Terms of Service
Last Updated: January 2025
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION. YOU MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.
THESE TERMS OF SERVICE GOVERN YOUR SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Particle Automation, LLC, DBA Lacy Autonomous Intelligence (Lacy.ai), (3) THE INFORMATION YOU PROVIDED IN CONNECTION WITH YOUR REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE, AND COMPLETE, AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES.” SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE LICENSES AND NOT BY THESE TERMS.
ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, AND AFFILIATE AGREEMENT (WHEREVER APPLICABLE) (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND Lacy.ai LLC, ITS FOUNDERS, OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS, AND ASSIGNS (HEREINAFTER REFERRED TO AS “Lacy.ai,” “WE,” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH Lacy.ai RELATED TO THE PLATFORM.
Lacy.ai RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO MAKE CHANGES TO THESE TERMS AT ANY TIME. ALL CHANGES ARE EFFECTIVE IMMEDIATELY WHEN POSTED. YOUR CONTINUED USE OF THE PLATFORM FOLLOWING THE POSTING OF ANY REVISED TERMS CONSTITUTES YOUR ACCEPTANCE AND AGREEMENT TO THE UPDATED TERMS.
Lacy.ai IS ONLY PROVIDING THE PLATFORM FOR YOUR BUSINESS USE WITHOUT ANY PROMISE OF EXCLUSIVITY. Lacy.ai’S CUSTOMERS, USERS, ENTREPRENEURS, AFFILIATE MARKETERS, EXPERTS, AND PARTNERS ARE NOT Lacy.ai’S EMPLOYEES, CONTRACTORS, OR REPRESENTATIVES. Lacy.ai DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY INTERACTIONS BETWEEN YOU AND YOUR CUSTOMERS, OTHER THAN PROVIDING ACCESS TO THE PLATFORM. Lacy.ai AND ITS FOUNDERS SHALL NOT BE HELD LIABLE FOR ANY DISPUTES, CLAIMS, LOSSES, INJURIES, OR DAMAGES ARISING FROM YOUR RELATIONSHIP WITH YOUR CUSTOMERS, INCLUDING THEIR RELIANCE UPON ANY INFORMATION OR CONTENT YOU PROVIDE. YOU AGREE AND ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING YOUR OWN TERMS OF SERVICE TO GOVERN THE RELATIONSHIP BETWEEN YOU AND YOUR CUSTOMERS.
YOU SHOULD CONSULT A LAWYER FOR LEGAL ADVICE TO ENSURE YOUR USE OF THE PLATFORM COMPLIES WITH THESE TERMS AND APPLICABLE LAW.
1.1. Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent and warrant that you are at least 18 years old. You may not access or use the Platform or the Services if you are an employee, partner, director, or affiliate of a Lacy.ai Competitor, or if you intend to access the Platform for any purposes that may compete with Lacy.ai. Lacy.ai reserves the right, in its sole discretion, to deny access to the Platform or Services to any individual or entity deemed a potential competitor or acting in bad faith.
1.2. Platform Account Ownership. Your use of the Platform is strictly conditioned upon your providing complete, current, and accurate information when registering for a Platform Account. The Platform is intended solely for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, you are deemed the owner of the Platform Account unless you are acting on behalf of a business entity, in which case the business entity is the owner of the Platform Account. By accepting these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity to these Terms. Lacy.ai reserves the right, in its sole discretion, to determine the rightful owner of a disputed Platform Account and may suspend or terminate access to the account until proper ownership is established. If Lacy.ai is unable to determine ownership through government-issued documentation or other evidence, Lacy.ai may withhold access to the Platform until such disputes are resolved by the parties or by court order.
1.3. Intended Use. You and your customers may use the Platform solely for lawful purposes and in strict compliance with these Terms. You agree that neither you nor your customers will use the Platform in any manner that violates any applicable laws or regulations or engages in any Prohibited Uses. Additionally, you represent and warrant that:
(i) You and your customers will maintain in effect all necessary licenses, permissions, authorizations, consents, and permits required to meet your obligations under these Terms;
(ii) You are fully responsible for your own actions and for the actions of your employees, agents, and customers who access or use the Platform under your account;
(iii) You assume full responsibility for the use of the Platform by your customers;
(iv) You, your employees, agents, and customers will not misrepresent the Platform or its Services;
(v) You will ensure that your employees and any other authorized users of the Platform Account comply with these Terms, and that your customers accept terms at least as restrictive as these Terms;
(vi) You own or control all rights in and to any content provided to Lacy.ai, including but not limited to any code used to customize the Platform for your customers;
(vii) You, your employees, and your customers will cooperate reasonably and in good faith with law enforcement, regulators, or telecommunication providers in connection with any information requests;
(viii) You will not provide any direct Competitor of Lacy.ai with access to the Platform or its Services;
(ix) You will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to uncover or discover the Platform’s source code, object code, or underlying structure, ideas, or algorithms;
(x) You will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by Lacy.ai); and
(xi) You will not remove any proprietary notices or labels placed on the Platform by Lacy.ai.
