These Terms of Service (this “Agreement”) govern access to and use of the lizo.ai platform (the “Platform”) operated by Lizo AI Ltd. and its affiliated entities (collectively, “lizo.ai,” “we,” “us,” or “our”). The Platform is made available exclusively to business entities and their authorized personnel. By clicking “I Agree,” executing an Order Form, or otherwise accessing the Platform, the entity you represent (“Client”) agrees to be bound by this Agreement. If you do not have authority to bind your organization, or if you do not agree to this Agreement, do not access or use the Platform.
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE, CLASS ACTION WAIVER, LIMITATION OF LIABILITY, AND DISCLAIMER OF WARRANTIES THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THIS AGREEMENT CAREFULLY IN ITS ENTIRETY BEFORE USING THE PLATFORM.
As used in this Agreement, the following capitalized terms have the meanings set forth below:
“Agreement” means these Terms of Service, together with all Order Forms and any exhibits or addenda incorporated herein by reference.
“AI Features” means any machine learning models, natural language processing engines, predictive algorithms, scoring systems, or other artificial intelligence components embedded in or used to operate the Platform.
“Authorized Users” means the individuals employed by or contracted to Client who are granted access credentials to the Platform under Client’s subscription.
“Client Data” means any data or content submitted by Client to the Platform, including property address lists and portfolio information. For the avoidance of doubt, Client Data does not include any personally identifiable information of residential tenants or occupants.
“Documentation” means any technical guides, user manuals, or help materials made available by lizo.ai in connection with the Platform.
“Order Form” means any order form, statement of work, or subscription confirmation executed between Client and lizo.ai specifying the scope, pricing, and term of the subscription.
“Output Data” means any data, analyses, market intelligence, demographic reports, supply and demand metrics, AI-generated scores, or other information generated by or through the Platform in response to Client’s inputs or queries. Output Data is generated in part by AI Features and is subject to the disclaimers set forth in Sections 5 and 8.
“Platform” means the lizo.ai web-based software-as-a-service application, including all software, AI Features, data feeds, analytical modules, dashboards, and related services made available by lizo.ai.
“Platform Data” means the underlying data, datasets, and content made available through the Platform, sourced from publicly available sources, as further described in Section 5.
“Subscription Term” means the period during which Client is authorized to access the Platform, as set forth in the applicable Order Form.
“System Data” means aggregated, de-identified, and/or anonymized data derived from Platform usage, AI model performance metrics, and analytical outputs that cannot reasonably be used to identify any Client, Authorized User, or individual. System Data is the exclusive property of lizo.ai and is governed by lizo.ai’s Privacy Policy.
2.1 Grant of Access
Subject to Client’s compliance with this Agreement and timely payment of all applicable fees, lizo.ai grants Client a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the Subscription Term, solely for Client’s internal business purposes in connection with commercial real estate investment, development, asset management, and related activities.
2.2 Authorized Users
Client is responsible for managing its Authorized Users and ensuring that each Authorized User complies with this Agreement. Client shall not permit any third party to access the Platform using Client’s credentials. Client is liable for all actions taken by its Authorized Users on or through the Platform.
2.3 Prohibited Uses
Client shall not, and shall ensure that its Authorized Users do not:
(a) sublicense, resell, rent, lease, or otherwise make the Platform or Output Data available to any third party, whether for compensation or otherwise;
(b) use the Platform or Output Data to build, train, benchmark, or enhance a competing product or service;
(c) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or trade secrets from any component of the Platform, including any AI Features;
(d) remove, alter, or obscure any proprietary, copyright, or disclaimer notices within the Platform;
(e) use the Platform in any manner that violates applicable federal, state, or local law or regulation, or any third-party rights;
(f) use the Platform or Output Data for consumer credit scoring, tenant screening, residential mortgage underwriting, or any other consumer-facing application that would subject lizo.ai or Client to the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), Equal Credit Opportunity Act, Fair Housing Act, or any analogous consumer protection statute;
(g) introduce any malicious code, viruses, ransomware, or other disruptive mechanisms into the Platform;
(h) attempt to gain unauthorized access to any systems, accounts, or data beyond Client’s authorized scope, or probe, scan, or test the vulnerability of any lizo.ai system;
(i) use the Platform to process, store, or analyze personally identifiable information of residential tenants, occupants, or any natural person acting in a non-commercial capacity; or
(j) use the Platform or Output Data as the sole or primary basis for any financial, investment, legal, or regulatory decision without independent professional verification and due diligence.
