Terms and Conditions

1. Agreement to Terms

By creating an account, purchasing a subscription, accessing any part of the Lapis Labs Inc. websites or application programming interfaces, using any free tools or features, or installing any software development kit provided by Lapis Labs Inc. ("Lapis," "we," "our," "us"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms"). You do not need to create an Account to be bound by these Terms. Any use of the Services, including features accessible without registration, constitutes acceptance of these Terms. If you do not accept every part of the Terms, you must not use the Services.

2. Definitions

Account means the credentials and profile associated with an individual or entity that registers to use the Services.

Customer Data means any files, datasets, prompts, model outputs, or other content submitted to or generated in the Services by or for a Customer.

Documentation means any user guides, onboarding materials, or technical specifications we publish.

Services means the web applications, dashboards, application programming interfaces, software development kits, and any related features or content that Lapis makes available.

Subscription Plan means the paid or free-trial offering selected during registration.

3. Eligibility and Account Security

You must be at least eighteen years old and legally able to form a binding contract.

If you access or use the Services from outside the United States, you are solely responsible for determining and complying with any laws, regulations, or governmental requirements that apply in the jurisdiction where you are located before using the Services.

You agree to provide accurate, current, and complete registration information and keep it updated.

You are responsible for all activities that occur under your Account, including safeguarding passwords, access tokens, and multi-factor credentials.

You will notify Lapis immediately at privacy@trylapis.com if you suspect unauthorized use of your Account.

Communications. By creating an Account, you consent to receive marketing emails from Lapis regarding product updates, new features, and promotional offers. You may opt out of marketing communications at any time by emailing contact@trylapis.com or using the unsubscribe mechanism provided in such emails. Opting out of marketing emails does not affect transactional communications related to your Account or the Services.

Competitor Restriction. If you are, or become, a competitor of Lapis, or are employed by, affiliated with, or acting on behalf of a competitor, you are not eligible to use the Services. A "competitor" means any person or entity that develops, markets, or sells products or services that are substantially similar to or competitive with the Services, including AI-powered advertising generation, ad creative tools, or related marketing technology. If Lapis determines, in its sole discretion, that you are a competitor, your Account will be immediately deactivated, all active subscriptions will be cancelled without refund, and any remaining credits will be forfeited. Lapis reserves the right to pursue any available legal remedies for breach of this provision.

4. Licence and Acceptable Use

Lapis grants you a limited, revocable, non-exclusive, non-transferable right to access and use the Services and Documentation for your internal business purposes and in accordance with the Subscription Plan.

You will not:

• reverse engineer, decompile, or attempt to discover the source code or underlying algorithms of any part of the Services
• circumvent usage limits, rate limits, or authentication measures
• resell, lease, distribute, or provide the Services to third parties except as expressly permitted by a separate written agreement
• upload or transmit malicious code, engage in unauthorised scraping, or interfere with the proper functioning of the Services
• use the Services to violate any applicable law or infringe intellectual property rights of others.

Lapis may monitor compliance and may suspend or terminate access if you breach these obligations.

4A. Prohibited Content

You may not use the Services to generate, attempt to generate, or distribute content that is:

• illegal, including content that promotes, depicts, or facilitates illegal activities
• vulgar, obscene, pornographic, or sexually explicit
• defamatory, harassing, threatening, or promoting violence against any individual or group
• fraudulent, deceptive, or misleading in a manner intended to harm consumers or third parties
• infringing on the intellectual property, privacy, or publicity rights of others
• harmful to minors or exploitative of children in any way
• promoting illegal drugs, weapons, or other contraband.

Lapis reserves the right to report any attempt to generate illegal content to the relevant law enforcement authorities in accordance with applicable local, state, and federal regulations. This includes, but is not limited to, content involving child exploitation, terrorism, fraud, or other serious criminal activity.

Lapis may, in its sole discretion, review generated content, suspend or terminate your Account, and take any other action it deems appropriate to address violations of this Section.

5. Customer Data

You retain all rights in Customer Data.

You grant Lapis a worldwide, royalty-free licence to host, copy, process, transmit, and display Customer Data as necessary to provide and improve the Services.

You represent that you have all rights and consents necessary to grant this licence and that Customer Data does not violate law or infringe third-party rights. By creating an Account, you represent and warrant that you have the authority to use the company name, logo, and brand assets associated with your Account for the purpose of generating advertising content through the Services.

