Terms of Service & Disclaimer

Vincere Per Consilium — Conquer Through Strategy

Last updated: September 6, 2026

Important Disclaimer — Not Professional Advice

Cerebro is a business development and financial operating tool. It is NOT accounting, auditing, investment, tax, or legal advice, and no attorney-client, accountant-client, or fiduciary relationship is created by your use of the Services. AI-generated output from Proxy and automated categorization may contain errors and should be independently verified. Always consult a qualified professional before making financial, tax, or legal decisions.

1. Eligibility & Invite-Only Access

The Services are offered to businesses and individuals in the United States. Access to the Cerebro client portal is invite-only. Submitting a request through our access request form does not create an account or guarantee approval.

You must be at least 18 years old and authorized to bind the business you represent. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

Submitting our contact form, tax preparation intake form, or requesting a consultation (including through Microsoft Bookings) does not create a professional engagement or any accountant-client, attorney-client, or fiduciary relationship. A professional engagement begins only upon a separate written agreement or the commencement of paid work. Consenting to be contacted through a form is solely permission for us to reach out about your inquiry.

2. Description of the Services

In addition to the Cerebro platform, ProxemiCap offers professional advisory and consulting services, which may include AI Implementation (custom AI assistants, workflow automation, and data-driven insights for businesses and individuals), business consulting, financial planning, tax strategy and preparation, registered agent and compliance, and accounting and payroll. These services are provided under separate scope and pricing agreed with you.

Cerebro combines automated bookkeeping tools, AI advisory ("Proxy"), optional human professional services delivered by PXC, and document management under a subscription. Certain features rely on third-party providers and may change, be added, or be removed over time.

Premium and add-on services (including human bookkeeping, payroll, and IFTA filing) are performed on a best-efforts professional basis and depend on the accuracy and timeliness of the information you provide.

Cerebro's payroll figures are estimates provided for planning. Where PXC prepares payroll and remits payroll taxes on your behalf, PXC reviews and confirms the amounts before remittance, and you remain responsible for paying employees their net wages and for the accuracy of the employee, wage, and withholding information you provide. Final tax liability depends on each employee's elections and applicable law; estimates are not a guarantee of the amounts ultimately owed.

3. Subscriptions, Fees & Billing

Cerebro Basic is $29/month and includes a 14-day free trial. Cerebro Premium is a $75/month add-on that includes a dedicated human bookkeeper, prepared financial statements, and quarterly review meetings.

Additional services are billed as follows: late (prior-period) transaction categorization is $2 per transaction (metered); invoice processing is 3.5% + $1 per paid invoice; IFTA filing is $150 per vehicle per quarter; and S-Corp payroll is billed quarterly at $200 (Micro), $350 (Small), or $1,250 (Growing). Quarterly filings are auto-invoiced on April 1, July 1, October 1, and January 1.

All payments are processed by Stripe. By subscribing, you authorize recurring charges to your payment method until you cancel. Prices are in U.S. dollars and exclusive of applicable taxes. We may change pricing on prospective notice.

4. Trials, Cancellation & Refunds

If you do not add a paid subscription before your trial ends, access to paid features may be suspended. You may cancel at any time from your billing settings; cancellation takes effect at the end of the current billing period.

Except where required by law, fees already paid are non-refundable, and partial-period fees are not prorated. One-time and quarterly professional-service fees are non-refundable once work has begun.

5. Bank Connections & Financial Data

If you connect a bank account, aggregation is provided through Plaid on a read-only basis; we do not initiate transfers or move money on your behalf. Your use of Plaid is also subject to Plaid's end-user policies.

You are responsible for reviewing and confirming the accuracy of imported transactions, categorizations, and any reports generated by the Services.

6. Acceptable Use

You agree not to misuse the Services, including: attempting to gain unauthorized access; uploading unlawful, infringing, or malicious content; reverse-engineering the platform; using the Services to violate any law or third-party right; or overloading, disrupting, or circumventing security or rate limits.

7. Artificial Intelligence Features

Proxy and automated categorization use third-party AI models. Output is generated probabilistically, may be inaccurate or incomplete, and does not represent the advice or opinion of ProxemiCap or any licensed professional. You are responsible for reviewing AI output before relying on it.

8. Your Content & Data

You retain ownership of the documents, financial records, and other content you submit ("Your Content"). You grant ProxemiCap a limited license to host, process, and display Your Content solely to provide and improve the Services. We handle Your Content in accordance with our Privacy Policy.

9. Intellectual Property

The Services, including Cerebro, Proxy, the ProxemiCap name and logo, and all related software and content, are owned by ProxemiCap LLC and protected by intellectual property laws. These Terms grant you a limited, non-exclusive, non-transferable right to use the Services; no other rights are granted.

10. Third-Party Services

The Services integrate third-party providers (including Stripe, Plaid, Supabase, Microsoft, Groq, Anthropic, Twilio, and Resend). We are not responsible for third-party services, and your use of them may be subject to their own terms and privacy policies.

11. Disclaimers & Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that the Services will be uninterrupted, error-free, or that any output is accurate.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROXEMICAP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL. Our total aggregate liability arising out of or relating to the Services will not exceed the amounts you paid to us in the twelve (12) months preceding the claim.

12. Indemnification

You agree to indemnify and hold harmless ProxemiCap and its officers, employees, and agents from any claims, damages, or expenses (including reasonable attorneys' fees) arising from your use of the Services, Your Content, or your violation of these Terms.

13. Termination

We may suspend or terminate your access if you breach these Terms, fail to pay, or use the Services unlawfully. You may stop using the Services at any time. Provisions that by their nature should survive termination (including ownership, disclaimers, and limitations of liability) will survive.

14. Governing Law

These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Any dispute will be resolved in the state or federal courts located in Orange County, Florida, and you consent to their jurisdiction.

15. Changes to These Terms

We may update these Terms from time to time. Material changes will be posted here with an updated date. Your continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

16. Text Messaging (SMS)

If you provide a mobile number and opt in, you consent to receive recurring SMS/MMS text messages from ProxemiCap Cerebro related to your account — including processing receipts you text in and account or service notifications. Consent to receive text messages is not a condition of purchasing any product or service.

Message frequency varies based on your activity. Message and data rates may apply. You can opt out at any time by replying STOP to any message; reply HELP for help, or contact info@proxemicap.com. Mobile carriers are not liable for delayed or undelivered messages.

Text-in messaging is delivered through Twilio and is subject to your mobile carrier's terms. We record your opt-in, including the date and time, as evidence of your consent. We do not share your mobile number or SMS opt-in with third parties for their own marketing.

17. Contact

Questions about these Terms? Contact ProxemiCap LLC at info@proxemicap.com. ProxemiCap LLC is a Certified Service-Disabled Veteran-Owned Small Business headquartered in Greater Orlando, Florida.