2.4 Platform Availability
lizo.ai shall use commercially reasonable efforts to make the Platform available twenty-four (24) hours a day, seven (7) days a week, excluding: (a) planned downtime for maintenance, for which lizo.ai will use reasonable efforts to provide advance notice; (b) emergency maintenance required to address security vulnerabilities or critical system issues; or (c) Force Majeure events as described in Section 13.6. This Section does not constitute a service level agreement or guarantee of uninterrupted availability.
3.1 Free Trial
lizo.ai may offer a free trial period of either thirty (30) or sixty (60) days, as specified in the applicable Order Form or trial activation confirmation (“Trial Period”). During the Trial Period, lizo.ai grants Client limited access to the Platform at no charge, subject to this Agreement and any additional trial-specific restrictions communicated by lizo.ai. At the conclusion of the Trial Period, continued access requires Client to execute an Order Form and pay the applicable subscription fees. lizo.ai reserves the right to modify or terminate trial availability at any time without notice. ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS AGREEMENT APPLY IN FULL DURING ANY TRIAL PERIOD.
3.2 Subscription Fees
Subscription fees are set forth in the applicable Order Form. Unless otherwise stated, all fees are due in advance, non-refundable, and denominated in US Dollars. lizo.ai reserves the right to adjust pricing upon written notice of no less than thirty (30) days prior to the start of a renewal term.
3.3 Taxes
All fees are exclusive of applicable taxes, levies, or duties imposed by any governmental authority. Client is solely responsible for all taxes associated with its purchase of the Platform, excluding taxes based on lizo.ai’s net income.
3.4 Late Payment
Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the date payment was due. lizo.ai reserves the right to suspend access to the Platform upon fifteen (15) days’ written notice if any undisputed amount remains unpaid after the due date.
4.1 Ownership
As between Client and lizo.ai, Client retains all right, title, and interest in and to Client Data. Client grants lizo.ai a limited, non-exclusive, royalty-free license to access, process, and use Client Data: (a) to provide and maintain the Platform for Client’s benefit during the Subscription Term; and (b) to generate System Data in accordance with Section 6 and the Privacy Policy.
4.2 Client Representations and Warranties
Client represents and warrants that:
(a) it has all rights, licenses, consents, and permissions necessary to submit Client Data to the Platform and to grant the license set forth in Section 4.1;
(b) Client Data does not contain any personally identifiable information of residential tenants, occupants, or any other natural persons acting in a non-business capacity;
(c) Client Data does not and will not infringe, misappropriate, or violate any third-party intellectual property, privacy, or data protection rights; and
(d) all Client Data submitted to the Platform relates exclusively to commercial real estate assets and business operations.
4.3 No Resident or Tenant Data
The Platform is designed exclusively for use by commercial real estate entities, including owners, developers, investment funds, REITs, and asset managers. Client acknowledges that the Platform is not designed to process, store, or analyze information pertaining to individual residential tenants or occupants, and Client shall not submit any such information to the Platform under any circumstances. In the event lizo.ai discovers that Client Data contains such information, lizo.ai reserves the right to delete it promptly and notify Client, and such violation shall constitute a material breach of this Agreement.
4.4 Security and Retention
lizo.ai will maintain commercially reasonable technical and organizational measures to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Upon termination or expiration of the Subscription Term, lizo.ai will, at Client’s written request, delete or return Client Data within sixty (60) days, except to the extent retention is required by applicable law or as expressly permitted under the Privacy Policy.
