Customer Terms & Conditions

1.1 General

These Customer Terms govern Customer’s initial purchase as well as any future purchases made by Customer that reference these Customer Terms. These Customer Terms include any sOrder Forms, Statements of Work, and any other referenced policies and attachments. These Customer Terms also apply to Lyzr enhancements, add-ons or plugins that Customer purchases or receives from Lyzr.

1.2 Managed Service Providers / Agency Partners

These Customer Terms also pertain to access and use of Products (defined below) by organizations such as agencies (“MSPs”) which purchase licenses to the Products and subsequently manage usage of the Products for end customers (“MSP Customers”) as a part of a managed service offering. In such circumstances, the MSP is Lyzr’s direct customer and these Customer Terms will apply to MSP as a Customer (except as otherwise expressly set forth herein). MSP will ensure that each MSP Customer that accesses and/or uses the Products through the MSP will be bound in writing to these Customer Terms. Any breach of these Customer Terms by an MSP Customer is deemed a breach by MSP.

These Customer Terms govern Lyzr’s software Products and any related support or maintenance services provided by Lyzr. “Products” for the purpose of the Customer Terms shall mean Lyzr’s software products, whether provided on-premise, cloud-based or through another deployment model, together with any related support or maintenance services identified in an Order Form or Statement of Work (SoW). The Products and their permitted use are further described in Lyzr’s standard documentation (“Documentation”).

Customer may need to register for a Lyzr account in order to place orders or access or receive any Products. Any registration information that Customer provides to Lyzr must be accurate, current and complete. Customer is responsible for safeguarding its account credentials and for all activities conducted through its accounts, except to the extent caused by Lyzr. Customer will promptly notify Lyzr of any known or suspected unauthorized access.

4.1 Directly with Lyzr

Each Order Form will specify Customer’s authorized scope of use for the Products, which may include: (a) expected activity volumes, and (b) number of agents required (as applicable, the “Scope of Use”). The parties may also enter into one or more Statements of Work pertaining to professional services to be provided by Lyzr. For MSPs, each Order Form will also include the name of the relevant MSP Customer.

4.2 Reseller Orders

These Customer Terms apply whether Customer purchases Products directly from Lyzr or through Lyzr-authorized resellers (each, a “Reseller”). If Customer purchases through a Reseller, Customer’s Scope of Use will be the scope stated in the applicable Order Form submitted to Lyzr by the Reseller. Customer is responsible for ensuring that the Scope of Use reflected in its purchase through the Reseller meets Customer’s requirements. Resellers are not authorized to make any promises or commitments on Lyzr’s behalf, and Lyzr is not bound by any obligations to Customer other than what Lyzr specifies in these Customer Terms.

Authorized Users may be Customer’s or Customer’s Affiliates’ employees, representatives, consultants, contractors, agents, or other third parties who are acting for Customer’s benefit (or for the MSP Customer’s benefit if Customer is an MSP). Customer is responsible for compliance with these Customer Terms by all Authorized Users. All use of Products by Customer and Customer’s Authorized Users must be within the Scope of Use and solely for the benefit of Customer or Customer’s Affiliates. “Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.

6.1 License Rights

Subject to these Customer Terms, applicable Scope of Use and Documentation, Lyzr grants Customer a limited, non-exclusive, non-sublicensable and non-transferable license to install (if applicable), access and use the Products during the applicable License Term. Such use shall solely be for the benefit of the licensed Customer or licensed MSP Customer. Customer may use the Products to develop, sell and distribute software applications and workflows to perform designated tasks (“Customer Products”). The term of each Product license (“License Term”) will be specified in Customer’s Order Form. The License Term will end upon any termination of these Customer Terms, even if no expiration date is specified in Customer’s Order Form.

6.2 Restrictions

Except as otherwise expressly permitted in these Customer Terms, Customer will not:

• (a)rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party,
• (b)except as expressly permitted under Sections 1.2, 5 and 6.1, use the Products for the benefit of any third party,
• (c)except as expressly permitted under Sections 1.2, 5 and 6.1, incorporate any Products into a product or service Customer provide to a third party,
• (d)interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit Customer’s use,
• (e)reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law,
• (f)remove or obscure any proprietary or other notices contained in any Product,
• (g)publicly disseminate information regarding the performance of the Products or
• (h)install or use the Products to develop any competing product or service.