1.4. Compliance. You acknowledge and agree that you are solely responsible for ensuring your use of the Platform and Services complies with all applicable laws, including but not limited to data protection, privacy, and regulatory compliance laws such as HIPAA, PCI, and the Gramm-Leach-Bliley Act. Lacy.ai makes no representations, warranties, or guarantees regarding your compliance with any specific laws, and you expressly agree that Lacy.ai and its founders shall not be held liable for any non-compliance, penalties, or damages incurred by your failure to meet legal requirements.
1.5. Privacy. By using the Platform and providing information on or through the Platform, you expressly consent to Lacy.ai’s collection, use, and disclosure of the information in accordance with the Lacy.ai Privacy Policy, which is incorporated herein by reference. Lacy.ai is not responsible or liable for the deletion, loss, or failure to store any information or content transmitted through or stored on the Platform. If you provide your customers with access to the Platform, you are solely responsible for implementing and enforcing your own terms of service and privacy policy, which must offer protections at least equal to those offered by Lacy.ai’s Privacy Policy. You are responsible for obtaining any necessary consents from your customers and ensuring their agreement to be bound by your privacy policy. You represent and warrant that you have provided adequate notices to your customers and have obtained all necessary permissions for Lacy.ai to process and disclose your customers' data in accordance with these Terms and the Privacy Policy.
You may not use, resell, authorize, or permit the use of, or license or make available data obtained from People Data Labs in any manner prohibited by the People Data Labs Acceptable Data Use Policy. You further agree to comply with all applicable laws when collecting personal data to be shared with People Data Labs.
1.6. Login Credentials. You are solely responsible for maintaining the confidentiality and security of your login credentials and account access. All activity under your Platform Account is your responsibility, whether authorized or unauthorized. You agree to notify Lacy.ai immediately of any unauthorized access or breach of security involving your Platform Account. Lacy.ai reserves the right, at its sole discretion, to disable or restrict access to your account if there is any indication of unauthorized use or if you violate any provisions of these Terms. Accounts are non-transferable without Lacy.ai’s explicit written consent. You authorize Lacy.ai to access and monitor your account and any customer accounts for the purpose of providing support, maintaining security, or enforcing these Terms.
1.7. Use of Communication Services. The Platform may include communication features such as SMS, MMS, email, and voice calls. Separate Communication Surcharges may apply for these services and will be billed accordingly. You agree that you are solely responsible for all communications sent through the Platform, including ensuring compliance with relevant laws such as the Telephone Consumer Protection Act (TCPA), Do Not Call Registry Rules, and CAN-SPAM Act. Lacy.ai disclaims all liability related to your communications and does not represent or warrant that your use of the Platform’s communication services will comply with any laws. Lacy.ai is a technology platform provider and does not originate, send, or deliver any communications on your behalf.
1.8. Third-Party Services. The Platform may provide access to certain third-party services (collectively “Third-Party Services”). You acknowledge and agree that Lacy.ai disclaims any and all liability arising from your use of Third-Party Services, including any modification, deletion, or loss of data. You are solely responsible for ensuring that you have obtained the appropriate consents and have reviewed and complied with all applicable third-party terms, including privacy policies and terms of use. Lacy.ai makes no guarantees as to the interoperation or integration of Third-Party Services with the Platform and reserves the right to discontinue any Third-Party Service at any time without liability.
1.9. Third-Party Content. The Platform may display or provide access to content from third parties (“Third-Party Content”). Lacy.ai does not assume any responsibility for Third-Party Content and disclaims any liability arising from your use of or reliance on such content. You engage with Third-Party Content at your own risk and are responsible for ensuring compliance with all applicable laws.
1.10. Excessive Use Restrictions; Trials. Lacy.ai provides tiered-pricing for access to the Platform. You acknowledge and agree that Lacy.ai has no liability for any performance issues arising from your excessive data use. In the event that Lacy.ai, at its sole discretion, deems your data use to be excessive, abusive, or negatively affecting Platform performance, Lacy.ai may require you to upgrade your subscription, suspend or terminate your use of the Platform, or reduce the data available for your use. Consecutive trials to avoid subscription fees are prohibited, and Lacy.ai reserves the right to suspend or terminate access to users attempting to exploit trials in bad faith.
1.11. Platform Updates. Lacy.ai reserves the right to update or modify the Platform at any time, including changes that may impact previously available features. Your use of the Platform is not contingent on any future functionality, and Lacy.ai has no obligation to maintain specific features or services.
1.12. International Use. Lacy.ai makes no representation that the Platform is appropriate or available for use in locations outside the United States. You are solely responsible for compliance with local laws in your jurisdiction, including economic sanctions and export control regulations. Lacy.ai reserves the right to terminate access to users located in embargoed countries or otherwise prohibited from receiving U.S. exports, without liability.
1.13. Artificial Intelligence Acceptable Use Policy. Before using any AI-based features of the Platform, you must ensure that your jurisdiction permits AI usage. You are responsible for compliance with Lacy.ai’s AI Acceptable Use Policy and applicable laws governing AI usage.
1.14. Domain Names. If you purchase a domain name through the Platform, Lacy.ai will act as the registrant. Lacy.ai will transfer the domain to you upon request, subject to a transfer fee. You agree to indemnify Lacy.ai from any claims or liability arising from your use of the domain name.
1.15. Customer Account Transfer Requests. Lacy.ai will only fulfill Sub-Account transfer requests if authorized by you through our in-app transfer process. Lacy.ai may, however, process a transfer without your approval under limited circumstances, such as non-payment or account suspension.