5.1 Artificial Intelligence — Nature and Limitations
THE PLATFORM INCORPORATES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ALGORITHMS, INCLUDING LARGE LANGUAGE MODELS, PREDICTIVE SCORING ENGINES, AND AUTOMATED ANALYTICAL MODULES (COLLECTIVELY, “AI FEATURES”). CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT:
(a) AI Features may produce outputs that are inaccurate, incomplete, outdated, contextually incorrect, or “hallucinated” — meaning that the AI may generate plausible-sounding but factually incorrect information without any indication of error;
(b) the accuracy and reliability of Output Data depends in part on the quality, completeness, and recency of underlying Platform Data sourced from third parties, over which lizo.ai has no control;
(c) AI Features are trained on historical data and may not accurately predict, reflect, or account for future market conditions, regulatory changes, or property-specific circumstances; and
(d) no Output Data, AI-generated score, market analysis, or other output of the Platform shall be treated as a guarantee, prediction, or projection of any future result.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. lizo.ai EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO AI FEATURES AND OUTPUT DATA, INCLUDING ANY WARRANTY OF ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. CLIENT ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON AI-GENERATED OUTPUT.
5.2 Platform Data Sources
The Platform aggregates and analyzes data sourced from publicly available third-party sources, including government databases, public records, and other open-access data repositories (“Public Sources”). lizo.ai does not guarantee the accuracy, completeness, timeliness, or fitness for purpose of any Platform Data sourced from Public Sources. lizo.ai is not responsible for errors, omissions, or changes in data that originate from Public Sources. Client acknowledges that data from Public Sources may be subject to inherent delays, reporting latencies, or errors at the source, and that the Platform Data may not reflect real-time updates.
5.3 No Investment, Financial, Legal, or Professional Advice
LIZO.AI IS A TECHNOLOGY PROVIDER ONLY. LIZO.AI IS NOT A REGISTERED INVESTMENT ADVISER, BROKER-DEALER, REAL ESTATE BROKER, FINANCIAL PLANNER, ATTORNEY, ACCOUNTANT, OR ANY OTHER TYPE OF LICENSED PROFESSIONAL ADVISER. Nothing in this Agreement, the Platform, or any Output Data constitutes investment advice, financial advice, legal advice, tax advice, or any other form of professional advisory service regulated under applicable federal or state law, including the Investment Advisers Act of 1940 or any analogous state statute.
ALL OUTPUT DATA, AI-GENERATED SCORES, ANALYSES, DEMOGRAPHIC REPORTS, MARKET METRICS, AND OTHER INFORMATION PROVIDED THROUGH THE PLATFORM ARE INTENDED SOLELY TO ASSIST CLIENTS IN THEIR OWN INDEPENDENT ANALYSIS AND DECISION-MAKING PROCESSES. THEY DO NOT CONSTITUTE A RECOMMENDATION TO BUY, SELL, HOLD, DEVELOP, FINANCE, OR OTHERWISE TRANSACT IN ANY REAL ESTATE ASSET OR SECURITY. lizo.ai EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR INVESTMENT, ACQUISITION, DISPOSITION, FINANCING, OR ANY OTHER DECISIONS MADE BY CLIENT IN RELIANCE ON OUTPUT DATA.
5.4 Client’s Sole Responsibility for Due Diligence
CLIENT ACKNOWLEDGES THAT COMMERCIAL REAL ESTATE INVESTMENT AND DEVELOPMENT DECISIONS INVOLVE SIGNIFICANT FINANCIAL RISK, COMPLEXITY, AND UNCERTAINTY. CLIENT AGREES THAT IT IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR:
(a) conducting its own independent due diligence on any property, market, or investment opportunity, including obtaining independent property appraisals, environmental assessments, title searches, zoning analyses, and financial underwriting;
(b) engaging qualified licensed professionals — including real estate brokers, attorneys, accountants, and financial advisers — before executing any investment, acquisition, disposition, financing, or development transaction;
(c) independently verifying all Output Data against primary sources, market data, and professional opinions before relying on such Output Data for any purpose; and
(d) all investment, business, and transactional decisions made by Client, regardless of whether such decisions were informed by or based in whole or in part on Output Data.
