Terms of Service
This Customer Terms of Service is entered into by and between LΞXOV, Inc. ("LΞXOV") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words "Customer", "you" or "your" in this Agreement will refer to your employer or that entity.
This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from LΞXOV pursuant to any LΞXOV ordering documents, online registration, order descriptions or order confirmations referencing this Agreement ("Order Form(s)") and sets forth the basic terms and conditions under which those products and services will be delivered.
The "Effective Date" of this Agreement is the earlier of (a) Customer's initial access to the Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
PLEASE NOTE: IF YOU SUBSCRIBE TO THE SERVICES FOR A SUBSCRIPTION TERM, THEN YOUR SUBSCRIPTION AND THIS AGREEMENT WILL BE AUTOMATICALLY RENEWED FOR SUCCESSIVE BILLING PERIODS AT OUR THEN-CURRENT PRICING FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 8 BELOW.
PLEASE NOTE: THAT SECTION 11.9 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 11.9 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE AND HOW TO OPT OUT.
By indicating your acceptance of this agreement or accessing or using any services, you are agreeing to be bound by all terms, conditions, and notices contained or referenced in this agreement. If you do not agree to this agreement, please do not use any services. For clarity, each party expressly agrees that this agreement is legally binding upon it.
1. Definitions
"Affiliate" means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.
"Agreement" means this Customer Terms of Service, any Order Forms, and any attachments, linked policies or documents referenced in the foregoing.
"Beta Services" means services or features identified as "alpha," "beta," "preview," "early access," or "evaluation," or words or phrases with similar meanings.
"LΞXOV Materials" means all software, specifications, documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by LΞXOV in connection with the Services or otherwise comprise or relate to the Services or the Platform. LΞXOV Materials do not include Customer Data.
"Control" means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.
"Customer Chosen Third-Party Product" means a product, service, application, functionality, or content that is provided by a third-party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Services.
"Customer Data" means any data in electronic form that Customer or Users make available through the Platform or that is otherwise collected by Company on behalf of Customer or its Users.
"Documentation" means LΞXOV's user guides and other end user documentation for the Services made available by LΞXOV to its customers generally at support.lexov.app.
"Enterprise Tier Services" means the Services that LΞXOV makes available under its "Enterprise" tier Service Plan.
"Free Services" means the Services that LΞXOV makes available free of charge.
"Fees" means any fees payable for the Services under the Order Form.
"Force Majeure Event" means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within LΞXOV's possession or reasonable control, and denial of service attacks.
"Pricing Page" means the publicly available web page(s) where LΞXOV publishes its list prices for Services, currently available at https://lexov.app/pricing.
"Pro Tier Services" means the individual licenses to the Services that LΞXOV makes available under a non-enterprise tier Service Plan.
"Service Plan" means the packaged subscription plan and associated features, as detailed at the Pricing Page to which Customer subscribes.
"Services" means the services that LΞXOV will provide to Customer under this Agreement as described in the applicable Order Form.
"Usage Data" means any diagnostic and usage-related information and data from the use, performance and operation of the Platform and Services that may include, but is not limited to, usage patterns, traffic logs, and User engagement with the Platform and Services.
"Users" means employees, agents, consultants or other representatives authorized by Customer to access or use the Services.
2. The Services
2.1 Services
Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, LΞXOV grants to Customer a limited, non-transferable, non-assignable (except as set forth in the Agreement), non-exclusive right to access and use the Services during the Subscription Period for its lawful internal business purposes solely in the form provided by LΞXOV and as permitted by the functionalities provided by LΞXOV therein.
2.2 Software
LΞXOV may make Software available as part of the Services. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, LΞXOV grants to Customer and its Users a limited non-exclusive, non-transferable, non-sublicensable license to download and install the Software to the extent necessary to use the Services. Software may update automatically. To the extent a component of the Software contains any open source software, the open source license for that software will govern with respect to that component.
2.3 LΞXOV Ownership
All rights and title in and to the Platform, the Services, Software, Usage Data, Aggregate and De-Identified Data, LΞXOV Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to LΞXOV and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Nothing herein shall be construed as prohibiting LΞXOV from utilizing the Usage Data for purposes of operating LΞXOV's business; provided that LΞXOV will not disclose any Usage Data to any third-party in a manner that could identify Customer or any individual.
2.4 Customer Chosen Third-Party Products
The Platform may contain features designed to interoperate with Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under LΞXOV's control, and LΞXOV makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all such Customer Chosen Third-Party Products at their own risk.
2.5 Free Services
Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation.
NOTWITHSTANDING THE "REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS" SECTION AND "LΞXOV INDEMNIFICATION" SECTION BELOW, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY AND LΞXOV SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE LΞXOV'S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $100.00.
3. Customer Data
The following applies to consumer users of the Services, inclusive of the Free and Pro plans, who have not opted-out of full authorization. Please see our Enterprise Trust Center for more information on how we handle data for Enterprise customers.
