Terms of Use

1. Acceptance of Terms

By accessing or using any service, page, or product operated under the brand Diagaxis ("Diagaxis," "we," "us," or "our"), you agree to be bound by these Terms of Use ("Terms"). If you do not agree, do not use the services.

These Terms form a binding contract between you ("Customer," "you," or "your") and Scale Your Biz Inc (a British Columbia corporation, business number 821523131RT0001), which operates under the trade name Diagaxis.

Acceptance is recorded by: completing checkout for any Diagaxis-branded offer (clickwrap acceptance); or using any Diagaxis-installed system, voice agent, or interface; or continuing to access any Diagaxis-operated domain (diagaxis.io, start.diagaxis.io, soukeyna.com, or any subdomain).

2. Definitions

3. Services Description

Diagaxis installs front-end operational infrastructure (intake, response, retention, and relationship layers) for service businesses. The specific scope of any installation is defined by the Offer purchased and the corresponding Service Agreement signed at checkout.

We do not provide marketing services, advertising campaigns, or consulting hours. We install systems that operate autonomously after deployment.

Each Offer has its own Service Agreement specifying: what is installed; the activation timeline (typically 24–72 hours from checkout completion); the activation guarantee (subscription pauses if installation is not completed within the committed window — no charge during delay); Customer responsibilities; Operator responsibilities. Reference your purchased Offer's Service Agreement for these specifics.

4. Subscription Terms

4.1 Billing

All Offers are billed in United States Dollars (USD) on a monthly recurring basis unless explicitly stated otherwise on the Offer page. USD is the sole catalogue currency for all Diagaxis-branded Offers; no parallel currency catalogue exists. The first billing cycle starts upon checkout completion. Each subsequent cycle bills on the same day of the following month. All payments are processed by Stripe, Inc. (a third-party payment processor). Diagaxis does not store full payment card data. Statement descriptor on Customer's card statement will reference Diagaxis and the specific Offer (e.g., DIAGAXIS DFD, DIAGAXIS RRS, DIAGAXIS FLYW).

4.2 Activation guarantee

If installation is not completed within the Offer's committed activation window, the subscription pauses automatically at no charge until installation is live. Customer is not billed for any period during which the installed system is not operational.

4.3 Cancellation

You may cancel your subscription at any time by emailing the cancellation request to the address in Section 18. Cancellation takes effect at the end of the current billing cycle. Diagaxis does not provide pro-rated refunds for partial months unless explicitly required by your state-of-residence consumer protection law. Refund eligibility, activation guarantee mechanics, and per-Offer cancellation specifics are governed by the Agreement of Services.

4.4 Refunds

Refunds are governed by the per-Offer Service Agreement. The general principle: Diagaxis does not refund fees paid for completed Service Periods during which the installed system was operational. Refunds for non-operational Service Periods are handled automatically through the activation guarantee mechanic.

5. Customer Responsibilities

By accepting these Terms, you agree to:

• provide accurate and complete information during onboarding and configuration;
• maintain valid payment credentials throughout the subscription term;
• comply with all applicable laws in your state, province, and country of residence and operation;
• use Diagaxis-installed systems only for lawful business purposes;
• not attempt to reverse-engineer, copy, or redistribute any Diagaxis infrastructure, workflows, prompts, or system designs;
• not use Diagaxis-installed systems to send unsolicited communications in violation of CAN-SPAM, CASL, GDPR, TCPA, or any other applicable communications law;
• honor any commitments configured into your installed system (review-request offers, referral rewards, scheduled communications, etc.).

6. Acceptable Use

You may NOT use Diagaxis services or infrastructure to:

• publish false, misleading, or fraudulent content;
• solicit or publish reviews of a specific sentiment (e.g., "only positive reviews") — only reviews of genuine customer experiences may be solicited through Diagaxis-installed loops;
• operate in industries prohibited by Stripe's restricted business list (firearms, adult content, gambling, etc.);
• operate any system in jurisdictions where the service or its operation would be illegal;
• resell, sublicense, or white-label Diagaxis infrastructure without an explicit written reseller agreement;
• use Diagaxis infrastructure to compete with Diagaxis or to operate a competing infrastructure-installation business.

Violation of acceptable use may result in immediate termination without refund.

7. Intellectual Property

7.1 Diagaxis-owned

Diagaxis (Scale Your Biz Inc) retains all rights, title, and interest in: all system designs, workflow architectures, prompt structures, and operational doctrine; all proprietary methodologies, including the R6 framework, the Diagnostic Path methodology, the Permission Ladder doctrine, and the 30-Day Implementation Challenge cadence; all software, code, configurations, and templates used to build and deploy infrastructure; the Diagaxis brand, trade marks, logos, and associated brand assets.

7.2 Customer-owned

Customer retains all rights to: Customer's own business data (contacts, transactions, communications history); content posted by Customer's own customers to Customer's own platforms (Google Business Profile reviews, social posts, etc.); Customer's own brand, trade marks, and business identity.

7.3 Limited license to Customer

For the duration of the Service Period, Diagaxis grants Customer a non-exclusive, non-transferable, non-sublicensable license to use the installed infrastructure for Customer's own business operations only. This license terminates immediately upon subscription cancellation or termination.

8. Data and Privacy

Diagaxis processes Customer business data and Customer's end-customer data (where applicable) as a Service Provider under California CCPA/CPRA, as a Data Processor under GDPR (for EU residents, if any), and as an Organization under PIPEDA and Quebec Law 25 (for Canadian residents, if any).

Specific data handling, retention, deletion, and rights are documented in our Privacy Policy. By accepting these Terms, you also accept the Privacy Policy.