Lapis may create and use aggregated or de-identified data derived from Customer Data and Service usage for analytics, benchmarking, and improving the Services, provided that such data cannot reasonably identify you or any individual.

Website URLs. When you submit a website URL for brand extraction or ad generation, you represent and warrant that you own or operate that website, or that you have obtained all necessary permissions from the website owner to authorise Lapis to programmatically crawl and extract brand assets (including logos, colours, fonts, and screenshots) from that URL.

Product URLs. When you submit product URLs from e-commerce platforms or other websites, you represent and warrant that you have the right to use the product information (including images, titles, and descriptions) for advertising purposes, and that such use does not infringe any third-party intellectual property or contractual rights.

Reference Images. When you upload reference images to guide ad generation, you represent and warrant that you own or have obtained all necessary licences, rights, and permissions to use those images, including any intellectual property rights, personality rights, or model releases that may be required. Lapis is not responsible for any claims arising from your use of reference images that you do not have the right to use.

Product Collections. Product collections you create (including collection names, slugs, and associated product data) are retained for the duration of your Account. Upon Account termination, collection data is deleted in accordance with Section 12 of the Privacy Policy.

5A. Generated Content and Model Training

You hereby grant Lapis a perpetual, worldwide, royalty-free, fully paid-up, sublicensable, and transferable licence to use, reproduce, modify, adapt, publish, and create derivative works of any images, graphics, visual content, or other outputs generated through the Services ("Generated Content") for the purpose of training, improving, benchmarking, and developing Lapis's machine-learning models, artificial intelligence systems, and related technologies.

This licence includes the right to incorporate Generated Content into training datasets, model weights, and algorithmic improvements, and to sublicence such rights to third-party infrastructure providers and research partners as reasonably necessary to advance Lapis's product development objectives.

The licence granted in this Section 5A survives the termination or expiration of your Account or Subscription Plan and shall remain in effect in perpetuity.

5B. AI-Generated Advertising Content

The Services include AI-powered features for generating advertising content, including images, copy, and campaign recommendations. You acknowledge and agree that:

• AI-generated content may contain errors, inaccuracies, or inconsistencies. You are solely responsible for reviewing all generated content before use.
• Generated ad copy, including translations into languages other than English, is produced by artificial intelligence and may contain grammatical errors, mistranslations, or culturally inappropriate phrasing. You are responsible for verifying the accuracy and appropriateness of all multilingual content.
• Performance forecasts, including projected impressions, clicks, click-through rates, leads, cost-per-lead, and other metrics, are estimates based on historical data and algorithmic predictions. These forecasts are not guarantees of actual performance. Actual results may vary significantly based on market conditions, audience behaviour, ad platform algorithms, and other factors outside Lapis's control.
• Lapis does not guarantee that generated content will be approved by third-party advertising platforms (including LinkedIn, Meta, Google, TikTok, or others) or that it will comply with their respective advertising policies.

Campaign Plans and Scheduling. Campaign plans, calendars, scheduling recommendations, budget allocations, and audience targeting suggestions are AI-generated estimates provided for informational purposes only. They do not constitute professional marketing advice. Lapis is not liable for any campaign outcomes, including but not limited to underperformance, wasted ad spend, missed scheduling windows, failed post delivery, or any other result of relying on AI-generated campaign recommendations. You are solely responsible for reviewing, approving, and monitoring all scheduled and published content.

Third-Party Advertising Platforms. If you use the Services to create content for publication on third-party advertising platforms, you are solely responsible for: (a) maintaining valid advertiser accounts on those platforms; (b) ensuring your content complies with each platform's advertising policies and terms of service; and (c) any consequences arising from ad rejections, account suspensions, or policy violations on those platforms. Lapis is not liable for any losses, costs, or damages arising from your use of generated content on third-party platforms.

Ad Platform Connections. When you connect a third-party advertising account, you authorise Lapis to access, retrieve, and transmit data to and from that account as necessary to provide the Services. You are solely responsible for maintaining the security and validity of your ad platform accounts. Lapis is not liable for any unauthorised access, data loss, account suspension, or policy violation on any connected platform. Lapis stores authentication tokens using commercially reasonable security measures but disclaims all liability for breaches originating from the third-party platform. Upon termination, Lapis will revoke stored tokens within a commercially reasonable timeframe. You may revoke access at any time through the third-party platform's settings.

