction . Praxis will use reasonable efforts to correct Errors in the Service. An “Error” is a programming error, logic error, or defect within the Service which causes it to operate incorrectly or otherwise not in conformity with the associated documentation and that is reproducible by Praxis. Within a reasonable period of time after confirming that an Error exists by reproducing or observing the Error described by you, Praxis will initiate work in a diligent and sustained manner toward development of an Error Correction. An “Error Correction” is either a modification or addition that, when made or added to the Service, brings the Service into conformity with its documentation in all material respects or a procedure or routine that, when observed in the regular operation of the Service, avoids the practical adverse effect of such nonconformity.

New Releases and Updates. Praxis will provide you with all new Releases and Updates that Praxis may acquire or develop and offer to other licensees of the Service. A new “Release” means a new version of the Service that includes improvements to the efficiency, functional capability, or application of the Service and/or Error Corrections. “Update” means any modification or addition to the Service, which corrects Errors or is announced from time to time by Praxis as an “Update”. Upon delivery, each New Release and Update becomes merged with the Service and is subject to all of the terms and conditions of this Agreement.

Technical Support Procedures.

Priority A Errors . “Priority A Error ” means an Error that renders the Service inoperative or causes the Service to substantially fail in routine daily processing activities. As soon as practicable after learning of a Priority A Error, Praxis will: ( i ) assign resources to correct the Error; ( ii) initiate work to provide you with an Error Correction; and (iii) notify you of our expected resolution time when practicable. Praxis will provide you with an Error Correction as soon as practicable after Praxis reproduces the Error.

Priority B Errors . “Priority B Error ” means an Error that substantially degrades the performance of the Service or materially restricts use of the Software in routine daily processing activities. As soon as practicable after learning of a Priority B Error, Praxis will: ( i ) assign resources to correct the Error; ( ii) initiate work to provide you with an Error Correction; and (iii) notify you of our expected resolution time when practicable Praxis will provide you with an Error Correction as soon as practicable after Praxis reproduces the Error.

Priority C Errors . “Priority C Error ” means an Error that causes only a minor impact on the use of the Service. Praxis will use commercially reasonable efforts to include an Error Correction for the Error in the next major release of the Service.

Errors not Caused by the Service . If Praxis reasonably believes that a problem reported by you may not be due to an Error in the Service, Praxis will so notify you, and Praxis will not proceed further, unless mutually agreed to by the parties. Praxis will not be responsible for correcting Errors resulting from misuse, negligence, revision, modification, or improper use of the Service or any use in combination with browser, hardware or software not then currently supported by Praxis.

Payment Terms

If you establish a payment account with us, your payment binds you to our payment terms, which include recurring payments and fees that will draft from your account or bill your credit card, debit card or checking account. The first payment made by you constitutes the agreement to the payment terms on your account and authorizes us to bill you according to those terms. As the user of our billing service, you will have submitted your banking account or credit card or debit card account information. You are responsible for any legal, regulatory, or banking penalties and fees that may be assessed for supplying false information. You agree that you are the authorized signer for the account. By providing us with the account information, you authorize us to process payments on your account for products or services provided to you. We will process any payment as close as reasonably possible to the date indicated in your payment schedule, provided to you at time of purchase. If your payment is received by us after the due date, with no exceptions, including the payment service being temporarily unavailable, you agree that you may be subject to additional fees and charges and we may suspend or terminate your access to the service. Any payment or installment attempt on your account that is returned from the bank for any reason, may be charged additional returned item fee(s), which will be added to the original amount and auto-debited from your account. Your bank or card holder may also charge you additional fees. We reserve the right to cancel your access to the Service for non-payment and reserve the right to not accept payment to reinstate for repeated non-payments or returned payments. You will be liable for any return check fees and late payment penalties. We make every effort to comply with all payment processing rules and regulations. You may also discontinue use of the Payment Gateway at any time for any reason. IT IS YOUR RESPONSIBILITY to delete your account for recurring payments to be discontinued, otherwise charges will continue to be assessed to your billing account during the period designated for recurring payments to take place. You agree to indemnify and hold us harmless for any recurring payments that are charged by accident or because you failed to cancel your recurring payment. You can cancel the Service by contacting Praxis at any time.

Privacy Policy

Maintaining the privacy of your personal information is of utmost importance to us. In order to provide services to you, we must maintain certain information about you that we collect from account applications or other forms that you complete, transactions that you conduct, communications with us and our affiliates, and information we receive from third parties such as credit reporting agencies.

We restrict access to your non-public personal information to those employees and agents who need to know that information to provide services to you, and to service providers who are involved in providing products and services to our customers. We maintain physical, electronic and procedural safeguards to protect your personal information. These safeguards include limiting access to data and periodically testing our security technology.

It is our policy not to disclose your personal information to unaffiliated third parties except as required or permitted by law, as requested by you or as follows: in response to a subpoena, to prevent fraud, to comply with inquiries from government agencies or other regulators, for other legal purposes, to others that service your account or that perform services on our behalf, to others with whom we may have joint marketing agreements, and to other unaffiliated third parties with your consent, at your request or as permitted or required by law.

If you prefer that Praxis not disclose non-public personal information about you to unaffiliated third parties, you may opt out of those disclosures by notifying us by sending an e-mail to support@praxisgroupinc.com. You are welcome to contact our Customer Service Team if you have any questions regarding our Privacy Policy. We reserve the right to revise our Privacy Policy and will provide you notice of any revisions.