For US Customers: Customer's state-of-residence data privacy law applies in addition to CCPA/CPRA (CCPA/CPRA California, VCDPA Virginia, CPA Colorado, CTDPA Connecticut, UCPA Utah, and other state laws as enacted). For Canadian Customers: PIPEDA + Quebec Law 25 apply.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• DIAGAXIS PROVIDES SERVICES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
• DIAGAXIS'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO DIAGAXIS DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
• DIAGAXIS IS NOT LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.
• THESE LIMITATIONS APPLY EVEN IF DIAGAXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In those jurisdictions, our liability is limited to the maximum extent permitted by applicable law.

10. Indemnification

Customer agrees to indemnify, defend, and hold harmless Diagaxis (Scale Your Biz Inc), its officers, directors, employees, and contractors from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from: Customer's misuse of Diagaxis services; Customer's violation of these Terms or any applicable law; Customer's content, communications, or business operations conducted using Diagaxis infrastructure; Customer's violation of third-party rights.

11. Termination

11.1 Termination by Customer

Customer may cancel at any time per Section 4.3.

11.2 Termination by Diagaxis

Diagaxis may terminate or suspend the subscription immediately upon: Customer's violation of Section 6 (Acceptable Use); Customer's failure to pay after a fifteen (15) day grace period; legal or regulatory action requiring termination; Diagaxis ceasing to operate the relevant Offer (with thirty (30) day notice and pro-rated refund of any unused Service Period).

11.3 Post-termination

Upon termination: the license in Section 7.3 terminates; Customer retains read-only access to Customer's own data for thirty (30) days; after thirty (30) days, Customer data is deleted per Privacy Policy retention schedule (except records required by tax law or accounting standards).

12. Affiliate Program

Diagaxis operates a three-tier affiliate program under which third parties may earn recurring commissions on referred Customer subscriptions. The structure below is canonical. Specific affiliate identities, contracts, and accounting mechanics are governed by the separate Affiliate Program Agreement signed at affiliate onboarding.

12.1 Three-tier structure:

Per-tier commission rates are invariant within a tier across all Diagaxis Offers brought by an affiliate in that tier. Cross-tier rate differential reflects the structural effort and leverage differences between tiers. Rates may iterate after operational data lands; the three-tier structure itself is canonical.

12.2 Affiliate disclosure (FTC compliance)

Affiliates promoting Diagaxis Offers to US audiences must clearly and conspicuously disclose their material connection to Diagaxis in any endorsement, recommendation, or referral content, in accordance with the U.S. Federal Trade Commission's "Guides Concerning the Use of Endorsements and Testimonials in Advertising" (16 C.F.R. Part 255). Required disclosure language and placement is specified in the Affiliate Program Agreement.

12.3 Affiliate eligibility

An affiliate must be at least 18 years old, hold a valid payout account (Stripe Connect or equivalent), and agree to the Affiliate Program Agreement and these Terms. Diagaxis may decline, suspend, or terminate any affiliate at any time for breach, fraudulent referral activity, brand-protection concerns, or violation of applicable law.

12.4 Affiliate commission accounting

Commission tracking and payout is operated through Diagaxis's GoHighLevel Affiliate Manager and paid via Stripe Connect (or equivalent). Cookie attribution window is documented in the Affiliate Program Agreement. Lifetime attribution applies for the duration of the referred Customer's continuous subscription; attribution lapses if the Customer cancels and re-subscribes after the attribution window expires.

12.5 Brand-protection carveout

Notwithstanding any commission entitlement, Diagaxis reserves the right to: refuse affiliate enrollment to any party whose channel, audience, or content positioning conflicts with the Diagaxis brand; reverse or withhold commissions on referrals deemed fraudulent (self-referral, incentivized fake submissions, brand-bid keyword competition); disqualify Customers who were already in a Diagaxis sales conversation, pipeline, or trial state prior to the affiliate's first attributed touch.

12.6 Affiliate program changes

Diagaxis may modify the affiliate tier structure, commission rates, or program terms with thirty (30) days' notice to active affiliates. Modifications do not retroactively reduce commissions on Customers already attributed to an affiliate.

13. Modifications to Terms

Diagaxis may update these Terms at any time. Material changes will be communicated to active Customers at least thirty (30) days before they take effect, via email to the address on file. Continued use of services after the effective date constitutes acceptance. The current version is always available at diagaxis.io/terms-of-use.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of British Columbia, Canada, without regard to conflict of laws principles.

For Customers in the United States: disputes that cannot be resolved informally shall be resolved through binding arbitration under the rules of the American Arbitration Association ("AAA"), seated in a venue mutually agreed to by the parties; each party waives the right to a jury trial and the right to participate in any class action; Customer retains the right to bring small-claims-court matters in Customer's state of residence.

For Customers in Canada: disputes are subject to the exclusive jurisdiction of the courts of British Columbia.

These dispute resolution provisions do not limit Customer's rights under any applicable consumer protection statute that cannot be waived by contract.

15. Force Majeure

Neither party is liable for failure or delay caused by events outside its reasonable control, including: natural disasters, war, government action, internet or infrastructure outage at any third-party provider, denial-of-service attacks, or pandemic-related restrictions.

16. Severability and Entire Agreement

If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. These Terms, together with the applicable Service Agreement and Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements regarding the subject matter.

17. Assignment

Customer may not assign these Terms without Diagaxis's written consent. Diagaxis may assign these Terms in connection with a merger, acquisition, sale of substantially all assets, or corporate restructuring (including a future US-LLC formation contemplated under Diagaxis's market-focus strategy).

18. Contact Information