LIZO.AI SHALL NOT BE LIABLE FOR ANY INVESTMENT LOSSES, FAILED TRANSACTIONS, DIMINISHED PROPERTY VALUES, MISSED INVESTMENT OPPORTUNITIES, REGULATORY PENALTIES, OR ANY OTHER DAMAGES OR LOSSES INCURRED BY CLIENT IN CONNECTION WITH CLIENT’S RELIANCE ON OUTPUT DATA OR THE PLATFORM, WHETHER OR NOT CLIENT CONDUCTED INDEPENDENT DUE DILIGENCE.
5.5 Ownership and Permitted Use of Output Data
Subject to lizo.ai’s underlying rights in the Platform, Platform Data, and AI Features, lizo.ai grants Client a non-exclusive, non-transferable license to use Output Data for Client’s internal business purposes during the Subscription Term. Notwithstanding Section 2.3, Client is permitted to include limited excerpts, charts, or summaries of Output Data in professional investment memoranda, pitch decks for prospective investors, and periodic reports to its limited partners or equity stakeholders, provided that: (a) such use is incidental to Client’s primary business and not for resale; (b) Client provides attribution to “lizo.ai”; and (c) such third-party recipients are bound by confidentiality obligations no less protective than those set forth in Section 7. Client may not otherwise publish, distribute, sell, or commercialize Output Data without lizo.ai’s prior written consent.
6.1 Creation and Ownership of System Data
In the course of operating the Platform, lizo.ai generates System Data by applying de-identification, aggregation, and anonymization techniques to Client Data and Platform Usage Data. System Data cannot reasonably be used to identify any specific Client, Authorized User, or individual property owner, and is treated as non-personal data for purposes of this Agreement. System Data does not include raw Client Data or Authorized User personal information.
System Data is and shall remain the exclusive property of lizo.ai. By using the Platform, Client acknowledges and agrees that lizo.ai may create, use, retain, disclose, and commercially exploit System Data without restriction or compensation to Client, and that such use does not constitute a use of Client Data or a violation of any confidentiality obligation owed to Client.
6.2 AI Model Training
lizo.ai may use System Data to train, fine-tune, validate, benchmark, and improve its AI Features, machine learning models, and analytical algorithms for the general benefit of the Platform and all its users. Such use is performed exclusively on de-identified, aggregated System Data meeting the standards in Section 6.1.
lizo.ai shall not use a specific Client’s raw, identifiable Client Data to train AI models in a manner that could directly or indirectly benefit any other Client or third party. lizo.ai maintains technical and organizational separation controls at the data ingestion layer to enforce this restriction.
6.3 Indefinite Retention of System Data
Because System Data does not identify any Client or individual and constitutes lizo.ai’s proprietary research and development asset, lizo.ai may retain System Data indefinitely. All other data retention is governed by Section 4.4 and lizo.ai’s Privacy Policy.
7.1 lizo.ai’s Intellectual Property
lizo.ai and its licensors retain all right, title, and interest in and to the Platform and all components thereof, including without limitation:
(a) all software, source code, object code, and firmware underlying or comprising the Platform;
(b) all AI Features, machine learning models, training methodologies, neural network architectures, predictive algorithms, and scoring systems;
(c) all user interface designs, visual elements, trade dress, and Documentation;
(d) all Platform Data, System Data, and derivative works thereof; and
(e) all patents, copyrights, trademarks, trade secrets, and other intellectual property rights associated with any of the foregoing.
No rights are granted to Client other than those expressly set forth in this Agreement. Any use of the Platform or Output Data beyond the scope expressly authorized herein is a material breach of this Agreement and may constitute infringement of lizo.ai’s intellectual property rights.