1.16. Bug Bounty Program. Lacy.ai does not offer a bug bounty program. Unauthorized access to the Platform, including penetration testing or probing, is strictly prohibited and will result in immediate account suspension and potential legal action.
You represent and warrant that, while using the Platform, you will comply with the Code of Conduct as set forth in Exhibit A. Any violation of the Code of Conduct or these Terms will be treated as a material breach of this Agreement. Lacy.ai reserves the right to pursue any and all remedies available to it under the law, including immediate suspension or termination of your Platform Account, without prior notice, in the event of such violation. Lacy.ai shall have no liability or responsibility to you or any third party for the consequences of such termination or suspension, including any loss of data or inability to access the Platform.
3.1 Fees and Auto-Renewal. You agree to provide Lacy.ai with accurate and complete billing information, including your name, address, credit card information, and phone number. You must notify Lacy.ai of any changes to this information within ten (10) days of the change. The timely payment of all Fees, including those incurred by your customers, is a condition for continued use of the Platform. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, or other usage-based fees offered by Lacy.ai. Fees are subject to change at Lacy.ai’s sole discretion, and such changes will apply to future billing cycles. Subscription service fees will be billed in advance, either monthly or annually, depending on your subscription plan.
Usage-Based Fees:Usage rates are subject to adjustment at any time and without prior notification. Users remain obligated to pay any adjusted usage amounts.The usage-based fees, which are not included in the monthly base subscription fees for each tier, are as follows:
Core Tier: AI Phone Agent: $0.36 per minute, Email: $0.002 per email, Workflow Premium Actions: $0.03 per action, Email Verification: $0.0075 per verification, Content AI: $0.27 per 1,000 words and $0.18 per image, Workflow AI: $0.09 per GPT-4 or GPT-4.0 execution and $0.045 per GPT-3.5 execution, Review AI: $0.24 per review response, Funnel AI: $2.97 per funnel.
Pro+ Tier: AI Phone Agent: $0.26 per minute, Email: $0.0017 per email, Workflow Premium Actions: $0.025 per action, Email Verification: $0.0063 per verification, Content AI: $0.225 per 1,000 words and $0.15 per image, Workflow AI: $0.075 per GPT-4 or GPT-4.0 execution and $0.0375 per GPT-3.5 execution, Review AI: $0.20 per review response, Funnel AI: $2.475 per funnel.
Business+ Tier: AI Phone Agent: $0.20 per minute, Email: $0.0014 per email, Workflow Premium Actions: $0.02 per action, Email Verification: $0.005 per verification, Content AI: $0.18 per 1,000 words and $0.12 per image, Workflow AI: $0.06 per GPT-4 or GPT-4.0 execution and $0.03 per GPT-3.5 execution, Review AI: $0.16 per review response, Funnel AI: $1.98 per funnel.
Usage-based fees will be calculated based on actual usage and billed monthly as separate line items. By using the Platform, you authorize Lacy.ai to automatically charge the card on file when your Fees are due, and you agree to keep your payment information up to date and sufficient to cover the applicable charges.
3.2 Late Payments and Payment Disputes. If your credit card company declines or refuses to pay the amount owed for Services, Lacy.ai will re-attempt to process the payment for up to seven (7) business days. If payment is still unsuccessful after re-attempts, your Platform Account may be suspended or canceled at Lacy.ai's sole discretion for non-payment. You will be responsible for all overdue Fees, including any third-party fees, chargebacks, or penalties incurred as a result of the declined payment. In the event legal action is required to collect any outstanding amounts, you agree to reimburse Lacy.ai for all expenses incurred, including attorney fees and other legal costs.
In the event you dispute any charges, you must notify Lacy.ai in writing within thirty (30) days of the invoice date. Failure to do so waives your right to dispute the charges. You are required to pay all undisputed Fees while the dispute is being resolved, and you agree to cooperate diligently and in good faith with Lacy.ai to resolve any disputes. All determinations made by Lacy.ai regarding the validity of disputes and the obligation to pay Fees are final and binding.
3.3 Cancellations. You may cancel your subscription by using the functionality available within your Platform Account, by submitting a support ticket, or by contacting Lacy.ai’s support team. It is solely your responsibility to ensure that Services associated with your account are properly canceled. Until you successfully cancel, you will remain responsible for all Fees associated with your account. Lacy.ai does not provide refunds for failure to properly cancel Services or for any unused portions of a subscription period.
3.4 Refunds.
3.4.1 Nonrefundable Fees. All Fees assessed by Lacy.ai are non-refundable, including subscription fees, Communication Surcharges, and any fees for third-party services purchased through Lacy.ai. This policy applies regardless of whether you or your customers accessed or used the Platform during the subscription period. You are solely responsible for any excess Fees incurred due to errors or omissions by you or any third party. Lacy.ai does not issue refunds or credits for errors or omissions, or for partially used or unused services, except as required by law. Lacy.ai reserves the right, at its sole discretion, to issue or deny refunds or credits at any time and for any reason. The determination of whether to issue a refund or credit is final.