Managed Advertising Access. Before launch and throughout any managed advertising engagement, you shall grant and maintain administrator-level access, or the platform's equivalent permissions, to the advertising accounts and related business assets used for the Services. Access must permit Lapis to create, manage, monitor, and pause campaigns, manage required integrations, and view related billing information. You retain ownership of your accounts and assets. Lapis shall not launch campaigns without the required access and shall pause affected campaigns if access is withdrawn or insufficient. If loss of access prevents Lapis from pausing a campaign, you shall promptly pause it upon request and remain responsible for authorised charges incurred before the pause takes effect. Revoking access does not cancel your engagement or relieve payment obligations.

5C. Competitive Intelligence and Ad Discovery

Ad content displayed in the discovery and Brand Radar features is sourced from publicly available third-party ad libraries. All intellectual property rights in such content belong to the respective owners.

You acknowledge that any content you create that is inspired by, derived from, or based on discovered third-party ads is your sole responsibility. You represent and warrant that your use of such content does not infringe any third-party intellectual property rights.

Lapis provides discovery tools on an "as is" basis and makes no representation regarding the accuracy, completeness, or legal availability of any third-party ad content. You shall indemnify and hold harmless Lapis from any claims arising from your use of content discovered through the Services.

5D. Community and Public Gallery

By generating content through the Services, you grant Lapis a perpetual, worldwide, royalty-free, sublicensable licence to display, reproduce, and distribute such content in public galleries, marketing materials, case studies, social media, and other promotional channels.

Lapis may feature, remove, or moderate any content in its sole discretion and without notice. Lapis is not obligated to display any particular content and may remove content at any time for any reason. You waive any right to inspect or approve the manner in which Lapis uses Generated Content under this Section.

6. Intellectual Property

Lapis and its licensors own all right, title, and interest in and to the Services, Documentation, and all related intellectual property.

Except for the limited licence granted above, no rights are conveyed to you.

You grant Lapis a perpetual and irrevocable licence to use any feedback or suggestions you provide without obligation or compensation.

Style presets, Vibe Kits, templates, and other creative assets provided within the Services are proprietary to Lapis and its licensors. You may use them solely within the Services to generate content and may not extract, redistribute, or reverse-engineer them.

6A. Use of Customer Marks in Marketing

By creating an Account or using the Services, you grant Lapis a non-exclusive, worldwide, royalty-free licence to use, reproduce, and display your company name, logo, trademark, trade name, service mark, and similar brand identifiers (collectively, "Customer Marks") in Lapis's marketing materials, website, sales presentations, case studies, press releases, investor communications, and other promotional content for the purpose of identifying you as a customer of Lapis.

This licence does not grant Lapis any ownership interest in Customer Marks, and all goodwill arising from such use shall inure to your benefit. Lapis agrees to use Customer Marks in a manner that does not disparage or damage your reputation or the goodwill associated with Customer Marks.

You may revoke this licence upon thirty (30) days' written notice to contact@trylapis.com. After that notice period, Lapis shall cease new uses of your Customer Marks but shall have no obligation to recall or modify materials already distributed.

7. Subscription Plans, Fees, and Payment

Services, features, and usage limits for each Subscription Plan are described on the Lapis website and may be updated from time to time.

All invoices issued by Lapis are issued through Stripe and are payable using the payment methods made available on the applicable invoice. You shall maintain a current billing email address. Fees and any advertising funds payable to Lapis are invoiced in advance. The initial invoice is due upon receipt; renewal invoices must be paid in full in cleared funds before the renewal term begins. Approved additional services and budget increases must be paid before the related activity begins. Third-party marketplace purchases remain subject to Section 7C, and charges billed directly by advertising platforms shall not also be invoiced by Lapis for the same charges. Taxes, duties, and similar assessments are your responsibility.

Except to the extent required by applicable law, all amounts paid to Lapis, including subscription fees, service fees, and advertising funds, are non-refundable and shall not be prorated or credited. Lapis shall retain unused advertising funds at the end of the applicable term and upon termination or expiration, with no obligation to refund, credit, or carry forward those funds, except to the extent required by applicable law. These provisions apply to unused funds and unused portions of a service period, including upon suspension, termination, or expiration.

Unless a separate written agreement provides otherwise, your Subscription Plan automatically renews for successive terms of equal length unless either party provides notice of non-renewal at least five (5) days before the current term ends in accordance with Section 13, subject to cancellation rights required by applicable law. Applicable renewal fees will be charged to your payment method. A notice received after that deadline takes effect at the end of the following term.

