Terms of Service

By creating an account, purchasing a subscription, accessing any part of the Lapis Labs Inc. websites or application programming interfaces, 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"). If you do not accept every part of the Terms, you must not use the Services.

• 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.

• 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 unauthorised use of your Account.

• 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.

• 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.
• 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.

• 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.

• Prices, features, and usage limits for each Subscription Plan are described on the Lapis website and may be updated from time to time.
• Subscription fees are billed in advance and are non‑refundable except as required by law. Taxes, duties, and similar assessments are your responsibility.
• Unless you cancel before the end of the current term, your Subscription Plan will automatically renew for successive terms of equal length, and applicable fees will be charged to your payment method.
• 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.

• 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.

• 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.

• 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.

• 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.
• 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.

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.

• 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 fails to pay fees when due.
• Either party may terminate the Subscription Plan for convenience at the end of the then‑current term by providing notice through the account interface or to privacy@trylapis.com.
• Either party may terminate immediately for a material breach that remains uncured thirty days after written notice.
• 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.

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.

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.

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.

• These Terms are governed by the laws of the State of California, without regard to conflict‑of‑law principles.
• Any dispute that cannot be resolved informally will be resolved exclusively by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules.
• The arbitration will take place in San Francisco, California, or another location mutually agreed by the parties, and the award may be entered in any court with jurisdiction.
• Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
• The United Nations Convention on Contracts for the International Sale of Goods does not apply.

• Entire Agreement. These Terms and any referenced policies constitute the entire agreement between you and Lapis regarding the Services.
• 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 and these Terms do not create a partnership, joint venture, employment, or agency relationship.
• Headings. Headings are for convenience only and do not affect interpretation.

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

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