7.2 Feedback
If Client or its Authorized Users provide lizo.ai with suggestions, feedback, recommendations, or other input regarding the Platform or AI Features (“Feedback”), Client hereby grants lizo.ai a perpetual, irrevocable, royalty-free, worldwide, fully sublicensable license to use such Feedback for any purpose, including incorporating it into the Platform, without restriction, attribution, or compensation to Client.
7.3 Client Data Ownership
As between the parties, Client retains all right, title, and interest in and to Client Data, subject to the licenses granted in Section 4.1 and Section 6. Nothing in this Agreement transfers ownership of Client Data to lizo.ai.
8.1 Mutual Warranties
Each party represents and warrants that: (a) it has the full legal authority to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement, when executed, constitutes a valid, binding, and enforceable obligation of such party; and (c) its performance under this Agreement will not violate any applicable law, regulation, court order, or material obligation owed to any third party.
8.2 Limited Platform Warranty
lizo.ai warrants that the Platform will perform materially in accordance with the Documentation during the Subscription Term under normal use conditions. As Client’s sole and exclusive remedy for any breach of this warranty, lizo.ai will use commercially reasonable efforts to correct any reported non-conformity within a reasonable time after receiving written notice from Client. If correction is not commercially feasible, lizo.ai may, at its election, terminate the applicable Subscription Term and refund any prepaid, unused fees on a pro rata basis. This warranty does not apply to non-conformities caused by Client’s misuse, modification, unauthorized access, or use of the Platform in a manner inconsistent with the Documentation.
8.3 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, AI FEATURES, PLATFORM DATA, AND OUTPUT DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LIZO.AI EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.
LIZO.AI DOES NOT WARRANT THAT: (A) PLATFORM DATA OR OUTPUT DATA ARE FREE FROM INACCURACIES, ERRORS, OMISSIONS, OR AI-GENERATED HALLUCINATIONS; (B) THE PLATFORM WILL MEET CLIENT’S SPECIFIC BUSINESS REQUIREMENTS OR INVESTMENT OBJECTIVES; (C) THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR DELAY; OR (D) ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED. CLIENT ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON AI-GENERATED OUTPUT, PLATFORM DATA, AND OUTPUT DATA.
9.1 By lizo.ai
lizo.ai shall defend, indemnify, and hold Client harmless from and against any third-party claims, actions, or proceedings alleging that the Platform, as provided by lizo.ai and used by Client in accordance with this Agreement, infringes any third-party intellectual property rights recognized under United States law, provided that Client: (a) promptly notifies lizo.ai in writing of the claim; (b) grants lizo.ai sole control of the defense and settlement of such claim; and (c) provides reasonable cooperation and assistance at lizo.ai’s expense. In the event of such a claim, lizo.ai may, at its option: (i) secure the right for Client to continue using the Platform; (ii) replace or modify the Platform to make it non-infringing without material loss of functionality; or (iii) terminate the applicable Subscription Term and refund any prepaid, unused fees. lizo.ai’s obligations under this Section do not apply to claims arising from: Client’s modification of the Platform; Client’s use of the Platform in combination with third-party products, services, or data not authorized by lizo.ai; or Client’s breach of this Agreement.
9.2 By Client
Client shall defend, indemnify, and hold lizo.ai and its officers, directors, employees, affiliates, and licensors harmless from and against any and all third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Client’s breach of the representations and warranties in Section 4.2;
(b) any unauthorized use of the Platform by Client or its Authorized Users;
(c) Client’s investment or business decisions made in connection with, or in reliance on, Output Data; or
(d) Client’s violation of any applicable law or third-party right in connection with its use of the Platform.