6.3 Number of Products

Unless otherwise specified in Customer’s Order Form, for each Product license that Customer purchases, Customer may install one production instance of the licensed Product on systems owned or operated by Customer (or Customer’s third-party service providers, provided that Customer remains responsible for their compliance with these Customer Terms).

6.4 Customer Data

• (a)Customer owns all content that it uploads or receives from the Products (“Customer Data”). Customer Data includes, without limitation, any prompts, queries, instructions, custom code, contextual data and any Product outputs. Customer Data does not include the Products or logic incorporated therein or any large language models on which the Products are trained.
• (b)Customer must ensure that its use of the Product and all Customer Data is at all times compliant with these Customer Terms and all applicable local, state, federal, and international laws and regulations (“Laws”).
• (c)Customer represents and warrants that it has obtained all rights, consents, releases and permissions necessary to provide and use Customer Data in connection with the Products. Lyzr assumes no responsibility for Customer Data or Customer’s compliance with Laws. Lyzr will access or process Customer Data only to the extent necessary to provide, secure, support or maintain the Products, as otherwise instructed by Customer, or as required by law.

6.5 Customer Products

Customer shall be solely responsible for the design, development, sale, distribution and deployment of Customer Products, including compliance with all applicable laws and the terms and conditions pursuant to which the Customer Products are made available. Customer Products may be marketed and distributed under Customer’s brands and trade and service marks and shall not include Lyzr marks unless expressly approved by Lyzr in writing.

6.6 Beta Features

Lyzr may, in its sole discretion, make certain new features or functionality within the Product available to Customer in a pre-production release, beta or evaluation format (“Beta Features”). Beta Features are not required to be used by Customer and are made available AS-IS. Customer’s use of any Beta Features is at Customer’s sole risk.

6.7 Compliance

Customer agrees to allow Lyzr, or its authorized agent, to audit Customer’s use of the Products. Lyzr will provide Customer with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. Lyzr will bear all out-of-pocket costs that it incurs for the audit, unless the audit reveals that Customer has exceeded the Scope of Use. Customer will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Customer’s own cost. If Customer has exceeded the applicable Scope of Use, Lyzr may invoice Customer for such excess usage at Lyzr’s then-current rates, and Customer will promptly pay such amounts and reimburse Lyzr for its reasonable costs and expenses incurred in conducting the audit. This remedy is without prejudice to any other remedies available to Lyzr at law or equity or under these Customer Terms.

6.8 Security

Each party will implement and maintain commercially reasonable security measures for its computer systems and information storage facilities designed to protect the Products and any personally identifiable information (“PII”) that it controls, processes or transmits under these Customer Terms.

6.9 Updates

Lyzr reserves the right to make changes, modifications, updates or upgrades (“Updates”) to the Products during the Term. An Update may be (1) an improvement to the base underlying model or functionality of the Product or additional functionality (“Feature Update”) or (2) a patch designed to correct an error or address a known security vulnerability or defect in the Product (“Operational Update”). Customer may choose to receive and implement Feature Updates, provided that Customer acknowledges that certain functionality and features will require the implementation of such Feature Updates. Customer must receive and promptly implement Operational Updates.

6.10 Usage Data

Lyzr may collect technical, diagnostic and usage information relating to Customer’s access to and use of the Products (“Usage Data”). Lyzr may use Usage Data to provide, operate, secure, support, maintain and improve the Products and related services. Lyzr may also aggregate or de-identify Usage Data and use such aggregated or de-identified data for analytics, product development, research and other business purposes, provided that such data does not identify Customer or any Authorized User. Lyzr may retain and use such aggregated or de-identified data notwithstanding any expiration or termination of these Customer Terms.

7.1 Delivery

Lyzr will deliver the applicable Product to the email addresses specified in Customer’s Order Form when Lyzr has received payment of the applicable fees as set forth on the Order Form. All deliveries under these Customer Terms will be electronic.

