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Terms Of Use

JEFFREY MICHAEL CAPITAL, LLC - TERMS OF USE
Effective Date: January 1, 2026
Last Updated: February 12, 2026

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

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

1) SCOPE; NO PROFESSIONAL OR FIDUCIARY RELATIONSHIP CREATED BY THE WEBSITE
The Sites provide general information about JMC and its offerings, including fractional executive leadership and managed operational support, private equity and capital advisory, and Praxis. Use of the Sites does not create a consulting relationship, fiduciary relationship, investment advisory relationship, broker-dealer relationship, employment relationship, agency relationship, or any other professional relationship with JMC.

Any services provided by JMC are governed only by separate written agreements (e.g., MSA, SOW, subscription agreement, NDA, DPA), and not by website content alone.

2) ELIGIBILITY AND ACCOUNTS
You must be at least 18 years old to use the Services.

If you create an account (including a Praxis account), you agree to provide accurate information, maintain the confidentiality of your credentials, and promptly notify us of any unauthorized use. You are responsible for all activity under your account.

We may suspend or terminate accounts that we believe are compromised or used in violation of these Terms.

3) NO PROFESSIONAL ADVICE; NO RELIANCE
The Sites and Services are provided for general informational purposes only and do not constitute legal, tax, accounting, financial, investment, HR compliance, or other professional advice. You are solely responsible for evaluating the accuracy, completeness, and suitability of any information, materials, or outputs obtained through the Sites.

If you need professional advice, you should consult qualified professionals (e.g., attorneys, CPAs, licensed financial professionals) before making decisions.

4) PRAXIS OUTPUTS; DECISION-SUPPORT ONLY
Praxis and any related tools are intended to support business decision-making, not replace professional judgment. Outputs may be inaccurate, incomplete, outdated, non-unique, or inappropriate for your circumstances. You are responsible for independently reviewing and validating outputs before relying on them, and for all decisions and actions you take based on your use of the Services.

5) PRIVATE EQUITY / CAPITAL ADVISORY DISCLOSURES (NO OFFER; NO GUARANTEES)
Nothing on the Sites constitutes an offer to sell or a solicitation of an offer to buy securities or investment products, nor does it constitute investment advice. References to private equity, investing, capital structuring, due diligence support, portfolio optimization, value creation, or exit planning are informational and may describe advisory services that are provided only pursuant to a separate written agreement.

JMC does not act as a broker-dealer, placement agent, or registered investment adviser through the Sites, unless expressly stated in a signed written agreement and permitted by applicable law. JMC does not guarantee outcomes, funding, valuation, returns, deal terms, or transaction completion.

6) FRACTIONAL EXECUTIVE / MANAGED SERVICES DISCLOSURES (NO EMPLOYMENT; NO CO-EMPLOYMENT; NO COMPLIANCE ASSUMPTIONS)
Information about fractional executive leadership (including fractional COO/integrator, CFO, CMO, and related managed services) is for informational purposes only and is provided subject to separate written agreements.

Nothing on the Sites creates an employment relationship, co-employment relationship, joint employer relationship, or agency relationship between JMC and you, your organization, or your personnel. Unless expressly agreed in a signed engagement, you remain solely responsible for compliance with employment laws, payroll, tax withholding, benefits administration, and HR/legal determinations.

If JMC provides bookkeeping, financial reporting support, or operational assistance, such support is not a substitute for CPA services, audits, attestations, or tax advice unless explicitly agreed in writing. If JMC provides HR/talent strategy support, it is not legal advice and does not create an attorney-client relationship.

7) ACCEPTABLE USE; PROHIBITED CONDUCT
You agree not to, and not to assist others to:

(a) violate any law or regulation; (b) infringe intellectual property, privacy, or other rights of JMC or third parties; (c) upload, transmit, or introduce malware, spyware, or other harmful code; (d) interfere with, disrupt, or attempt to compromise the security, integrity, or performance of the Sites or Services; (e) attempt to gain unauthorized access to accounts, systems, or data; (f) scrape, crawl, harvest, or use automated means to access the Sites except as permitted by robots.txt or authorized by JMC in writing; (g) reverse engineer, decompile, or attempt to discover source code or underlying components of the Sites or Services, except to the extent prohibited by law; (h) use Site content, Praxis outputs, or any portion of the Services to develop, train, or improve models or competing services without JMC's prior written consent; or (i) upload unlawful, infringing, or harmful content.

We may monitor for abuse and take action in our discretion, including suspending or terminating access.

8) CUSTOMER CONTENT; RESTRICTED DATA; CONFIDENTIALITY CAUTION

8.1 Customer Content (Praxis uploads)
If you use Praxis, you may upload or submit documents, files, datasets, text, prompts, configurations, and other materials (“Customer Content”). Customer Content may include sensitive business information and may include personal information (for example, employee data) depending on what you upload. You retain ownership of Customer Content.