10.1 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, CONTRACTS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR INVESTMENT RETURNS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), STATUTE, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
WITHOUT LIMITING THE FOREGOING, LIZO.AI SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR: (A) ANY INVESTMENT LOSS, FAILED TRANSACTION, OR DIMINISHED PROPERTY VALUE ARISING FROM CLIENT’S RELIANCE ON OUTPUT DATA OR AI FEATURES; (B) THE ACCURACY, COMPLETENESS, OR FITNESS FOR PURPOSE OF ANY AI-GENERATED OUTPUT; OR (C) ANY REGULATORY PENALTY OR COMPLIANCE FAILURE RESULTING FROM CLIENT’S USE OF THE PLATFORM.
10.2 Aggregate Liability Cap
LIZO.AI’S TOTAL CUMULATIVE LIABILITY TO CLIENT ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CLIENT TO LIZO.AI IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIVE THOUSAND US DOLLARS (USD $5,000).
IN THE CASE OF A FREE TRIAL PERIOD, LIZO.AI’S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED US DOLLARS (USD $100).
10.3 Essential Basis of the Bargain
The parties acknowledge and agree that the limitations of liability set forth in this Section 10 reflect a reasonable and negotiated allocation of risk between sophisticated commercial parties and are a fundamental element of the basis of the bargain between them. lizo.ai would not have entered into this Agreement, at the pricing set forth in the Order Form, absent these limitations. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.
10.4 Applicability
The limitations in this Section 10 apply to all causes of action in the aggregate, including but not limited to breach of contract, breach of warranty, tort (including negligence and strict liability), violation of statute, and any other legal or equitable theory, and shall apply to the maximum extent permissible under applicable law.
11.1 Definition
Each party (“Receiving Party”) may receive from the other party (“Disclosing Party”) information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). For lizo.ai, Confidential Information includes the Platform, AI model architectures, pricing, and technical materials. For Client, Confidential Information includes Client Data and business strategies shared with lizo.ai. Confidential Information does not include System Data.
11.2 Obligations
The Receiving Party shall: (a) use Confidential Information only as necessary to exercise its rights or fulfill its obligations under this Agreement; (b) protect Confidential Information using at least the same degree of care it uses for its own confidential information of similar sensitivity, but no less than reasonable care; and (c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent, except to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.
11.3 Exceptions
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully known by the Receiving Party prior to disclosure without restriction; (c) was independently developed by the Receiving Party without use of or reference to Confidential Information; or (d) is required to be disclosed by applicable law, regulation, court order, or governmental authority, provided the Receiving Party gives prompt written notice to the Disclosing Party (to the extent legally permitted) and cooperates reasonably with the Disclosing Party’s efforts to seek a protective order or other relief.
12.1 Term
This Agreement commences on the date Client first accepts it and continues for the Subscription Term set forth in the applicable Order Form. Following the initial Subscription Term, the Agreement shall automatically renew for successive terms of equal length unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
12.2 Termination for Cause
Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach in reasonable detail; provided, however, that breaches of Sections 2.3 (Prohibited Uses), 4.2, or 4.3 (No Resident or Tenant Data) shall be deemed incurable and shall entitle lizo.ai to terminate immediately upon written notice.
12.3 Termination for Insolvency
Either party may terminate this Agreement immediately upon written notice if the other party: (a) becomes insolvent or is unable to pay its debts as they become due; (b) makes a general assignment for the benefit of creditors; or (c) becomes subject to voluntary or involuntary bankruptcy, receivership, liquidation, or similar insolvency proceedings.
12.4 Effect of Termination
Upon termination or expiration of this Agreement for any reason: (a) all access rights granted to Client shall immediately and automatically cease; (b) each party shall promptly return or, at the other party’s written election, destroy the other party’s Confidential Information and certify such destruction in writing; (c) Client shall pay all outstanding fees and charges accrued prior to the effective date of termination; and (d) the following Sections shall survive termination or expiration indefinitely: 1, 4.2, 5.3, 5.4, 6, 7, 8.3, 9.2, 10, 11, 12.4, 13, and 14.
13.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
13.2 Informal Dispute Resolution
The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement informally by escalating the matter to senior representatives of each party for a period of thirty (30) days after written notice of the dispute is delivered to the other party, before initiating any formal arbitration or litigation proceedings.