7.2 Payment

Customer agrees to pay all fees in accordance with the terms agreed. Customer will pay all amounts in U.S. dollars. Other than as expressly set forth herein, all amounts are non-refundable, non-cancellable and non-creditable. In making payments, Customer acknowledges that Customer is not relying on future availability of any Products beyond the current License Term or any Product upgrades or feature enhancements. If Customer purchases Products through a Reseller, Customer will pay the Reseller as agreed between them. Lyzr may suspend or terminate Customer’s right to use the Products, without any liability, if Lyzr does not receive the corresponding payment from the Reseller when due.

7.3 Taxes

Customer’s payments under these Customer Terms exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. Customer will be responsible for applicable sales, use, value-added, withholding and similar transaction taxes, excluding taxes based on Lyzr’s net income, property or employees. Notwithstanding the foregoing, Customer may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, Customer will have the right to provide to Lyzr any such exemption information, and Lyzr will use reasonable efforts to provide such invoicing documents as may enable Customer to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

All Products are provided to Customer under a limited license. Lyzr and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to the Products including any and all components and features thereof and all intellectual property rights associated therewith (“Lyzr Technology”). From time to time, Customer may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Lyzr (“Feedback”). Lyzr may in connection with any of its products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered Customer’s Confidential Information, and nothing in these Customer Terms limits Lyzr’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise. Customer owns all rights in and to the Customer Data and any Customer Products it develops. Notwithstanding anything to the contrary, it is reiterated that, Customer owns Customer Data and Customer Products, excluding any Lyzr Technology incorporated in, used by, or necessary to operate such Customer Products. Lyzr retains all right, title and interest in and to Lyzr Technology.

“Confidential Information” means, with respect to a party (the “disclosing party”), information that pertains to such party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps and documentation, performance results, pricing, and other proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “receiving party”) knew or reasonably should have known is considered confidential or proprietary by the disclosing party, will be considered Confidential Information of the disclosing party even if not designated or marked as such. The receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least the same degree of care that the receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and perform obligations under these Customer Terms. Confidential Information of the disclosing party will be disclosed only to those employees, professional advisors, auditors, Affiliates and contractors of the receiving party with a need to know such information and are bound by confidentiality obligations at least as protective as those set out herein. The receiving party shall remain responsible for any breach of this Section 9 by any person or entity to whom it discloses Confidential Information. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy, and the disclosing party may seek injunctive or other equitable relief without posting bond, in addition to any other remedies available at law or in equity. The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information:

• (a)was known to the receiving party on or before the effective date of this Customer Terms without restriction as to use or disclosure;
• (b)is released into the public domain through no fault of the receiving party;
• (c)was independently developed solely by the employees of the receiving party who have not had access to Confidential Information;
• (d)received lawfully from a third party without breach of any duty of confidentiality; or
• (e)is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, the receiving party will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure.

The parties will comply with the terms and conditions of the Data Processing Addendum found here.

10.1 Suspension

Lyzr may suspend Customer’s access to or use of the Products if Customer (a) fails to make any overdue payment of undisputed fees within ten (10) days of Lyzr’s delivery of written notice to Customer of such overdue payment, (b) violates any of the terms of these Customer Terms in a manner that, in Lyzr’s reasonable determination, exposes Lyzr, its vendors or its other customers to an imminent security, legal, operational or other material threat, (c) uses the Products in a manner that, in Lyzr’s reasonable determination, harms or threatens to harm Lyzr, its vendors or its other customers, or (d) is the subject of abuse complaints from third parties. Lyzr will provide Customer with advance notice prior to any suspension under this Section 10.1, except where Lyzr reasonably determines that immediate suspension is necessary to prevent an imminent threat. Lyzr will reasonably cooperate with Customer in the event of any suspension and will promptly reinstate Customer’s access to the Products following Customer’s remedy of the issue giving rise to suspension. Any suspension will not relieve Customer of its payment obligations under these Customer Terms. If Customer does not remedy an issue resulting in a suspension within fifteen (15) days after notice by Lyzr, Lyzr may terminate the applicable Order Form.