3.4.2 Pre-paid and Minimum Commitment Subscriptions. Certain Services and Third-Party Services offered through Lacy.ai may require pre-payment or involve a minimum commitment. Pre-paid services that are canceled prior to full performance are non-refundable. However, Lacy.ai, at its sole discretion, may offer account credits for future services in the event of early cancellation. Services with minimum subscription commitments cannot be canceled until the commitment period is fulfilled, and Fees will continue to be billed until the minimum commitment is met. Certain add-on services, such as HIPAA compliance packages, cannot be canceled or refunded once enabled on your Platform Account.
3.5 Taxes and Government Assessments. All Fees are exclusive of any sales taxes, VAT, GST, or other taxes and government assessments (collectively, "Taxes"), unless expressly stated otherwise. You are solely responsible for paying any and all Taxes associated with your use of the Platform, including Taxes incurred in transactions with your customers. If you are a business entity with a valid VAT or GST identification number, you must provide that information to Lacy.ai. Lacy.ai is entitled to rely on the VAT or GST number you provide for tax purposes. Where required by law, Lacy.ai will apply a VAT/GST reverse charge mechanism, shifting liability to you for any applicable VAT/GST.
Failure to provide a valid VAT or GST identification number may result in VAT or GST being assessed by Lacy.ai. If you provide a valid VAT or GST number after a Fee has been paid, Lacy.ai will not refund the previously charged VAT or GST. Lacy.ai reserves the right to recalculate and collect additional Taxes from you if it determines that they are due. You agree to indemnify Lacy.ai for any and all Claims related to Taxes arising from your use of the Platform, including any Taxes associated with your customer transactions. Taxes are non-refundable. You further confirm that Lacy.ai may rely on the name and address you provide as the place of supply for Tax purposes. If any payment due to Lacy.ai is subject to withholding taxes or similar assessments, you agree to pay such taxes without any reduction to the Fees due to Lacy.ai.
4. Intellectual Property Rights
4.1 Platform Content. The Platform and all content made available through the Platform, including but not limited to text, graphics, videos, logos, buttons, icons, databases, software, and any other material (collectively, "Platform Content"), are the sole property of Lacy.ai or its licensors and are protected by copyright, trademark, and other intellectual property laws. Platform Content does not include User Contributions (as defined below). Lacy.ai grants you a limited, revocable, non-transferable, non-exclusive, and royalty-free license to access and use the Platform Content solely for the purpose of utilizing the Platform and making it available to you and your customers, in accordance with these Terms. Any unauthorized reproduction, modification, distribution, transmission, republication, framing, display, or performance of the Platform Content is strictly prohibited without the express prior written consent of Lacy.ai. Any violation of this Section may result in immediate suspension or termination of your access to the Platform.
4.1 Ownership. Lacy.ai retains exclusive ownership of all intellectual property related to the Platform, including, but not limited to, any software, algorithms, AI models, training data, databases, and other proprietary materials generated or used by Lacy.ai in connection with the Platform (collectively, "Lacy.ai IP"). No rights or licenses are granted to you except as expressly provided herein.
4.2 License Grant. Lacy.ai grants you a limited, revocable, non-transferable, non-exclusive, and non-sublicensable license to access and use the Platform solely for your internal business purposes, in accordance with these Terms. This license does not transfer any ownership rights or entitle you to alter, modify, or reverse-engineer any part of the Platform.
4.2 Lacy.ai Marks and Advertisements. The name Lacy.ai, its logo, and other trademarks, service marks, or trade names (collectively, "Marks"), including but not limited to Lacy.ai and Lacy AI, are the exclusive property of Lacy.ai. These Marks may not be used by you or any third party without prior written authorization from Lacy.ai, including but not limited to use as part of any company name, domain name, or in connection with any product or service that is not provided by Lacy.ai. Any use of the Marks that is likely to cause confusion, misrepresentation, or disparagement of Lacy.ai is strictly prohibited. You may not remove or alter any Lacy.ai Marks, logos, copyright notices, or other proprietary notices placed on or near the Platform or Platform Content. Other product or company names mentioned on the Platform may be the trademarks or service marks of their respective owners, and you must respect those rights as well. Unauthorized third-party use of Lacy.ai Marks does not imply approval, sponsorship, or endorsement by Lacy.ai, and Lacy.ai reserves all rights to take action against any unauthorized or inappropriate use of its intellectual property.
4.3 License Restrictions. You are prohibited from (a) reverse engineering, decompiling, disassembling, or attempting to discover the source code or underlying algorithms of the Platform; (b) modifying or creating derivative works of the Platform; (c) using the Platform for any purpose other than your internal business needs; (d) sublicensing, selling, leasing, or otherwise exploiting the Platform for any commercial purpose without Lacy.ai's express written consent.
4.3 User Contributions. Any content, data, or materials you submit, upload, post, or otherwise transmit to or through the Platform ("User Contributions") are considered non-confidential and non-proprietary. By providing User Contributions, you grant Lacy.ai, its affiliates, service providers, and their respective successors and assigns, an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license to use, reproduce, modify, perform, display, distribute, and otherwise disclose such User Contributions to third parties, solely for the purpose of fulfilling Lacy.ai's obligations under these Terms. Lacy.ai is not responsible for the content or accuracy of any User Contributions or for any delay or failure in removing content that violates these Terms. Lacy.ai reserves the right, but has no obligation, to remove or delete any User Contributions that it deems to violate these Terms or applicable law, at any time and for any reason, with or without notice. You represent and warrant that: (i) you own or control all rights to the User Contributions and have the authority to grant the license granted above; (ii) your User Contributions do not violate any applicable laws or these Terms; and (iii) you are solely responsible for the legality, reliability, accuracy, and appropriateness of your User Contributions.