You grant JMC a limited, non-exclusive, worldwide, royalty-free license to host, use, process, transmit, display, and create derivative works of Customer Content solely to provide, secure, support, and improve the Services for you, comply with law, and enforce these Terms and any applicable agreement.

You represent and warrant that you have all rights necessary to provide Customer Content and that Customer Content does not violate law or third-party rights. You are responsible for ensuring you have a lawful basis to upload any personal information contained in Customer Content.

8.2 Restricted Data (do not upload unless expressly authorized)
Unless we have a signed written agreement that expressly permits it (and any required addenda are in place), you agree not to upload, submit, or provide the following categories of data through the Sites or Praxis (“Restricted Data”):

(a) Payment card data subject to PCI-DSS (full card numbers, CVV, magnetic stripe, etc.); (b) Government-issued identifiers (e.g., Social Security numbers, driver's license numbers) beyond what is necessary for ordinary business communications; (c) Protected health information (PHI) or medical information regulated by HIPAA or similar laws; (d) Biometric identifiers or biometric information used for identification; (e) Precise geolocation data of individuals; (f) Information about children under 13 (or under 16 where applicable) or student education records regulated by laws such as FERPA; and (g) Any other data subject to heightened regulatory obligations unless expressly agreed in writing.

8.3 Do not submit confidential deal materials through public forms Unless we have a signed NDA or other written confidentiality protections and you are using an intake method approved by JMC, do not submit confidential deal materials or highly sensitive business information through public website forms or general email addresses.

8.4 DPA availability
If you require a Data Processing Addendum (DPA) for enterprise, public-sector, or regulated use, contact legal@jeffreymichaelcapital.com.

9) INTELLECTUAL PROPERTY
The Sites and Services, including all content, text, graphics, logos, designs, and software, are owned by JMC or its licensors and are protected by intellectual property laws.

JMC grants you a limited, revocable, non-transferable, non-sublicensable license to access and use the Sites for your internal business purposes in accordance with these Terms. No rights are granted by implication.

“Jeffrey Michael Capital,” “JMC,” “Praxis,” and related marks are trademarks of JMC or its licensors.

10) THIRD-PARTY SERVICES AND LINKS
The Sites may include integrations, embedded tools, or links to third-party websites and services. JMC does not control and is not responsible for third-party content, policies, or practices. Your use of third-party services is at your own risk and subject to their terms.

11) DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITES AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” JMC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

JMC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY INFORMATION OR OUTPUTS WILL BE ACCURATE OR RELIABLE.

12) LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) JMC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

(b) JMC'S TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SITES OR SERVICES WILL NOT EXCEED THE GREATER OF (I) $100 OR (II) THE AMOUNT YOU PAID JMC FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations. In such cases, liability is limited to the maximum extent permitted by applicable law.

13) INDEMNIFICATION
You agree to defend, indemnify, and hold harmless JMC and its affiliates and their officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to your access to or use of the Sites or Services, your violation of these Terms, or your Customer Content.

14) SUSPENSION AND TERMINATION
We may suspend or terminate your access to the Sites or Services at any time if we believe you violated these Terms, created risk, or used the Services unlawfully. You may stop using the Services at any time.

Sections that by their nature should survive termination will survive, including sections relating to intellectual property, disclaimers, limitation of liability, indemnification, and dispute resolution.

15) DISPUTES: MICHIGAN COURTS DEFAULT; JMC ELECTION TO ARBITRATE (TIME-LIMITED)

15.1 Informal resolution first
Before filing a claim, you agree to contact legal@jeffreymichaelcapital.com and attempt to resolve the dispute informally for at least thirty (30) days.

15.2 Default forum (Michigan courts)
Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Sites, or the Services will be brought exclusively in the state or federal courts located in Wayne County, Michigan, and you consent to personal jurisdiction and venue in those courts.

15.3 JMC arbitration election (time-limited)
JMC may elect to resolve a dispute by binding arbitration instead of court litigation by providing you written notice of election within thirty (30) days after the earlier of: (a) JMC's receipt of a written Notice of Dispute from you, or (b) the filing of any claim in court.

If JMC timely elects arbitration, the dispute will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Wayne County, Michigan, and judgment on the award may be entered in any court of competent jurisdiction.

If JMC does not timely elect arbitration, the dispute will proceed exclusively in the Michigan courts specified above.

15.4 Equitable relief
Nothing in this section prevents either party from seeking injunctive or equitable relief in court to prevent actual or threatened misuse of intellectual property, unauthorized access, or security breaches.

16) GOVERNING LAW
These Terms are governed by the laws of the State of Michigan, without regard to conflict of laws principles.

17) CHANGES TO THESE TERMS
We may update these Terms from time to time. The “Last Updated” date reflects the most recent revision. Your continued use of the Sites after updated Terms become effective constitutes acceptance.

18) CONTACT
Legal notices and Terms questions: legal@jeffreymichaelcapital.com