Lapis may change fees or introduce new charges by providing at least thirty days' notice. Continued use after the effective date constitutes acceptance of the new fees.

7A. Credits

Certain features of the Services, including ad generation, consume credits. Credits are allocated based on your Subscription Plan or may be purchased separately.

Purchased credits expire three hundred sixty (360) days from the date of purchase. Credits included with your Subscription Plan expire at the end of your billing cycle and do not roll over to subsequent periods.

Credits are non-refundable and non-transferable. Unused credits have no cash value and cannot be exchanged, sold, or redeemed for currency. Upon termination or downgrade of your Account, any unused credits are forfeited immediately.

Lapis reserves the right to adjust credit consumption rates for specific features upon thirty days' notice.

7B. Team Accounts

If you invite other users to your Account ("Team Members"), the Account administrator ("Admin") is responsible for all activity by Team Members under the Account, including compliance with these Terms. The Admin assumes full liability for any breach of these Terms by any Team Member.

Lapis may suspend or terminate the entire team Account if any Team Member violates these Terms. Data shared within a team is visible to all Team Members. Lapis is not responsible for intra-team data access or misuse.

Upon removal of a Team Member, Lapis may retain that member's generated content and activity logs in accordance with the Privacy Policy.

7C. Third-Party Marketplace Purchases

Subscription Plans purchased through third-party marketplaces (e.g., AppSumo) are subject to these Terms and any additional terms of the marketplace. Feature availability for marketplace-purchased plans is determined by Lapis in its sole discretion and may differ from standard plans.

Lapis reserves the right to modify the features included in any marketplace tier at any time, provided that such modifications do not eliminate the core functionality of the tier. "Lifetime" access means access for the commercial lifetime of the Services, not in perpetuity. If Lapis discontinues the Services entirely, lifetime access terminates.

In the event of a conflict between marketplace terms and these Terms, these Terms shall control.

7D. Managed Advertising Engagements

This Section applies when Lapis manages advertising campaigns on your behalf. Unless a separate written agreement provides otherwise, the engagement is on a month-to-month basis. The first monthly term and corresponding payment obligations begin on the effective date specified in the engagement, even if payment, onboarding, or campaign launch occurs later. Each renewal term begins on the successive monthly anniversary of that date and ends immediately before the next monthly anniversary; if there is no corresponding calendar day, the anniversary falls on the last day of that month. Non-renewal requires the five (5) days' notice specified in Section 13.

Your approved monthly advertising budget remains unchanged for each renewal term unless you notify Lapis in writing, including by email, of a change. You may not reduce the budget during the current term. You may reduce it for the next term, including below the initial budget, by giving notice before that term begins and before its advance invoice is paid, subject to a minimum of $5,000 USD per month unless a separate written agreement provides otherwise. A reduction does not reduce obligations for a term already begun or paid or advertising costs irrevocably committed with your authorisation. Any increase requires your written approval and advance payment before additional advertising activity begins.

Unless a separate written agreement provides otherwise, the Lapis service fee is ten percent (10%) of the approved monthly advertising budget, payable in addition to that budget and applicable taxes. Each budget applies only to its monthly term. Unused spend expires at the end of that term and does not roll over, create a credit, or reduce future payment obligations. Renewing at the same budget creates a new monthly payment obligation. Lapis does not guarantee full expenditure of a budget or any particular advertising result.

Lapis shall not begin managed advertising Services or launch campaigns until the applicable advance invoice is paid in full, cleared funds are received, the invoice is marked paid in Stripe and recorded as settled, and required account access is available. An attempted, pending, failed, or reversed payment does not satisfy these conditions. Lapis shall suspend affected Services and pause campaigns if renewal payment is not received before the renewal term begins, and shall not undertake unpaid budget increases or additional activity. Campaigns may resume only after outstanding amounts are paid in full in cleared funds, the applicable Stripe invoices are marked paid and recorded as settled, and required access is available. You remain responsible for authorised charges incurred before platform pause instructions take effect. Delays or suspensions caused by your failure to pay or provide access do not extend the term, reduce your budget or fees, or create a refund, credit, or rollover.

8. Trials, Betas, and Free Features

Lapis may offer free trials or beta features at its sole discretion. Such offerings are provided "as is" with no warranties and may be modified or discontinued at any time.

Usage of beta features is voluntary and subject to additional guidelines that Lapis may impose.

