Terms of Service

Last updated: July 10, 2026

1. Acceptance of Terms

Welcome to ProBizSystems. By accessing our website at probizsystems.com, engaging our services, or using any of our AI-powered solutions, you agree to be bound by these Terms of Service ("Terms"). These Terms constitute a legally binding agreement between you ("Client," "you," or "your") and ProBizSystems ("Company," "we," "our," or "us").

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use our Services.

2. Description of Services

ProBizSystems provides AI system design, implementation, integration, security, support, and advisory services, including but not limited to:

  • AI Assistant Design and Build: Custom assistants designed around business workflows, context, review points, and operating goals
  • Agent Security: ClawNex-backed monitoring, policy controls, threat detection, and audit trails for AI agent systems
  • Sovereign AI Workspaces: Self-hosted or in-jurisdiction environments where teams and AI agents collaborate under agreed data-residency and control requirements
  • Workflow Automation: Email triage, research support, document processing, system integrations, and operational automations
  • Application Development: Custom internal tools and business applications delivered under an agreed scope and acceptance process
  • Private Business Cloud: Private or hybrid business platforms with agreed identity, data, recovery, and operating responsibilities
  • AI Strategy and Advisory: Workflow analysis, ROI modeling, governance, change management, and implementation roadmaps

The specific services to be provided will be detailed in individual Service Agreements or Statements of Work executed between the parties.

3. Client Responsibilities

As a client of ProBizSystems, you agree to:

  • Provide accurate, complete, and timely information necessary for the delivery of services
  • Designate a primary point of contact for communication and decision-making
  • Review and provide feedback on deliverables within agreed-upon timeframes
  • Ensure that all content, materials, and data you provide do not infringe on any third-party rights
  • Maintain the security of your account credentials and notify us immediately of any unauthorized access
  • Comply with all applicable laws and regulations in connection with your use of our services
  • Not use our AI solutions for any unlawful, harmful, or deceptive purposes

4. AI Services Specific Terms

4.1 AI Output Disclaimer

Our AI assistant, automation, and agent systems generate outputs based on machine learning models and the data provided. While we strive for accuracy and reliability, AI-generated content may occasionally contain errors, inaccuracies, or biases. You acknowledge that:

  • AI outputs should be reviewed by qualified personnel before being used in critical business decisions
  • We do not guarantee the accuracy, completeness, or suitability of AI-generated content for any specific purpose
  • You are responsible for the final review and approval of all AI-generated content before publication or distribution

4.2 Data Processing

When using our AI services, you grant ProBizSystems a limited license to process the data you provide solely for the purpose of delivering the agreed-upon services. We will handle your data in accordance with our Privacy Policy and applicable data protection regulations.

4.3 Model Training

Unless explicitly agreed upon in writing, your proprietary data will not be used to train general-purpose AI models. Custom models developed specifically for your business remain subject to the intellectual property terms outlined in Section 6.

5. Payment Terms

  • Pricing and scope: Fees, deliverables, assumptions, and exclusions are specified in the applicable proposal, Service Agreement, or Statement of Work
  • Invoicing and payment: Billing schedule, payment due dates, deposits, recurring charges, and any late-payment terms are specified in the applicable agreement or invoice
  • Changes: Work outside the agreed scope requires written approval and may change fees or delivery dates
  • Taxes: Fees are exclusive of applicable taxes unless the applicable agreement states otherwise

6. Intellectual Property

6.1 ProBizSystems IP

All proprietary technology, methodologies, tools, frameworks, AI models, and software developed by ProBizSystems remain our exclusive intellectual property. This includes our pre-existing security tooling, automation frameworks, and any pre-existing intellectual property used in delivering services.

6.2 Client IP

You retain all rights to your pre-existing intellectual property, including trademarks, content, and proprietary business data. Any content or materials you provide to us remain your property.

6.3 Work Product

Unless otherwise specified in the Service Agreement, custom deliverables created specifically for you (such as workflow documentation, automation configurations, assistant instructions, and custom AI configurations) are assigned to you upon full payment. However, we retain the right to use general knowledge, techniques, and methodologies gained during the engagement.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

  • ProBizSystems' total liability for any claims arising from or related to these Terms or the Services shall not exceed the total fees paid by you in the twelve (12) months preceding the claim
  • In no event shall ProBizSystems be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill
  • We shall not be liable for any damages resulting from AI-generated outputs that were not reviewed by the Client before use
  • We shall not be liable for service interruptions caused by third-party platforms, APIs, or infrastructure providers

8. Warranties and Disclaimers

ProBizSystems warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this express warranty:

  • Services are provided "as is" and "as available" without warranties of any kind, either express or implied
  • We disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement
  • We do not warrant that AI services will be uninterrupted, error-free, or that results will meet specific expectations
  • We do not guarantee specific revenue increases, productivity gains, regulatory outcomes, or other business results

9. Termination

  • By Client: You may terminate services as provided in the applicable Service Agreement or Statement of Work
  • By ProBizSystems: We may suspend or terminate services for material breach, non-payment, unlawful use, or a security risk, subject to the applicable agreement and law
  • Data return and deletion: Return, export, retention, and deletion responsibilities are governed by the applicable agreement and any legal retention requirements

10. Indemnification

You agree to indemnify, defend, and hold harmless ProBizSystems and its officers, directors, employees, contractors, and agents from and against any claims, damages, obligations, losses, liabilities, costs, or expenses arising from:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any third-party rights, including intellectual property rights
  • Any Client Content that you provide through the Services

11. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the business relationship. This includes, but is not limited to, business strategies, technical specifications, client lists, pricing information, and AI model configurations. Confidentiality obligations survive termination of these Terms for a period of two (2) years.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey and applicable federal law, without regard to conflict-of-law principles. Any disputes arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties.

If negotiation fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The decision of the arbitrator shall be final and binding.

13. Modifications to Terms

ProBizSystems reserves the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after such modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services.

14. General Provisions

  • Entire Agreement: These Terms, together with any applicable Service Agreements and our Privacy Policy, constitute the entire agreement between you and ProBizSystems regarding the Services
  • Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect
  • Waiver: The failure of ProBizSystems to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision
  • Assignment: You may not assign or transfer these Terms without our prior written consent. ProBizSystems may assign these Terms without restriction
  • Force Majeure: ProBizSystems shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control

15. Contact Information

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

ProBizSystems

Email: info@probizsystems.com

Web: www.probizsystems.com

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