10.2 Term and Termination

These Customer Terms are in effect for as long as Customer has a valid License Term, including any renewal terms described in the Order Form (the “Term”), unless sooner terminated as permitted in these Customer Terms. Either party may terminate these Customer Terms before the expiration of the Term if the other party materially breaches any of the terms of these Customer Terms and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Customer Terms before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. Except where an exclusive remedy may be specified in these Customer Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Customer Terms, by law, or otherwise. Once the Customer Terms terminate, Customer (and Customer’s Authorized Users) will no longer have any right to use or access any Products, or any information or materials that Lyzr makes available to Customer under these Customer Terms, including Lyzr Confidential Information. Customer is required to delete any of the foregoing from Customer’s systems as applicable (including any third-party systems operated on Customer’s behalf) and provide written certification to Lyzr that Customer has done so at Lyzr’s request. Lyzr will retain Customer Data for thirty (30) days following the effective date of termination or expiration, during which period Customer may request read-only access for a period not to exceed five (5) business days to download a copy of the Customer Data. After such thirty (30) day period, all Customer Data will be permanently deleted and can no longer be accessed by Customer. The following provisions will survive any termination or expiration of these Customer Terms: Sections 6.2, 6.7, 6.10, 7 (to the extent of accrued payment obligations), 8, 9, 10 (to the extent applicable following termination), 11.2, 12, 13 and 14, together with any provisions which by their nature should survive, will survive expiration or termination.

11.1 Mutual

Each party represents and warrants that it has the legal power and authority to enter into these Customer Terms. Customer is responsible for ensuring that its use of the Products and Customer Products complies with applicable Laws.

11.2 Warranty Disclaimer

12.1 By Lyzr

Lyzr will defend at its own expense any action against Customer brought by a third party to the extent that the action is based upon a claim that the Product, when used in accordance with these Customer Terms, infringes or misappropriates any US, UK or EU intellectual property rights of a third party, and Lyzr will pay those costs and damages finally awarded against Customer in any such action that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action. If any Product (or any component thereof) become, or in Lyzr’s opinion is likely to become, the subject of an infringement claim, Lyzr may, at its option and expense, either (a) procure for Customer the right to continue exercising the rights licensed to Customer in these Customer Terms, or (b) replace or modify the Product so that it becomes non-infringing and remains functionally equivalent. If neither of the foregoing options are, in Lyzr’s reasonable opinion, commercially reasonable, Lyzr may terminate these Customer Terms and will refund to Customer a pro-rata portion of any applicable prepaid fees. Notwithstanding the foregoing, Lyzr will have no obligation under this Section 12 or otherwise with respect to any claim based upon (i) third-party components (including in combination with the Products) not provided by Lyzr, (ii) unauthorized use or use of the Products other than in accordance with the Documentation, (iii) viruses or other improper code introduced by Customer or its agents into the Products, (iv) Customer Data or Customer Products, or (v) Customer’s failure to implement any Update provided by Lyzr that would have avoided the claim. This Section 12 states Lyzr’s entire liability and Customer’s sole and exclusive remedy for infringement claims and actions.

12.2 By Customer

Customer will defend, indemnify and hold harmless Lyzr and its Affiliates from third-party claims arising out of or relating to (a) Customer Products, (b) Customer Data including any allegation that Customer Data infringes, misappropriates or otherwise violates any third party’s intellectual property or other proprietary rights, or (c) Customer’s or any Authorized User’s use of the Products in breach of these Customer Terms or applicable Law.

12.3 Process

The foregoing indemnification obligations of each party (“Indemnifying Party”) are conditioned on the other party (“Indemnified Party”) (a) notifying the Indemnifying Party promptly in writing of the relevant action or claim, (b) giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations, and (c) cooperating and, at Indemnifying Party’s reasonable request and expense, assisting in such defense. The Indemnifying Party may not settle any claim in a manner that admits liability by or imposes any obligation on the Indemnified Party without the Indemnified Party’s prior written consent, not to be unreasonably withheld.