4.4 Prohibited User Contributions. You are strictly prohibited from submitting any User Contributions that:
(i) are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another’s privacy, or contain graphic descriptions of sexual or violent content;
(ii) victimize, harass, degrade, or intimidate an individual or group based on religion, gender, sexual orientation, race, ethnicity, age, disability, or other characteristics;
(iii) infringe any patent, trademark, copyright, trade secret, right of publicity, or other proprietary rights of any third party;
(iv) breach the security of, or otherwise provide unauthorized access to, secured or protected areas of the Platform or attempt to access other users’ Platform accounts without permission.
Any violation of these prohibitions may result in the suspension or termination of your Platform Account, and Lacy.ai reserves the right to seek any additional remedies available under law.
4.5 Feedback. If you voluntarily provide any suggestions, ideas, or feedback to Lacy.ai regarding improvements or enhancements to the Platform ("Feedback"), you acknowledge and agree that your submission is voluntary, non-confidential, and without any obligation of compensation or recognition. You grant Lacy.ai and its designees a perpetual, irrevocable, worldwide, non-exclusive, fully paid-up, royalty-free license to use, reproduce, modify, distribute, perform, and display the Feedback and create derivative works from it, in any manner and for any purpose, without any obligation to notify or compensate you. This license also includes the right to combine your Feedback with other works and to sublicense it.
4.6 Feedback Waiver. You hereby irrevocably waive and release any and all claims, causes of action, damages, or liabilities that you may have now or in the future against Lacy.ai or its affiliates arising from or related to the use of your Feedback, including without limitation any claims for moral rights or equitable relief. You further agree that you are solely responsible for the content of any Feedback submitted and agree to defend, indemnify, and hold Lacy.ai harmless from any and all liabilities, losses, or damages arising from your Feedback, including any claims or actions brought by third parties.
4.7 Copyright; Digital Millennium Copyright Act. Lacy.ai operates as an online service provider and is entitled to safe harbor protections against copyright infringement liability under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512. If you believe that your copyrighted work or intellectual property has been infringed by a user of the Platform, you may submit a DMCA Takedown Request in accordance with the procedure outlined on our website at Lacy.ai/DMCA. Upon receipt of a fully compliant Takedown Request, Lacy.ai will notify the alleged infringer and take reasonable steps to remove the allegedly infringing content. If the alleged infringer submits a valid Counter-Notice, the disputed content may be restored unless the original complainant files a court action within the time specified by law. Alternatively, DMCA Takedown Requests or Counter-Notices can be submitted via email to legal@Lacy.ai or mailed to the following address:
Lacy.ai Inc
Attention: Copyright Agent
8 The Green Ste A
Dover, DE 19901
4.8 Copyright Registration. The Lacy.ai Platform is a registered work under the U.S. Copyright Act, with an effective date of registration of August 1, 2024.
4.9 Usage Data. Lacy.ai may access, collect, analyze, and use data and insights generated through your use of the Platform ("Usage Data"), subject to the Lacy.ai Privacy Policy. Lacy.ai owns all such Usage Data. In the event that Lacy.ai chooses to disclose Usage Data, it will anonymize and aggregate the data to ensure that it cannot identify you or your customers, except as required to perform Lacy.ai’s obligations or as otherwise authorized by you.
5. Disclaimers
Lacy.ai makes no representations or guarantees that your business will be profitable or that you will generate revenue through the use of the Platform or Services. Except as expressly stated in these Terms, Lacy.ai does not provide any business opportunities or guarantees of success through your use of the Platform or Services.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM, AND YOU AGREE THAT YOU USE THE PLATFORM AT YOUR SOLE DISCRETION. Lacy.ai SHALL NOT BE LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, Lacy.ai MAKES NO WARRANTY THAT:
(A) THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS,
(B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(C) THE RESULTS OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE,
(D) ANY PARTICULAR FEATURES WILL BE CONTINUOUSLY AVAILABLE, OR
(E) THE QUALITY OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM DEFECTS OR ERRORS.
YOU ACKNOWLEDGE THAT THE INTERNET AND NETWORKS OPERATED BY TELECOMMUNICATIONS PROVIDERS ARE INHERENTLY INSECURE. Lacy.ai SHALL NOT BE LIABLE FOR ANY INTERCEPTION, LOSS, ALTERATION, OR UNAUTHORIZED ACCESS TO YOUR DATA WHILE IN TRANSIT OVER THE INTERNET OR TELECOMMUNICATION NETWORKS.
Lacy.ai MAKES NO WARRANTY REGARDING ANY TRANSACTIONS, CONTENT, OR SERVICES PROVIDED THROUGH A THIRD PARTY OR IN CONNECTION WITH THIRD-PARTY SERVICES OR LINKS AVAILABLE ON THE PLATFORM. YOU AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTIES RELATED TO THIRD-PARTY SERVICES ARE SOLELY PROVIDED BY THOSE THIRD PARTIES.