13.3 Binding Arbitration
If informal resolution fails, all disputes, claims, or controversies arising out of or relating to this Agreement, its formation, breach, termination, validity, or enforceability shall be resolved by final and binding arbitration administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, before a single neutral arbitrator with experience in commercial technology disputes. The arbitration shall be conducted in English, in the State of Delaware, or remotely if the parties so agree. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys’ fees unless the arbitrator determines that a claim or defense was frivolous or brought in bad faith, in which case the arbitrator may award fees to the prevailing party.
13.4 Class Action Waiver
CLIENT IRREVOCABLY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION LAWSUIT, CLASS ARBITRATION, CONSOLIDATED ARBITRATION, OR REPRESENTATIVE PROCEEDING IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT. ALL DISPUTES MUST BE BROUGHT IN CLIENT’S INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
13.5 Injunctive Relief
Notwithstanding the foregoing arbitration obligation, either party may seek immediate injunctive, equitable, or other provisional relief from a court of competent jurisdiction in the State of Delaware to prevent irreparable harm, including in connection with unauthorized use or disclosure of Confidential Information, violation of intellectual property rights, or breach of Section 2.3.
14.1 Entire Agreement
This Agreement, together with all Order Forms and exhibits incorporated herein by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, understandings, and negotiations, whether written or oral. In the event of a conflict between this Agreement and any Order Form, the Order Form shall control solely with respect to the specific commercial terms set forth therein (fees, term, scope of services), and this Agreement shall otherwise control.
14.2 Amendments
lizo.ai may amend this Agreement by providing at least thirty (30) days’ advance written notice to Client’s designated account contact. For material amendments that adversely affect Client’s substantive rights, continued use of the Platform after the effective date of such amendment shall constitute Client’s acceptance. If Client objects to a material amendment, Client’s sole remedy is to terminate this Agreement in writing prior to the effective date of the amendment, in which case lizo.ai will provide a pro rata refund of prepaid, unused fees.
14.3 Severability
If any provision of this Agreement is found by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, such provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions of this Agreement shall continue in full force and effect without impairment.
14.4 Waiver
No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof. All waivers must be in writing, signed by the waiving party, to be effective.
14.5 Assignment
Client may not assign, transfer, delegate, or sublicense this Agreement or any of its rights or obligations hereunder, in whole or in part, without lizo.ai’s prior written consent, which shall not be unreasonably withheld. lizo.ai may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this Section is null and void.
14.6 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, pandemics, or telecommunications or infrastructure outages (“Force Majeure Event”), provided the affected party: (a) gives prompt written notice describing the Force Majeure Event in reasonable detail; and (b) uses commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.
14.7 Notices
All legal notices under this Agreement shall be in writing and deemed duly delivered upon: (a) confirmed delivery by email to the addresses specified in the applicable Order Form, with a follow-up hard copy sent within three (3) business days; or (b) delivery by nationally recognized overnight courier to the addresses set forth in the applicable Order Form. Routine operational communications may be made by email without follow-up hard copy.
14.8 Independent Contractors
The parties are independent contractors. Nothing in this Agreement creates or shall be deemed to create any partnership, joint venture, agency, franchise, employment relationship, or fiduciary duty between the parties. Neither party has authority to bind the other in any respect.
14.9 No Third-Party Beneficiaries
This Agreement is entered into solely for the benefit of the parties hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
14.10 Export Compliance
Client shall comply with all applicable export control and sanctions laws and regulations of the United States and other applicable jurisdictions, including the Export Administration Regulations and sanctions programs administered by the Office of Foreign Assets Control (OFAC). Client represents that it is not on any restricted or denied party list maintained by the United States government.
14.11 Counterparts and Electronic Signatures
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. Electronic signatures, including click-to-accept acknowledgments, shall be deemed valid and binding to the same extent as original signatures under applicable law, including the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.).