Terms of Service

Agreement to our legal terms

We are Praxis Protocol LLC, doing business as Halfbeat AI ("Company," "we," "us," "our").

We operate the website halfbeat.ai (the "Site"), as well as any other related products and services that refer or link to these legal terms (collectively, the "Services").

Halfbeat AI provides managed AI-powered telephone answering services to small home-services businesses, including plumbing, HVAC, electrical, and roofing contractors. Our automated voice assistant answers inbound calls placed to our clients' business phone numbers, gathers information about the caller's service request, schedules appointments into the client's calendar, and notifies the client of urgent or emergency requests. We also send transactional text messages to callers to confirm appointments and provide reminders. Clients may access a dashboard to review call activity, transcripts, and booking performance.

You can contact us by email at cbosman@praxisprotocol.io, or by mail at 30 N Gould St, Sheridan, WY 82801, United States.

These Legal Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and Praxis Protocol LLC, concerning your access to and use of the Services. By accessing the Services, you agree that you have read, understood, and agreed to be bound by all of these Legal Terms. If you do not agree with all of these Legal Terms, you are expressly prohibited from using the Services and must discontinue use immediately.

The Services are intended for users who are at least 18 years old. Persons under 18 are not permitted to use or register for the Services.

1. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or which would subject us to any registration requirement within such jurisdiction. Persons who access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws.

Our Services are subject to industry-specific regulation, including:

• The Telephone Consumer Protection Act (TCPA)
• State call recording and wiretapping laws, including all-party consent statutes
• CTIA messaging principles and A2P 10DLC carrier registration requirements
• FCC rules regarding artificial and prerecorded voice

2. Intellectual property rights

Our intellectual property

We are the owner or licensee of all intellectual property rights in our Services, including source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws in the United States and around the world, and are provided "AS IS" for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, we grant you a non-exclusive, non-transferable, revocable license to access the Services and to download or print a copy of any portion of the Content to which you have properly gained access, solely for your internal business purpose.

Except as set out here or elsewhere in these Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without our express prior written permission. Requests may be sent to cbosman@praxisprotocol.io.

We reserve all rights not expressly granted to you. Any breach of this section constitutes a material breach of these Legal Terms and your right to use the Services will terminate immediately.

Your feedback

If you send us a question, comment, suggestion, or other feedback about the Services ("Submissions"), you agree that we may use it without restriction or compensation to you. We are not obligated to keep Submissions confidential.

3. User representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of that information; (3) you have the legal capacity to agree to these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide information that is untrue, inaccurate, or incomplete, we may suspend or terminate your account and refuse current or future use of the Services.

4. User registration

You may be required to register to use the Services. You agree to keep your password confidential and are responsible for all use of your account. We may remove, reclaim, or change a username you select if we determine it is inappropriate or otherwise objectionable.

5. Purchases and payment

We accept Visa, Mastercard, American Express, and Discover. All payments are in US dollars.

You agree to provide current, complete, and accurate purchase and account information, and to promptly update your payment method and email address so we can complete transactions and contact you as needed. Sales tax will be added where required.

You agree to pay all charges at the prices in effect for your purchases, and you authorize us to charge your chosen payment provider. We reserve the right to correct any pricing errors, even if we have already requested or received payment, and to refuse or cancel any order in our sole discretion.

The specific fees, service levels, and term applicable to a client engagement are set out in the separate Master Service Agreement and Statement of Work signed by that client. Where those documents conflict with these Legal Terms, those documents control.

6. Subscriptions

Billing and renewal

Your subscription continues and automatically renews unless canceled. You consent to our charging your payment method on a recurring basis without requiring prior approval for each charge. The billing cycle is monthly.

Cancellation

You may cancel at any time by emailing cbosman@praxisprotocol.io with thirty (30) days' notice. Cancellation takes effect at the end of the notice period. We will coordinate the return or release of any phone number you used with the Services and the export of your call records.