3.1 Customer Ownership
Except for the limited rights expressly granted to LΞXOV hereunder, Customer retains all rights, title and interest in and to all Customer Data. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data.
3.2 Authorization
Customer grants LΞXOV a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Services; (b) to prevent or address technical or security issues; (c) at Customer's direction or request; and (d) as otherwise required by applicable law. For Enterprise Tier Services, LΞXOV shall not use any Customer Data to train any LΞXOV or third-party artificial intelligence or machine learning model. For Free Services and Pro Tier Services, except as otherwise agreed, Customer expressly grants LΞXOV and its authorized sub-processors permission to use Customer Data to train artificial intelligence and machine learning models.
3.3 Aggregate and De-Identified Data
LΞXOV may use Customer Data to create aggregated, de-identified, and/or anonymized data sets for LΞXOV's lawful business purposes.
3.4 Security
LΞXOV shall use commercially reasonable measures to maintain the security and integrity of the Services and the Customer Data.
3.5 Processing
Customer shall not provide LΞXOV with any Customer Data that constitutes Restricted Data.
4. Restrictions, Responsibilities and Rights
4.1 Customer Restrictions
Customer shall not modify, copy, display, republish or create derivative works based on the Services; act as a reseller or distributor; access or use the Platform if Customer is a direct competitor; use the Services to post unlawful material; use automated scrapers or data miners; interfere with the integrity of the Services; or violate applicable laws, including Recording Laws.
4.2 Customer Responsibilities
Customer shall provide LΞXOV with complete and accurate account and billing information, maintain the security of passwords, and notify LΞXOV immediately of any unauthorized use.
4.3 Artificial Intelligence Features
The Services may include AI Features. Customer acknowledges that due to the probabilistic nature of AI technology, generated Output may be inaccurate or inappropriate. All Output is provided "as is" and Customer uses Output at its own risk.
5. Fees; Payment Terms
5.1 Fees
Customer shall pay LΞXOV the applicable Fees for its Service Plan(s) in accordance with the Order Form or Pricing Page. All Fees are non-refundable and non-creditable except as expressly set forth herein.
5.2 Taxes
All Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes.
5.3 Payment
Unless otherwise provided, Customer shall pay all Fees within thirty (30) days of invoice in U.S. dollars.
5.4 Late Payment
If Customer fails to make any payment when due, LΞXOV may charge interest at the rate of 1.5% per month and suspend performance of the Services.
6. Warranties
6.1 Mutual Warranty
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
6.2 Disclaimer of Warranties
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTY WHATSOEVER. LΞXOV EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
6.3 Beta Services
Beta Services are provided "as is" without any warranty, indemnity, or support, and LΞXOV's liability for Beta Services will not exceed fifty dollars ($50).
7. Confidential Information
7.1 Definition
"Confidential Information" means all confidential and proprietary information of a Disclosing Party disclosed to the Receiving Party.
7.2 Confidentiality
The Receiving Party shall protect the Disclosing Party's Confidential Information with the same degree of care it uses for its own confidential information, but not less than reasonable care.
8. Term and Termination
8.1 Automatic Renewal; Cancellation
Each Subscription Term will automatically renew for successive billing periods unless either party provides written notice of non-renewal at least thirty (30) days prior to renewal.
8.2 Termination for Material Breach
Either party may terminate this Agreement if the other party materially breaches any terms and does not cure such breach within thirty (30) days of receiving notice.
8.3 Effect of Termination
Upon termination, all rights and licenses granted to Customer will terminate immediately, and LΞXOV may permanently delete Customer Data.
9. Indemnity
9.1 LΞXOV Indemnity
LΞXOV will defend Customer against third-party claims alleging that the Services infringe a valid U.S. patent, copyright, trademark, or trade secret.
9.2 Customer Indemnity
Customer will defend and hold LΞXOV harmless from third-party claims arising from Customer's breach of Section 4.1, Customer Data, or use of Output.
10. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, DATA LOSS, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES. LΞXOV'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT.
11. General Provisions
11.1 Relationship of the Parties: Independent contractors.
11.2 Notices: To LΞXOV at 520 Bryant St, San Francisco, CA 94107 (Attn: Legal Department) or via email.
11.3 Waiver and Cumulative Remedies: No waiver of rights unless expressly stated.
11.4 Severability: If any provision is held illegal, the remaining provisions remain in full force.
11.5 Assignment: Neither party may assign without consent, except to an affiliate or in connection with a corporate reorganization.
11.6 Subcontractors: LΞXOV may use trusted third-party subcontractors.
11.7 Publicity: LΞXOV may include Customer's name and logo on its website or marketing materials.
11.8 Governing Law: Governed by the laws of the State of Delaware.
11.9 Arbitration Agreement: Disputes shall be settled by binding arbitration in the State of Delaware in accordance with JAMS Rules. Users have the right to opt out by sending written notice within thirty (30) days of first accepting this Agreement.