WE RESERVE THE RIGHT TO MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY FEATURES OR SERVICES, AT ANY TIME WITH OR WITHOUT NOTICE TO YOU. Lacy.ai SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR CLAIM ARISING OUT OF SUCH MODIFICATIONS OR DISCONTINUATIONS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO CERTAIN DISCLAIMERS ABOVE MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
BETA PRODUCTS OR EARLY RELEASE PRODUCTS. FROM TIME TO TIME, YOU MAY BE OFFERED ACCESS TO EARLY RELEASE OR BETA PRODUCTS (COLLECTIVELY, "BETA PRODUCTS"). SUCH BETA PRODUCTS ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. Lacy.ai DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO BETA PRODUCTS. Lacy.ai RESERVES THE RIGHT TO TERMINATE ACCESS TO BETA PRODUCTS AT ANY TIME, WITHOUT LIABILITY.
5.1 Prohibited Conduct and ComplianceWhen using the Platform, you agree not to:
a) Violate any applicable law, regulation, or third-party rights;
b) Circumvent or interfere with the security features of the Platform, including attempting to reverse-engineer the source code;
c) Upload or disseminate any malicious software or code that may harm the Platform or other users;
d) Engage in fraudulent, illegal, or deceptive activities using the Platform, including impersonating any entity or misrepresenting your affiliation;
e) Use the Platform in any manner that would disrupt its availability to other users or overburden the infrastructure.
6. Limitation of Liability, Indemnification, and MitigationYour sole and exclusive remedy for any claim arising out of or related to these Terms, the Platform, or the Services will be limited to the amount you paid for Services during the three (3) months prior to the event giving rise to the claim. This limitation will not apply if you are only using free Services, in which case Lacy.ai’s total liability, if any, will be limited to one hundred U.S. dollars ($100).
UNDER NO CIRCUMSTANCES SHALL Lacy.ai BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DATA, OR USE, ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM OR THIRD-PARTY SERVICES, REGARDLESS OF WHETHER Lacy.ai WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CLAIMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.
Lacy.ai SHALL NOT BE LIABLE FOR ANY DISRUPTIONS OR FAILURES OF THIRD-PARTY SERVICES, NOR FOR ANY PROMISES, STATEMENTS, OR TRANSACTIONS MADE THROUGH OR IN CONNECTION WITH SUCH THIRD-PARTY SERVICES.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Indemnification.You agree to defend, indemnify, and hold Lacy.ai, its officers, directors, employees, agents, affiliates, and licensors harmless from any and all claims, actions, proceedings, liabilities, damages, losses, fees, costs, or expenses (including reasonable attorney fees) arising out of or related to:
(a) Your use of or reliance on the Platform, Services, or any data provided by you or your employees, agents, or customers;
(b) Your breach of these Terms by you, your employees, agents, or customers;
(c) The wrongful use or possession of any Lacy.ai property by you, your employees, agents, or customers;
(d) Any negligence, gross negligence, or willful misconduct by you, your employees, agents, or customers;
(e) Any misrepresentation made by you, your employees, agents, or customers;
(f) Any violation of applicable laws or regulations by you, your employees, agents, or customers;
(g) Any actions of your employees, agents, or customers regarding notices or consents related to SMS, MMS, email, or other communications through the Platform;
(h) Taxes or other fees; and
(i) Any disputes between you and other users, clients, or customers.
In the event that the Platform is found to infringe any third party's intellectual property rights, Lacy.ai may, at its option:
(a) Obtain the necessary rights for you to continue using the Platform;
(b) Modify or replace the Platform to make it non-infringing; or
(c) Terminate your access to the Platform.
6.1 AI Model Ownership and Data RightsYou retain ownership of any data you provide to the Platform ("User Data"). However, Lacy.ai retains exclusive ownership of all AI models, algorithms, and improvements generated through the Platform, including any modifications or enhancements derived from your User Data. By using the Platform, you grant Lacy.ai a perpetual, irrevocable, royalty-free license to use, process, and store your User Data for the purpose of improving and delivering the Platform services.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS FROM THE DATE OF THE EVENT GIVING RISE TO THE CLAIM. FAILURE TO DO SO WILL RESULT IN THE PERMANENT BAR OF SUCH CLAIM OR CAUSE OF ACTION, REGARDLESS OF WHEN YOU DISCOVERED OR SHOULD HAVE DISCOVERED IT.
You acknowledge and agree that a breach or threatened breach of these Terms will result in irreparable harm to Lacy.ai, for which monetary damages may not be an adequate remedy. As such, Lacy.ai will be entitled to seek injunctive or other equitable relief without the need to post a bond or other security, in addition to any other remedies available at law or in equity.
The failure of Lacy.ai to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. A waiver of any provision of these Terms will only be effective if it is in writing and signed by an authorized representative of Lacy.ai.
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.
Lacy.ai reserves the right to assign or transfer its rights and obligations under these Terms in the event of a merger, acquisition, sale, or other change of control without prior notice to you. You may not assign or transfer any rights or obligations under these Terms without the prior written consent of Lacy.ai, which may be withheld in Lacy.ai’s sole discretion.
Except as expressly provided herein, these Terms constitute the entire agreement between you and Lacy.ai with respect to your use of the Platform and supersede all prior and contemporaneous agreements, representations, warranties, and understandings, both written and oral, related to the Platform. Any modifications, amendments, or supplements to these Terms must be in writing and signed by an authorized representative of Lacy.ai in order to be enforceable.