9. Confidentiality

Each party may disclose non-public business, technical, or financial information ("Confidential Information") to the other.

The receiving party will protect the Confidential Information using the same degree of care it uses to protect its own confidential information, at minimum reasonable care, and will use it only to fulfil obligations under these Terms.

Obligations in this section do not apply to information that is publicly available, already known without obligation, independently developed, or rightfully obtained from a third party.

10. Warranties and Disclaimers

Lapis warrants that it will provide the Services in a workmanlike manner and employ commercially reasonable safeguards to protect Customer Data.

Except for this limited warranty, the Services and Documentation are provided "as is" and "as available." Lapis disclaims all other warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Lapis does not guarantee that the Services will be error-free, operate without interruption, or meet your requirements. Without limiting the foregoing, Lapis does not warrant that AI-generated content will be accurate, legally compliant, culturally appropriate, free of bias, or suitable for any particular purpose. You acknowledge that machine-learning systems may produce unexpected, incorrect, or offensive outputs and you assume all risk associated with the use of such outputs.

11. Limitation of Liability

To the maximum extent permitted by law, Lapis will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or goodwill, including without limitation any damages arising from your use of AI-generated content, campaign recommendations, competitive intelligence data, or performance forecasts.

Lapis's aggregate liability arising out of or relating to the Services will not exceed the total fees you paid to Lapis for the Services in the twelve-month period preceding the event giving rise to the claim.

These limitations apply even if a remedy fails of its essential purpose.

12. Indemnification

You will defend, indemnify, and hold harmless Lapis and its officers, directors, employees, and agents from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• your use of the Services,
• Customer Data, or
• your breach of these Terms.

Lapis may assume control of the defence at its own expense and you will cooperate as reasonably requested.

You may not settle a claim in a manner that admits fault by Lapis, imposes obligations on Lapis, or restricts Lapis's business without Lapis's prior written consent.

13. Suspension and Termination

Lapis may suspend or restrict access to the Services if your use threatens the security, integrity, or availability of the Services, violates these Terms, or you fail to pay amounts when due. The required suspension of unpaid managed advertising Services and campaigns under Section 7D does not depend on notice or a cure period.

Either party may elect not to renew at the end of the current term by providing notice at least five (5) days before that term ends, subject to cancellation rights required by applicable law. You may give notice through the account interface or in writing to contact@trylapis.com; Lapis may give notice to your designated account email. A late notice takes effect at the end of the following term. Non-renewal does not relieve payment obligations for a term that has begun.

Either party may terminate for a material breach that remains uncured fifteen (15) days after written notice, except that Lapis may terminate upon written notice if an undisputed invoice remains unpaid three (3) days after its due date. That three-day period does not permit campaigns to run without advance payment. Lapis may also suspend or terminate upon written notice for violations of law or platform policies, false or misleading information, failure to maintain required account access, or a reasonable belief that continued use creates a security, legal, regulatory, reputational, or operational risk. Where reasonably practicable, Lapis will give notice and an opportunity to cure before exercising those discretionary rights; no notice or cure period delays required suspension for nonpayment or missing account access.

Upon termination, your licence ends and you must cease all use of the Services. Lapis will delete or return Customer Data within a reasonable period, subject to statutory retention obligations.

Accrued unpaid amounts become immediately due. You remain responsible for authorised advertising costs incurred or irrevocably committed before termination, reconciled against amounts already paid for the same costs to avoid duplicate charges. Lapis shall submit pause instructions for campaigns under its control, after which you shall revoke its account access. The no-refund and no-rollover provisions continue to apply. Provisions concerning accrued payment obligations, intellectual property and surviving licences, confidentiality, indemnification, liability limitations, and dispute resolution survive termination to the extent applicable by their terms or nature.

14. Export and Sanctions Compliance

You represent that you are not located in an embargoed or restricted country and are not a prohibited party under applicable export control or sanctions laws. You will not use the Services in violation of any export restrictions or to support prohibited end uses.

15. U.S. Government Rights

The Services and Documentation are "commercial products" as defined in 48 C.F.R. §2.101. If the Services are acquired by or on behalf of a United States government agency, use, duplication, or disclosure is subject to the restrictions described in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202.