Some engagements include a minimum term, which is set out in the applicable Statement of Work.

Fee changes

We may change subscription fees from time to time and will communicate any price change to you in advance, in accordance with applicable law.

7. Refunds

Setup and onboarding fees are non-refundable once work has commenced, because they pay for configuration work performed specifically for you.

Monthly service fees are not refunded or prorated for the current billing period upon cancellation, as the Services and their underlying costs have already been provided for that period.

If we are unable to deliver the Services as described and cannot remedy the failure within a reasonable period, we will refund the fees paid for the affected period. Contact us at cbosman@praxisprotocol.io if you believe this applies.

8. Prohibited activities

You may not access or use the Services for any purpose other than that for which we make them available. As a user of the Services, you agree not to:

• Systematically retrieve data or content from the Services to create or compile a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as passwords.
• Circumvent, disable, or interfere with security-related features of the Services.
• Use information obtained from the Services to harass, abuse, or harm another person.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable law or regulation.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit viruses, Trojan horses, or other material that interferes with the operation of the Services.
• Engage in automated use of the system, including data mining, robots, scrapers, or similar tools.
• Delete any copyright or proprietary rights notice from any Content.
• Attempt to impersonate another user or use the username of another user.
• Interfere with, disrupt, or create an undue burden on the Services or connected networks.
• Harass, intimidate, or threaten any of our employees or agents.
• Attempt to bypass any measure designed to prevent or restrict access to the Services.
• Copy, adapt, decipher, decompile, disassemble, or reverse engineer any software comprising the Services, except as permitted by applicable law.
• Make unauthorized use of the Services, including collecting usernames or email addresses for the purpose of sending unsolicited email, or creating accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us.
• Use the Services to advertise or offer to sell goods and services.
• Sell or otherwise transfer your account.
• Use the Services to make or receive calls for any unlawful purpose, or in violation of the Telephone Consumer Protection Act, state call recording laws, or any other applicable telecommunications regulation.
• Provide us with contact lists or customer information for outbound messaging without having obtained and documented valid consent from each recipient.
• Represent to any third party that the automated assistant is a human being, or instruct us to configure it to deny that it is an automated system.
• Rely on the Services as a substitute for emergency services, or as the sole means of receiving urgent or emergency communications, without maintaining an independent backup method of contact.

9. Your content

The Services may allow you to submit content, including business information, service descriptions, notes, configuration details, and images ("Your Content"). Your Content is private to your account. We do not publish it, and it is not viewable by other users.

When you submit Your Content, you represent and warrant that:

• You are the owner of Your Content or have the necessary rights, licenses, and permissions to submit it.
• Your Content does not infringe the intellectual property, privacy, or publicity rights of any third party.
• Your Content is not false, misleading, unlawful, or otherwise objectionable.
• Your Content does not violate any applicable law, regulation, or rule.

You retain ownership of Your Content. You grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, modify, and transmit Your Content solely as necessary to provide the Services to you and to comply with law. This license ends when you delete Your Content or terminate your account, except where retention is required by law or where the content has been incorporated into backup systems pending deletion.

We may remove or disable any content that we reasonably believe violates these Legal Terms or applicable law. We have no obligation to monitor Your Content.

10. Third-party websites and content

The Services may contain links to other websites and content belonging to third parties. We do not investigate, monitor, or check such content for accuracy or completeness, and we are not responsible for it. Inclusion of or linking to any third-party website does not imply our endorsement. If you access a third-party website, you do so at your own risk and these Legal Terms no longer govern. You should review the applicable terms and privacy practices of any website you navigate to from the Services.

11. Services management

We reserve the right, but not the obligation, to monitor the Services for violations of these Legal Terms, to take appropriate legal action against anyone who violates the law or these Legal Terms, to restrict or disable any content that violates these Legal Terms, to remove content that is excessive in size or burdensome to our systems, and to otherwise manage the Services in a manner designed to protect our rights and property and facilitate proper functioning.