If Lacy.ai enters into a separate written agreement with you, the terms of that separate agreement shall be deemed part of your entire agreement with Lacy.ai. In the event of any conflict between these Terms and the terms of the separate agreement, the separate agreement shall govern to the extent of the conflict.
These Terms will remain in full force and effect as long as you maintain an active Platform Account. Certain sections of these Terms, including but not limited to sections related to intellectual property, indemnification, limitation of liability, and dispute resolution, shall survive the termination of your Platform Account and continue to bind you even after you are no longer a Platform user.
12.1 Grounds for Termination. Lacy.ai, in its sole discretion, reserves the right to suspend or terminate your access to the Platform or any portion thereof at any time, with or without notice, for any reason or no reason, and without liability to you or any third party. Such reasons may include, but are not limited to, your breach of these Terms, suspected fraudulent or illegal activity, or abusive behavior. Lacy.ai may also report suspected illegal activity to the appropriate authorities. Platform Accounts that remain inactive for more than ninety (90) days may be deleted at Lacy.ai’s discretion without prior notice to you.
12.2 No Right to Services Upon Termination. Upon termination or suspension of your access to the Platform for any reason, your right to use the Platform will immediately cease. Lacy.ai will not be liable to you or any third party for any claims, damages, losses, or costs arising out of such termination, suspension, or any actions related thereto, including but not limited to the loss of data or inability to access the Platform.
12.3 No Termination by Third Party Users. If you were granted access to the Platform by a third party (i.e., a partner or reseller), you must contact that third party for any questions or requests related to termination of your access. Lacy.ai does not manage or oversee termination of such third-party-issued subscriptions.
12.4 Force Majeure. Lacy.ai shall not be held responsible for any delays or failures in performance resulting from events beyond its reasonable control, whether foreseeable or unforeseeable, including but not limited to labor disputes, strikes, fires, floods, natural disasters, acts of war, governmental regulations, civil disturbances, and other acts or events beyond the control of Lacy.ai. During such events, Lacy.ai’s obligations under these Terms will be suspended until performance is possible.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS BY REQUIRING YOU TO RESOLVE DISPUTES WITH Lacy.ai THROUGH BINDING INDIVIDUAL ARBITRATION.
These Terms and any disputes arising under or in connection with these Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of law principles. These Terms may be translated into different languages; however, only the English version is valid and enforceable.
13.1 Arbitration. Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and the Federal Arbitration Act shall govern the interpretation and enforcement of this arbitration provision. Arbitration proceedings will take place in Dallas, Texas, and any resulting arbitration award may be entered and enforced in any court of competent jurisdiction.
13.2 Class Action Waiver. All claims and disputes must be arbitrated or litigated on an individual basis. You agree not to join your claims with those of any other party, and no claim shall be arbitrated or litigated as a class action or on a class-wide basis. Claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user.
14.1 Notices. All notices required or permitted under these Terms must be in writing. Notices to Lacy.ai must be sent via email to legal@Lacy.ai. You agree to receive notices from Lacy.ai electronically, either through the email address you provided when registering or any other email address we have on record for you. Notices are deemed effective upon receipt.
14.2 Contacting You. Lacy.ai may contact you regarding these Terms using any information you have provided, including but not limited to the email address, mailing address, or phone number associated with your Platform Account. If you no longer wish to receive communications from Lacy.ai, you may unsubscribe using the link provided in any communication or by emailing legal@Lacy.ai. However, you agree to receive notices required by these Terms.
14.3 Security of Communications. When creating a Platform Account, you must provide a primary email address to receive electronic communication related to these Terms. Lacy.ai will never send you an email requesting confidential information such as account numbers, usernames, or passwords. If you receive such an email that appears to come from Lacy.ai, do not respond and notify us immediately by emailing legal@Lacy.ai.
14.4 Contact Information. For any feedback, comments, technical support requests, or other communications relating to the Platform or these Terms, please contact Lacy.ai at the following:
Particle Automation LLC | Lacy.ai
ATTN: Legal Department
8 The Green Ste A
Dover, DE 19901
Email: legal@Lacy.ai
15.1 "Communication Surcharges" means any applicable fees or surcharges imposed by communications service providers (e.g., carriers) that arise from your use of the Platform, including but not limited to SMS, MMS, and voice call services.
15.2 "Feedback" means any ideas, suggestions, or concepts you provide to Lacy.ai relating to improvements, new features, services, or other elements of the Platform or any services or products offered by Lacy.ai or its affiliates, including but not limited to any ideas posted to Lacy.ai’s ideaboard.
15.3 "Fees" means all charges, costs, or other amounts associated with your use of the Platform, including but not limited to subscription fees, surcharges, and fees for additional services or features you may purchase.
15.4 "Lacy.ai Marks" means all trademarks, service marks, logos, and other branding elements belonging to or associated with Lacy.ai, including the name "Lacy.ai."
15.5 "Information" means any and all data about you, your business, or your customers that is collected, processed, or stored on the Platform, including information required to create a Platform Account and use the Platform’s features.
15.6 "Login Credentials" means the username and password, API keys, or other authentication mechanisms used to access your Platform Account, including any third-party integrations used with the Platform.