14.1 Relationship of Parties

The parties hereto are independent contractors as to each other and nothing in the Customer Terms shall give rise to a partnership, joint venture, or other relationship between the parties. Neither party is authorized to make commitments on behalf of or otherwise bind the other party without the prior written consent of that party.

14.2 Notices

Notices given under these Customer Terms shall be given in writing and delivered either by hand, registered or certified mail, email (with receipt of acknowledgment), or courier (including overnight delivery or other express mail delivery service (all delivery charges pre-paid)) to the addresses set forth in the Order Form or, if no address is listed, then to the other party’s principal place of business.

14.3 Entire Agreement

These Customer Terms and applicable Order Forms supersede prior or contemporaneous agreements concerning their subject matter. Product-specific or supplemental terms accepted after the effective date will apply to the applicable Product to the extent they expressly state that they supplement or modify these Customer Terms. The terms on any purchase order or similar document submitted by Customer to Lyzr will have no effect and are hereby rejected.

14.4 Assignment and Subcontracting

Each party (“Assigning Party”) may not, in whole nor in part, assign, transfer, sell, sublicense or otherwise dispose of any of its rights or obligations under these Customer Terms, whether by operation of law or otherwise, to any third-party, without the prior written consent of the other party. Notwithstanding the foregoing, the Assigning Party may assign, without prior written consent, its rights and obligations hereunder to a successor in interest by reason of merger, acquisition, or consolidation or sale or other disposition of all or substantially all of the stock, assets or business of the Assigning Party relating to that portion of the business to which these Customer Terms pertain. Lyzr may use Affiliates and subcontractors to perform its obligations under these Customer Terms, provided that Lyzr remains responsible for their performance to the same extent as if performed by Lyzr.

14.5 Force Majeure

Neither party shall be responsible for any delay in performance or failure to meet its respective obligations under these Customer Terms that is caused, directly or indirectly, by any event beyond such party’s reasonable control including, but not limited to, fire, flood, explosion, earthquake, strike, embargo, act of terrorism, war, general labor disputes or other act of God (collectively, “Force Majeure”), provided that Force Majeure will not excuse Customer’s obligation to pay amounts already due. A party impacted by a Force Majeure shall notify the other party promptly, take reasonable steps to mitigate the impact of the Force Majeure, and recommence performance as soon as reasonably practical after the cessation of the Force Majeure.

14.6 Severability

If any provision of these Customer Terms shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if such provision never existed.

14.7 Waiver and Amendments

No waiver will be effective unless in writing. Except for changes to these Customer Terms made by Lyzr in accordance with the applicable modification provision, no amendment to a mutually executed Order Form or agreement will be effective unless signed by authorized representatives of both parties.

14.8 Governing Law

These Customer Terms shall be governed and interpreted in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of laws principles or provisions that would result in the application of the laws of a different state or country. Any dispute, controversy, claim, action, or proceeding arising out of, relating to or in connection with these Customer Terms must be brought exclusively in the courts of Kent County, Delaware. The prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys’ fees and court costs incurred in connection therewith, in addition to any other relief it may be awarded from the other party. These Customer Terms are entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and shall have no force or effect and the English version shall govern and control in all respects. All proceedings related to these Customer Terms shall be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to these Customer Terms.

14.9 Anti-Bribery and Anti-Corruption

Each party represents, warrants and covenants that, in connection with these Customer Terms, it will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and any other applicable local anti-corruption legislation (collectively, “Anti-Corruption Laws”). Neither party, nor any of its officers, directors, employees, agents or representatives, shall directly or indirectly offer, promise, give, authorize, solicit or accept any bribe, kickback, or other improper payment or benefit to or from any government official, political party, or any other person in order to obtain or retain business or secure any improper advantage in connection with these Customer Terms. Each party shall maintain accurate books, records and accounts that fairly reflect its transactions and dispositions of assets in connection with these Customer Terms in accordance with applicable Anti-Corruption Laws. Each party shall promptly notify the other party in writing if it becomes aware of any actual or suspected violation of this Section 14.9. A breach of this Section 14.9 shall be deemed a material breach of these Customer Terms entitling the non-breaching party to terminate immediately upon written notice, without any cure period.