12. Privacy policy

We care about data privacy and security. Please review our Privacy Policy, which is incorporated into these Legal Terms. The Services are hosted in the United States. If you access the Services from another region with laws governing personal data that differ from those of the United States, your continued use of the Services means you are transferring your data to the United States and consent to it being processed there.

13. Copyright infringement

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes a copyright you own or control, notify us at cbosman@praxisprotocol.io. Please be advised that under applicable law you may be held liable for damages if you make material misrepresentations in such a notification. If you are unsure whether material infringes your copyright, consider first contacting an attorney.

14. Term and termination

These Legal Terms remain in full force and effect while you use the Services.

WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO DENY ACCESS TO AND USE OF THE SERVICES TO ANY PERSON FOR ANY REASON, INCLUDING FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION.

Termination of a paid client engagement is governed by the applicable Master Service Agreement and Statement of Work, including any notice period and minimum term.

If we terminate or suspend your account, you are prohibited from registering a new account under your name, a fake or borrowed name, or the name of any third party.

15. Modifications and interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time at our sole discretion. We have no obligation to update any information on the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems, or need to perform maintenance, resulting in interruptions, delays, or errors. We are not liable for any loss, damage, or inconvenience caused by your inability to access or use the Services during downtime or discontinuance. Nothing in these Legal Terms obligates us to maintain and support the Services or to supply any corrections, updates, or releases.

16. Governing law

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the Commonwealth of Virginia, applicable to agreements made and to be entirely performed within the Commonwealth of Virginia, without regard to its conflict of law principles.

17. Dispute resolution

Informal negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute"), the parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Informal negotiations commence upon written notice from one party to the other.

Binding arbitration

If the parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration. You understand that without this provision, you would have the right to sue in court and have a jury trial.

The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes. Your arbitration fees and share of arbitrator compensation shall be governed by those rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing. Except where otherwise required by applicable AAA rules or law, the arbitration will take place in Virginia, United States.

If for any reason a Dispute proceeds in court rather than arbitration, it shall be commenced or prosecuted in the state and federal courts located in Spotsylvania, Virginia, and the parties consent to venue and jurisdiction in those courts and waive all defenses of lack of personal jurisdiction and forum non conveniens. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded.

In no event shall any Dispute brought by either party related in any way to the Services be commenced more than one (1) year after the cause of action arose.

Restrictions

Any arbitration shall be limited to the Dispute between the parties individually. To the full extent permitted by law: no arbitration shall be joined with any other proceeding; there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions

The following Disputes are not subject to informal negotiations or binding arbitration: any Dispute seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a party; any Dispute related to allegations of theft, piracy, invasion of privacy, or unauthorized use; and any claim for injunctive relief.

18. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, and availability. We reserve the right to correct any errors and to change or update information at any time, without prior notice.

19. Disclaimer

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT, AND WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (2) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES; (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (5) ANY BUGS, VIRUSES, OR THE LIKE TRANSMITTED THROUGH THE SERVICES BY ANY THIRD PARTY; OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT MADE AVAILABLE VIA THE SERVICES.

20. Limitations of liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING, OR $5,000.00 USD.

Certain US state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above disclaimers or limitations may not apply, and you may have additional rights.

21. Indemnification

You agree to defend, indemnify, and hold us harmless, including our affiliates and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party arising out of: (1) Your Content; (2) your use of the Services; (3) your breach of these Legal Terms; (4) any breach of your representations and warranties; (5) your violation of the rights of a third party, including intellectual property rights; or (6) any overt harmful act toward any other user of the Services.

We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims. We will use reasonable efforts to notify you of any such claim upon becoming aware of it.

22. User data

We maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform routine backups, you are responsible for maintaining your own records of data you transmit. You may request an export of your data at any time. We are not liable for any loss or corruption of data, except to the extent caused by our gross negligence or willful misconduct.