15.7 "Materials" means any content, trademarks, copyrighted material, tangible products, services, photos, videos, written content, code, or other data you or your affiliates provide or make available on the Platform for business purposes.
15.8 "Platform" means the suite of services, software, content, and features provided by Lacy.ai on or through its website, mobile application, or other channels, including but not limited to training, communication tools, and integrations.
15.9 "Platform Account" means the account you establish with Lacy.ai to access and use the Platform.
15.10 "Platform Content" means all content, features, and functionality available on the Platform, including text, images, graphics, logos, videos, and other materials that are owned by or licensed to Lacy.ai, excluding User Contributions.
15.11 "Prohibited Uses" means any actions or behaviors outlined in Section 3 of these Terms that are expressly prohibited when using the Platform.
15.12 "Services" means all products, services, integrations, and other offerings that Lacy.ai makes available to users through the Platform, including Third-Party Services.
15.13 "Sub-Account" means any additional account or subscription created under a primary Platform Account, typically used for managing different businesses or departments.
15.14 "Third Party Content" means content, offers, promotions, or links provided by third parties that may be accessible on or through the Platform.
15.15 "Third Party Services" means any third-party products, services, applications, or software that may be accessed or integrated through the Lacy.ai Platform, including applications from the Lacy.ai Marketplace.
15.16 "Training" means any training materials, tutorials, or suggested usage information provided by Lacy.ai to help you use the Platform.
15.17 "User Contributions" means any content, materials, or data that you upload, submit, publish, or transmit on or through the Platform, including any information shared directly with Lacy.ai.
15.18 "You" or "you" means the individual or business entity accepting these Terms and includes all agents, employees, or third parties authorized to act on your behalf in relation to the Platform.
The following are considered Prohibited Uses of the Platform. Violating any of these provisions may result in immediate suspension or termination of your Platform Account, at Lacy.ai's sole discretion, and may subject you to other legal consequences:
Violation of Laws: Use of the Platform in any way that violates applicable laws, regulations, or legal orders.
AI Restrictions: Use of the Platform in jurisdictions where the use of Artificial Intelligence is restricted or prohibited.
Harmful Conduct: Use of the Platform to exploit, harm, or attempt to exploit or harm others in any manner.
Improper Content: Uploading, downloading, sending, or otherwise making available any material that does not comply with these Terms, including offensive, harmful, or inappropriate content.
Unlawful Promotion: Use of the Platform to transmit or procure the sending of any unauthorized or unlawful advertising, promotional materials, "spam," "chain letters," or any other form of solicitation.
Impersonation: Impersonating or attempting to impersonate Lacy.ai, a Lacy.ai employee, another user, or any other entity.
Disruptive Behavior: Engaging in behavior that disrupts, restricts, or inhibits the use or enjoyment of the Platform by others.
Interference with Operations: Engaging in activities that interfere with the normal operation of the Platform, including overloading or disabling the Platform or interfering with the real-time experience of other users.
Automated Access: Use of any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any content without Lacy.ai's express written consent.
Harmful Software: Introducing any viruses, worms, logic bombs, or other material that is malicious or harmful.
Unauthorized Access: Attempting to gain unauthorized access to the Platform, its servers, or any systems or databases connected to the Platform.
Security Attacks: Conducting denial-of-service or distributed denial-of-service attacks or engaging in similar harmful activities.
Exploitative Content: Uploading or sharing content that exploits or abuses minors, or contains sexually explicit material.
Hateful or Violent Content: Generating or distributing content that is hateful, harassing, violent, or discriminatory based on race, gender, religion, or other protected attributes.
Fraudulent Behavior: Engaging in or promoting fraudulent activities, scams, phishing, or distribution of malware.
AI features on the Platform must be used in strict compliance with the following guidelines. Violation of these policies may result in the suspension or termination of your access to AI features and the Platform:
Legal Compliance: AI features must be used in accordance with all applicable laws, regulations, and industry standards, including but not limited to data protection laws (e.g., GDPR, CCPA) and financial regulations (e.g., PCI DSS). You may not use AI for any automated decision-making processes with significant legal effects without appropriate disclosures and consent.
Anti-Discrimination: AI features must not be used to discriminate against any individual or group based on religion, race, gender, sexual orientation, political beliefs, disability, or other protected characteristics. The generation of biased, defamatory, or harassing content through AI features is strictly prohibited.
Professional Use: AI features may not be used to generate or provide individualized professional advice, such as medical, financial, or legal advice, without appropriate licensing or oversight. You must disclose when users are interacting with an AI system instead of a human.
Respectful and Responsible Content: All AI-generated content must adhere to professional and respectful standards. You may not use AI features to generate offensive, abusive, or discriminatory content.
Data Protection: You are responsible for protecting confidential and sensitive information related to your users and customers when using AI features.
System Integrity: AI features may not be used to damage, disable, or overload any websites, systems, or networks. You may not use automated systems (e.g., "robots" or "spiders") that send excessive requests to servers in a way that disrupts normal operations.
Misinformation and Harmful Activities: AI features must not be used to spread misinformation, engage in malicious activities, or for any purpose that could harm individuals or society.
Contractual and Code Compliance: AI features may only be used in a manner compliant with these Terms and the Code of Conduct outlined above.