16. Modifications to Terms

Lapis may update these Terms to reflect changes in law, technology, or business operations. If an update materially affects your rights, Lapis will give at least thirty days' notice via email or an in-product banner. Continued use after the effective date constitutes acceptance of the revised Terms. An update to these Terms does not modify or override an express provision of a separate signed agreement without an amendment that satisfies that agreement's amendment requirements.

17. Governing Law and Dispute Resolution

17.1 Governing Law. California law governs these Terms, excluding its conflict-of-law rules. The Federal Arbitration Act governs the arbitration provisions of this Section 17.

17.2 Binding Arbitration. Except as expressly provided in Section 17.4, all disputes concerning these Terms, the Services, or your relationship with Lapis shall be resolved exclusively by final and binding arbitration before one arbitrator in San Francisco County, California, administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, or other AAA rules required by applicable law. The arbitrator shall apply these Terms and applicable law. The arbitrator shall decide questions concerning the scope or enforceability of this arbitration provision, except questions concerning formation of an agreement to arbitrate or the enforceability of Section 17.3, which shall be decided by a court. The prevailing party may recover reasonable attorneys' fees and arbitration costs to the extent permitted by applicable law. Judgment confirming the award may be sought in any court with jurisdiction.

17.3 Individual Proceedings. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND LAPIS WAIVE TRIAL BY JURY FOR CLAIMS SUBJECT TO ARBITRATION AND MAY BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY. NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR MAY CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS OR CONDUCT A CLASS, COLLECTIVE, OR REPRESENTATIVE ARBITRATION. THIS SECTION DOES NOT WAIVE ANY RIGHT OR REMEDY THAT APPLICABLE LAW PROHIBITS THE PARTIES FROM WAIVING. ANY CLAIM OR REMEDY THAT CANNOT LAWFULLY BE SUBJECT TO THESE RESTRICTIONS SHALL PROCEED IN COURT; THE REMAINING ARBITRABLE CLAIMS SHALL REMAIN SUBJECT TO INDIVIDUAL ARBITRATION.

17.4 Court Proceedings. Lapis may bring an action in court to collect undisputed overdue amounts. Either party may seek temporary or preliminary injunctive relief to protect intellectual property or Confidential Information pending arbitration, enforce this Section 17, or pursue a claim or remedy that cannot lawfully be arbitrated. Except for proceedings to enforce an award in another jurisdiction, the state and federal courts in San Francisco County, California have exclusive jurisdiction over permitted court proceedings. You and Lapis consent to that jurisdiction and waive objections to venue or inconvenient forum, to the extent permitted by applicable law. The prevailing party in an action to collect undisputed overdue amounts or enforce this Section 17 may recover reasonable attorneys' fees and costs to the extent permitted by applicable law.

17.5 Confidentiality. You and Lapis shall keep arbitration proceedings, submissions, and awards confidential, except for disclosures required by law or reasonably necessary to conduct the proceeding, obtain professional advice, notify an insurer, protect a legal right, or enforce an award. This obligation does not restrict lawful communications with government authorities.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18. Miscellaneous

Entire Agreement; Order of Precedence. These Terms, referenced policies, and any separate written agreement signed by you and Lapis constitute the entire agreement concerning the applicable Services. If you and Lapis have signed a Subscription Agreement or other agreement covering particular Services, the body of that agreement controls in the event of a conflict, followed by its exhibits, followed by these Terms and referenced policies, unless that agreement expressly specifies a different order. These Terms supplement the signed agreement only to the extent they do not conflict with it.

Severability. If any provision is held unenforceable, it will be modified to reflect the original intent to the largest extent permitted by law, and the remaining provisions will remain in full force.

Assignment. You may not assign or transfer your rights or obligations under these Terms without Lapis's prior written consent. Lapis may assign its rights and obligations without restriction.

Force Majeure. Neither party is liable for delay or failure to perform due to events beyond reasonable control, including natural disasters, acts of government, or internet outages.

Relationship of the Parties. The parties are independent contractors. Except for Lapis's limited authority to act in advertising accounts within the approved budget and scope of managed advertising Services, these Terms do not create a partnership, joint venture, employment, or agency relationship. Neither party may bind the other except as expressly authorised.

Headings. Headings are for convenience only and do not affect interpretation.

19. Contact Information

Questions about these Terms or the Services should be directed in writing to:

Lapis Labs Inc.
2261 Market Street STE 86894
San Francisco CA 94114
United States
contact@trylapis.com

Lapis handles legal and privacy communications exclusively through written correspondence and does not accept phone calls regarding the Terms.