23. Electronic communications, transactions, and signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES.

24. SMS text messaging

Program description

By opting into any Halfbeat AI text messaging program, you expressly consent to receive text messages (SMS) to your mobile number. Halfbeat AI text messages may include account alerts, responses to inquiries, and order updates.

Message frequency

Message frequency varies. Messages are sent only in response to a call you placed or an appointment you scheduled.

Opting out

Reply STOP to any message, or email cbosman@praxisprotocol.io.

Message and data rates

Message and data rates may apply to any SMS messages sent or received. Rates are determined by your carrier and the specifics of your mobile plan. Carriers are not liable for delayed or undelivered messages. If you have questions about your text or data plan, contact your wireless provider.

Support

Reply HELP to any message, or email cbosman@praxisprotocol.io. For privacy questions, see our Privacy Policy.

25. California users and residents

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

26. Miscellaneous

These Legal Terms and any policies or operating rules posted by us constitute the entire agreement between you and us regarding the Services, except where a signed Master Service Agreement and Statement of Work govern a client engagement, in which case those documents control as to their subject matter.

Our failure to exercise or enforce any right or provision of these Legal Terms does not operate as a waiver. We may assign any or all of our rights and obligations to others at any time. We are not responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision is determined to be unlawful, void, or unenforceable, that provision is severable and does not affect the validity of the remaining provisions. No joint venture, partnership, employment, or agency relationship is created between you and us as a result of these Legal Terms.

27. Automated voice services and emergency limitations

The Services provide automated telephone answering on behalf of our business clients. You acknowledge and agree to the following.

The Services supplement, and do not replace, your own procedures for receiving and responding to urgent or emergency communications. You are solely responsible for maintaining an independent method by which your customers can reach you, and for monitoring that method. We are not liable for any loss, damage, or injury arising from a call that was not answered, was answered incorrectly, was not escalated, or was escalated to a contact who did not respond.

The Services depend on third-party telephony, speech recognition, language processing, and calendar providers. Interruption, degradation, or failure of any of those providers may interrupt or degrade the Services. We do not guarantee uninterrupted availability, and we make no representation that the Services will answer every call, correctly identify every emergency, or correctly record every detail of a conversation.

We disclose to callers at the beginning of every call that they are speaking with an automated assistant and that the call is recorded. You may not instruct us to remove, alter, or contradict that disclosure.

You are solely responsible for compliance with all laws applicable to your business regarding telephone communications, call recording, and contacting your customers, including the Telephone Consumer Protection Act and any applicable state call recording statutes. You represent that any contact information you provide to us was obtained with all consents required by law.

28. Ownership of configuration and telephony assets

We retain all right, title, and interest in the automated assistant configurations, conversation designs, prompts, workflows, and templates used to deliver the Services, including any developed or customized for you. Nothing in these Legal Terms transfers ownership of those materials to you.

Phone numbers we provision on your behalf remain under our account control during the term. On termination, we will cooperate in good faith to transfer or release any phone number you previously used with the Services, and to export your call records and appointment data to you, subject to any carrier requirements and to payment of amounts then owing.

You retain ownership of your business information, your customer data, and any content you provide to us.

29. Service availability, support, and changes

Support is provided by email during normal business hours, Monday through Friday. We respond to non-urgent requests within one business day and to reported service failures as promptly as practicable. We do not offer a guaranteed response time or uptime commitment unless separately agreed in writing.

The Services are under active development. We may add, modify, or discontinue features at any time. Clients participating in early access programs acknowledge that some functionality may be incomplete or subject to change, and that we may contact them for feedback about their experience.

You may request an export of your call records, appointment data, and lead information at any time by contacting us. We will provide it in a commonly readable format within a reasonable period.

30. Contact us

To resolve a complaint regarding the Services or to receive further information regarding their use, contact us at: