Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") govern access to and use of the websites, accounts and services made available by Lapis Labs Inc. ("Lapis," "we," "our" or "us"). By accepting these Terms, executing an Order or accessing or using the Services, you agree to be bound by these Terms. If you act on behalf of an entity, you represent and warrant that you have authority to bind that entity, and "you" and "Customer" refer to that entity. If you lack that authority or do not agree, you shall not access or use the Services. A separate agreement signed by Customer and Lapis controls to the extent provided in Section 18.

You do not need to create an Account or pay a fee to be bound by these Terms. Access to or use of any part of the Services, including access made available without registration or charge, is subject to these Terms. If you do not accept these Terms, you must not use the Services.

Authority; Capacity; Organisational Use. The person accepting these Terms for Customer represents and warrants that Customer is duly organised or otherwise lawfully constituted, that such person has obtained the approvals necessary to enter into the applicable engagement, and that Customer's acceptance and performance do not conflict with any binding obligation applicable to Customer. A person shall not accept these Terms in the name of another person, business, employer or client without actual authority. Lapis may request reasonable evidence of authority or eligibility and may decline to establish or continue access if that evidence is not supplied. A person's assertion of authority does not require Lapis to investigate that person's internal approval procedures or resolve a dispute concerning Customer's ownership, management or representation.

Scope of Contractual Commitments. Customer purchases only the scope, access, entitlements and commitments expressly set out in the applicable Order or a controlling signed agreement. A demonstration, proposal, estimate, discussion, general description, sample or reference to possible future availability does not, by itself, establish a deliverable, acceptance criterion, completion date, minimum capacity, compatibility commitment or service level. Customer acknowledges that it has assessed the suitability of the expressly agreed scope for its own purposes and has not made its purchase contingent on an uncommitted development, roadmap item, future capability or statement concerning a future result. Nothing in this paragraph excludes liability for fraud or another matter that applicable law does not permit the parties to exclude, or displaces an express commitment in a controlling signed agreement.

Separate Customers and Affiliates. Access granted to Customer does not automatically extend to its parent, subsidiaries, affiliates, clients, suppliers or other legal entities. Customer shall obtain any additional authorisation required under the applicable Order before allowing such persons to use the Services. Customer remains responsible for persons it permits to act on its behalf within the authorised scope. The provision of assistance to an additional person does not, by itself, add that person as a contracting customer or expand the scope Lapis has accepted.

2. Definitions

"Account" means an account or authorised access arrangement established for Customer or its Authorised Users.

"Authorised Users" means individuals Customer permits to access or use the Services on its behalf, subject to the applicable Order.

"Customer Data" means information, records, content and materials supplied or made available by or on behalf of Customer in connection with the Services. Service Materials are addressed separately below.

"Documentation" means instructions or other materials Lapis expressly designates for Customer's use of the Services.

"Order" means an order form, statement of work, subscription agreement or other written agreement accepted by Customer and Lapis specifying the applicable Services, term, fees or other commercial conditions.

"Service Materials" means deliverables, reports, content or other materials made available to Customer in the performance of the Services, excluding Customer Data and Lapis's underlying intellectual property.

"Services" means the services and related access expressly made available by Lapis under these Terms or an applicable Order.

"Subscription Plan" means the subscription or other engagement selected by Customer and accepted by Lapis, including an engagement specified in an Order.

Defined Scope. References to an Account, Authorised User, Documentation, Service Materials or a Subscription Plan describe the relevant contractual subject matter and do not establish an entitlement to every item that may fall within that description. The existence of materials or access available to another customer, in an evaluation, or at a different time does not enlarge Customer's purchased scope. An obligation described as dependent on an Order applies only where an applicable Order or controlling signed agreement actually establishes that obligation.

3. Eligibility and Account Security

The Services are offered for business use. Each individual accepting these Terms or accessing an Account must be at least eighteen years old and legally competent to contract. Customer is responsible for compliance with laws applicable to its business and use of the Services. Customer represents that it acquires the Services for business purposes, rather than personal, family or household use.

International Access; Uniform Contractual Terms. Subject to Section 3A, if you access or use the Services from a jurisdiction outside the United States, you do so on your own initiative and assume the risks associated with that access and use, subject to applicable law. You represent and warrant that your access to and use of the Services, including all information, materials and instructions you provide, complies with all laws and regulations applicable to you and your activities. You are responsible for obtaining all permissions, notices and consents required of you. Lapis grants no additional contractual warranties, service commitments, cancellation rights, refunds, remedies, regional hosting commitments or other privileges solely by reason of your nationality, residence or location. You shall not use the Services where your use is unlawful or requires an arrangement Lapis has not expressly accepted in writing. Nothing in these Terms excludes any right, remedy or obligation that applicable law does not permit the parties to exclude.

Customer shall provide accurate and current account, contact and billing information; safeguard credentials and access permissions; restrict access to Authorised Users; and promptly notify contact@trylapis.com of suspected unauthorised access. Customer is responsible for acts and omissions of its Authorised Users and persons using its credentials, subject to rights and obligations that cannot be varied under applicable law.

Communications. Lapis may send administrative, billing, security and other service communications. Marketing communications are subject to applicable notice and consent requirements and may be declined using the unsubscribe mechanism or by contacting contact@trylapis.com.

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 access or use the Services without Lapis's prior written consent. A competitor includes a person or entity that develops, markets or supplies products or services substantially similar to or competitive with the Services. If Lapis determines in its sole discretion that this restriction applies, Lapis may immediately deactivate the Account, terminate the applicable engagement without refund, forfeit unused credits and pursue other available remedies, subject to applicable law and a controlling signed agreement.

Administration and Instructions. Customer shall designate persons with appropriate authority to administer its relationship with Lapis and shall keep its administrative contacts current. Subject to the applicable Order, Lapis may rely on instructions, approvals and other communications reasonably appearing to originate from Customer's designated contacts, authorised administrators or authorised access arrangements. Customer is responsible for communicating its internal authority limits to its personnel and for notifying Lapis in writing when a designated person's authority ends or is materially restricted. Undisclosed internal approval requirements do not enlarge Lapis's obligations. Lapis may seek confirmation, decline a conflicting or suspicious instruction, or suspend affected activity while a material authority or access dispute is addressed, in accordance with these Terms and applicable law.

Credentials and Access Hygiene. Customer shall ensure that its Authorised Users use only the access assigned or permitted to them; maintain the confidentiality of credentials and other access information; use available security controls appropriate to their access; and promptly remove or request removal of access that is no longer authorised. Customer shall not permit a former employee, contractor or other unauthorised person to continue using its access. Customer shall promptly notify Lapis of suspected credential compromise, a material authority dispute or another circumstance reasonably likely to result in unauthorised use, and shall reasonably cooperate in containing the affected access. A notice does not retrospectively withdraw an approval, reverse activity already performed or relieve Customer of commitments otherwise properly incurred before Lapis can reasonably act on the notice.

Customer Environment. Except as expressly agreed in a controlling signed agreement, Customer is responsible for its own equipment, communications, connectivity, local security practices and access to external resources required for its use. Lapis does not undertake to supervise Customer's personnel, maintain Customer's internal employment or authorisation records, or determine whether an instruction is commercially prudent for Customer. Lapis may require reasonable verification before changing a material account contact or acting on an instruction that changes access or authority. These allocations do not excuse a duty that applicable law or a controlling signed agreement places on Lapis.

3A. European Union Access Restriction

LAPIS IS NOT DESIGNED OR INTENDED FOR USE IN THE EUROPEAN UNION. Lapis does not offer or authorise use of the platform within the European Union. All signups originating within the European Union are ineligible and will not be accepted or granted access to the platform. You shall not register for, access or use the platform from within the European Union.

You shall not circumvent this restriction through a virtual private network, proxy, false location information, a third-party registration or any other means. You represent and warrant that neither your signup nor your access to the platform originates within the European Union. Any account created, payment accepted or access inadvertently provided contrary to this restriction does not establish eligibility, authorise continued use or waive the restriction. Lapis may reject the registration and suspend or terminate unauthorised access in accordance with these Terms and applicable law.

The European Union exclusion does not confer any additional contractual rights, remedies, refunds or other privileges. Nothing in this Section excludes a right, remedy or obligation that applicable law does not permit the parties to exclude.

Personnel and Registration Location. Customer shall ensure that each person it authorises to access the platform satisfies this Section independently. An entity's incorporation, billing address, contractual address or registration outside the European Union does not authorise an individual to access or use the platform from within the European Union. Customer shall not direct, arrange or knowingly permit access through personnel, contractors or intermediaries in the European Union, or use an address or intermediary outside the European Union to conceal an otherwise ineligible signup or access.

No Implied Exception. An inquiry, quotation, demonstration arrangement, commercial discussion, receipt of correspondence or administrative handling of information does not, by itself, constitute an exception to the exclusion. No customer representative, intermediary or other unauthorised person may promise an exception on Lapis's behalf. Neither these Terms nor administrative handling or an unauthorised representation grants an exception. This paragraph does not limit a legal obligation that applies irrespective of the parties' contractual statements.

4. Licence and Acceptable Use

Subject to timely payment and compliance with these Terms and the applicable Order, Lapis grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the applicable term to permit Authorised Users to access and use the Services and Documentation solely for Customer's internal business purposes.

You will not:

• reverse engineer, decompile, disassemble or attempt to discover the source code, underlying algorithms, methods or non-public operational information of any part of the Services, except to the extent a restriction is prohibited by law;
• circumvent usage limits, rate limits, authentication measures, access controls or security measures;
• copy, resell, lease, distribute or provide the Services to third parties except as expressly permitted by a separate written agreement;
• upload or transmit malicious code, conduct unauthorised testing, scraping or extraction, or interfere with the proper functioning of the Services;
• use the Services to develop a competing offering or disclose non-public evaluations without Lapis's prior written consent; or
• use the Services to violate any applicable law or infringe the intellectual property, privacy, publicity or other rights of any person.

Customer shall not disclose Lapis's non-public operational information, commercial arrangements or evaluations to a competitor or other unauthorised person. Lapis may monitor compliance, investigate suspected noncompliance and suspend or terminate access if Customer or an Authorised User breaches these obligations, in accordance with Section 13.

No Unauthorised Service Bureau or Shared Access. The permitted internal business use does not authorise Customer to operate a service bureau, outsource access to unrelated businesses, offer shared or public access, sublicense access, or permit another person to obtain the benefit of an entitlement that person has not been authorised to use. Customer shall not share, sell, rent, transfer or publish credentials; conceal the identity of a user; rotate access or Accounts to defeat an agreed restriction; or combine or pool entitlements across customers without Lapis's express written authorisation. This restriction does not prohibit the use of Service Materials for the business purposes expressly permitted under Section 5A or a controlling signed agreement.

Security and Integrity Restrictions. Except with Lapis's prior written authorisation or to the extent a restriction is prohibited by applicable law, Customer shall not, and shall not assist another person to:

• probe, scan or test the vulnerability of the Services or a related access arrangement, or conduct penetration, load, stress or other intrusive testing;
• attempt to obtain access to another customer's data, an unauthorised Account, restricted information or an area outside Customer's permitted access;
• interfere with, disable, burden or evade a control intended to preserve security, availability, confidentiality or agreed use limits;
• impersonate another person, misrepresent authority, collect another person's credentials or use an Account established using false information;
• copy or extract materials in bulk, or systematically reproduce the Services or Documentation, beyond the use expressly authorised by the applicable agreement; or
• remove, obscure or alter a proprietary notice, access restriction or other indication of ownership or permitted use.

Compliance Cooperation. Customer shall take reasonable steps within its control to prevent prohibited use, promptly stop a use it knows to be unauthorised, and provide reasonably requested information relevant to an identified suspected breach. Lapis's decision to investigate, permit continued access temporarily, or refrain from immediate enforcement does not authorise the conduct or waive a remedy. A report of a suspected vulnerability does not itself authorise testing, access or disclosure. Nothing in this Section restricts a legally protected report to a government authority, lawful conduct that the parties may not prohibit, or a right expressly granted by a controlling signed agreement.

4A. Prohibited Content

Customer shall not submit, request, attempt to obtain, create, use or distribute through the Services material that is:

• illegal or promotes, depicts or facilitates unlawful activity;
• vulgar, obscene, pornographic or sexually explicit;
• defamatory, harassing or threatening, or promotes violence against an individual or group;
• fraudulent, deceptive or materially misleading;
• infringing of intellectual property, privacy, publicity or other third-party rights;
• harmful to minors or exploitative of children; or
• promoting illegal drugs, weapons or other contraband.

Lapis may, in its discretion, review, decline, restrict, remove or moderate such material; suspend or terminate affected Accounts; preserve relevant records; report suspected unlawful conduct to competent authorities; and take other action permitted by these Terms and applicable law. This includes disclosures concerning attempted unlawful activity. Lapis undertakes no obligation to review all Customer Data or Service Materials.

Responsibility for Instructions and Context. These restrictions apply to Customer's instructions and intended use as well as to material actually supplied. Customer shall not divide a prohibited request into separate requests, use an intermediary, or mischaracterise a request to evade these restrictions. Customer remains responsible for the lawfulness and appropriate context of material it submits or authorises, including permissions relating to persons depicted, quoted, described or otherwise identifiable. A failure by Lapis to identify or reject prohibited material does not constitute approval, permission, verification of rights or an assumption of Customer's responsibilities.

Removal and Cooperation. If Customer becomes aware that its material or authorised use violates these Terms or a third party's rights, Customer shall promptly cease the affected use, notify Lapis where action by Lapis is reasonably required, and reasonably cooperate with lawful requests to address the violation. Lapis may act on a credible complaint or identified risk without first resolving the underlying dispute between Customer and the complaining person. Any preservation or disclosure of records remains subject to applicable law, confidentiality obligations and the applicable agreement.

5. Customer Data

As between the parties, Customer retains its rights in Customer Data. Customer grants Lapis a worldwide, royalty-free, fully paid-up licence, sublicensable to persons engaged to perform the applicable Services, to access, use, reproduce, store, transmit, display and otherwise process Customer Data as reasonably necessary to perform the applicable Services, comply with law and exercise or defend legal rights, subject to applicable confidentiality and data-protection obligations.

Customer represents and warrants that it has all rights, permissions, notices, consents and other lawful grounds necessary to provide Customer Data, grant access to relevant assets and instruct the contemplated processing. Customer is responsible for the accuracy and legality of Customer Data, its instructions and its use of the Services and Service Materials. Customer shall not provide information subject to special regulatory restrictions unless Lapis expressly agrees in writing to the applicable requirements.

Where Lapis processes personal data on Customer's behalf, the applicable data-processing agreement and lawful documented instructions govern that processing. Customer is responsible for notices, consents, choices and responses owed to individuals in connection with Customer's own activities. The Privacy Policy describes Lapis's personal-data practices; these Terms do not replace a required data-processing agreement.

Lapis may use aggregated or de-identified information for legitimate business purposes where permitted by law and the applicable agreement, provided the information does not reasonably identify Customer or an individual. Lapis shall not attempt to re-identify information maintained as de-identified, except where permitted by applicable law to assess the effectiveness of de-identification.

Submitted Materials and Permissions. Customer represents and warrants that it owns or has obtained all rights and permissions necessary for Lapis's authorised use of any website, link, catalogue, image, text or other material Customer submits, designates or makes available. This includes permission from relevant owners and all required copyright, trademark, personality, privacy and publicity rights, licences and releases. Customer warrants that it has authority to use its business name, logos and other brand assets and that the contemplated use does not violate a third party's rights or contractual restrictions. Customer is responsible for claims arising from its failure to obtain these rights or permissions, subject to Section 12.

Continuing Authority and Complete Instructions. Customer's representations concerning Customer Data apply when the information or material is first supplied and throughout the period of the authorised processing or use. Customer shall ensure that its instructions accurately reflect the rights and permissions it holds, identify material restrictions before the affected activity, and promptly notify Lapis if a necessary permission expires, is withdrawn or is disputed. Customer shall not direct Lapis to act inconsistently with a binding restriction and then rely on that undisclosed restriction to transfer responsibility to Lapis. Lapis is not required to determine the ownership of supplied material, obtain rights that Customer is required to obtain, resolve competing claims to Customer Data, or independently verify that Customer's instructions satisfy the laws applicable to Customer's business.

Restricted Information. Unless an express written agreement accepted by Lapis establishes the permitted scope and applicable safeguards before disclosure, Customer shall not submit, expose or instruct Lapis to collect:

• payment-card credentials, authentication secrets unrelated to access expressly required for the engagement, private cryptographic keys or comparable confidential access information;
• medical, health, genetic or biometric information, information concerning children, or other personal information subject to heightened legal restrictions;
• government-issued identification numbers, financial-account credentials or similarly sensitive information unnecessary for the expressly agreed Services;
• classified information, export-controlled information or material subject to a secrecy, localisation or regulatory requirement that Lapis has not expressly accepted in writing; or
• information that Customer is prohibited from disclosing under a duty owed to another person.

This restriction does not prevent Customer from providing information through a process expressly designated by Lapis for the applicable authorised purpose, within the scope Lapis has accepted. The mere receipt of restricted information does not constitute acceptance of a new regulatory role, specialised certification, additional security standard or obligation beyond those imposed by applicable law or expressly agreed in writing. If such information is inadvertently supplied, Customer shall promptly notify Lapis and reasonably cooperate in an appropriate response without making further unnecessary disclosures.

Customer Records and Retrieval. Customer is responsible for maintaining copies of its source information and business records necessary for its own legal, operational and continuity purposes, except to the extent a controlling signed agreement expressly allocates that responsibility otherwise. Access to the Services does not, by itself, create an archival, backup, preservation, recovery or evidentiary-custody commitment. Any retrieval, migration, conversion or assistance outside the agreed scope requires a separate arrangement accepted by Lapis. This paragraph does not diminish a data-return, retention, deletion or assistance obligation imposed by applicable law, the applicable data-processing agreement or a controlling signed agreement.

5A. Service Materials and Permitted Use

Customer may use Service Materials supplied under a paid engagement for its business purposes in accordance with the applicable Order, subject to payment in full, third-party rights and the restrictions in these Terms. No assignment of Lapis's underlying intellectual property or warranty of exclusivity is implied.

Lapis may process Customer Data and Service Materials to perform the applicable engagement. Acceptance of these Terms does not, by itself, authorise use of identifiable Customer Data or Customer's Confidential Information for unrelated development or public disclosure. Any additional use must be separately authorised, consistent with applicable law and any applicable data-processing agreement. Section 5 governs permitted aggregated and de-identified use.

Conditional Use and Background Rights. The permission to use paid Service Materials does not transfer ownership of the Services, Documentation, underlying materials, reusable elements, methods, know-how or other intellectual property retained by Lapis or its licensors, including modifications or improvements to those items. Where such an item is incorporated into a Service Material, Customer may use it only as part of that Service Material and only to the extent necessary for the use expressly permitted by the applicable agreement. Customer shall not extract, separately commercialise, sublicense or represent that it owns such an item. A right to receive a deliverable does not imply a right to receive source materials, working files, internal records or other materials not expressly included in the agreed scope.

No Uniqueness, Registration or Clearance Undertaking. Unless a controlling signed agreement expressly provides otherwise, Lapis does not promise that Service Materials will be unique, exclusive to Customer, registrable, protectable or capable of being used without obtaining additional rights or making changes. Similar material may lawfully be available to other persons. Delivery does not constitute an intellectual-property search, title opinion, infringement clearance, legal review or assurance that a governmental body, registry or third party will accept or protect the material. Customer shall obtain any clearance or professional advice required for its intended use and shall not assert ownership over material beyond rights it lawfully holds.

Third-Party and Use Restrictions. Rights in an included third-party item remain subject to that person's rights and any applicable limitations communicated for the item. Customer shall not use a Service Material in a way prohibited by the applicable Order, lawful usage restrictions or these Terms, or imply that delivery authorises an endorsement, licence, permission or release from an unrelated person. Nothing in this Section grants a broader right to use Customer Data or Confidential Information than the applicable agreement otherwise permits.

5B. Customer Responsibilities and Results

Customer is responsible for its business decisions; the legality, accuracy and substantiation of claims and materials it approves or uses; and compliance with applicable law and third-party requirements. Customer shall review Service Materials for suitability before use and promptly communicate any restriction, error or required change.

Lapis does not guarantee any financial, commercial or other result, the accuracy or completeness of an estimate or report, approval by any third party, or uninterrupted availability of any external account or service. Estimates and reported results may be affected by incomplete information, external conditions and differing measurement methods. Reliance on Service Materials is at Customer's risk, subject to obligations expressly agreed in a signed agreement and applicable law.

Any authority for Lapis to act on Customer's behalf shall be limited to the scope, approvals and financial limits set out in the applicable Order or other written authorisation. Customer retains ownership and responsibility for its external accounts and shall maintain the access reasonably required for performance. Withdrawal of access, an instruction to pause activity or discontinuance of use does not cancel an engagement or relieve payment obligations.

Review and Reliance. Service Materials may contain errors, omissions, inaccuracies, bias, mistranslations or culturally inappropriate material. Customer is solely responsible for checking accuracy, completeness, language, legality, substantiation and suitability before use, and for decisions made in reliance on such material. Statements, estimates and recommendations are not a substitute for independent professional advice. Subject to applicable law and any controlling signed agreement, Customer assumes the risks of its reliance, publication and other use, including underperformance, wasted expenditure, missed deadlines, failed delivery and third-party rejection or account restrictions.

External Accounts and Access. Customer shall maintain valid external accounts, comply with their applicable terms and policies, and provide and maintain the permissions reasonably required for the agreed Services, including administrator-level or equivalent access where required by the engagement. Customer retains responsibility for its accounts and their security. Lapis does not control an independent provider's availability, policies or security and, to the fullest extent permitted by law, is not responsible for loss caused by that provider's acts, omissions, rejection, suspension or interruption. If Lapis cannot implement an authorised pause or withdrawal because access is unavailable, Customer shall promptly implement it upon request and remains responsible for authorised charges incurred before it takes effect. Revoking access does not cancel an engagement or relieve payment obligations.

Approvals and Customer Dependencies. Customer shall appoint persons capable of making timely decisions, supply accurate and complete information reasonably required for the agreed scope, and communicate approvals, objections and material restrictions clearly. Customer is responsible for confirming that an approval is within its legal and commercial authority and for the consequences of an instruction it authorises. Silence does not constitute an approval unless a controlling signed agreement expressly establishes that consequence. Lapis is not required to infer an uncommunicated restriction or act outside the agreed scope to compensate for incomplete, late, contradictory or withdrawn instructions. A requested change to scope, assumptions, sequence or authorised activity requires agreement where it affects Lapis's commitments; a request alone does not amend the applicable Order.

Independent External Services. Customer's relationship with an independent external provider remains governed by the terms applicable between Customer and that provider. Customer shall obtain and maintain any required licence, permission, account standing and approval, and shall be responsible for restrictions imposed on its account by that provider. Lapis does not undertake to prevent a provider from changing its terms, policies, prices, availability, access requirements or treatment of Customer, or to obtain reinstatement or compensation after that provider takes action. A provider's delay, rejection or restriction does not expand Lapis's agreed scope or create a warranty of an outcome. Any liability allocation remains subject to Sections 10 and 11, applicable law and a controlling signed agreement.

Authority Is Limited and Prospective. Customer's authorisation permits only the agreed activity within the stated scope and financial limits. Lapis has no implied authority to incur an unapproved increase, make a representation or commitment in Customer's name, settle a dispute for Customer, or supply legal, tax or other regulated advice. Customer shall promptly identify and implement any action reserved to Customer, including action required to stop activity where Lapis lacks the necessary access. A change or withdrawal of authorisation operates prospectively to the extent reasonably capable of implementation and does not extinguish obligations or authorised costs already incurred or irrevocably committed.

5C. Third-Party Materials and Rights

Materials originating with third parties remain subject to their owners' rights and applicable terms. Availability of such material does not constitute a representation that Customer may copy, adapt, distribute or otherwise use it. Customer is responsible for obtaining required permissions and for its use of third-party material.

To the fullest extent permitted by law, Lapis makes no warranty as to the accuracy, completeness, availability or permissible use of third-party material. Claims arising from Customer's unauthorised use are subject to Section 12.

Customer is solely responsible for material it copies, adapts, derives from or creates in reliance on third-party material, including material merely inspired by it. Public availability does not establish permission, ownership or clearance. Customer represents that its use will not infringe third-party rights, and the indemnity in Section 12 applies to resulting claims.

No Grant by Availability or Reference. The inclusion of a reference, link, name, illustration or other third-party material does not establish that Lapis owns the material, endorses its source, has verified a claim made by that source, or can grant permission on the owner's behalf. Customer shall not remove required attribution, misrepresent origin or assume that modification, combination, inspiration or partial copying eliminates another person's rights. An assertion that material is publicly accessible does not relieve Customer of its clearance obligations. Customer shall promptly discontinue an affected use when required by law or by a binding restriction applicable to that use, and shall obtain the permissions needed for any substitute use it requests.

5D. Publication and External Use

Customer is responsible for any publication or external use it authorises. Lapis may disclose or distribute Customer Data or Service Materials externally only as necessary to perform Customer's authorised instructions, as otherwise permitted by the applicable agreement, or as permitted or required by law.

No general right to publish Customer's Confidential Information, identifiable Customer Data or non-public results is granted merely by using the Services. Any additional promotional use requires Customer's authorisation, except for Customer Marks as expressly provided in Section 6A.

Where external or promotional use is separately authorised, Lapis may select, feature, moderate or remove the authorised material in its discretion within the scope of that authorisation. Lapis has no obligation to publish or continue displaying any material. Any additional inspection or approval right must be expressly agreed; no such additional right is implied by an authorised use. This provision does not expand the authorisation or permit disclosure of Confidential Information or unlawful processing of personal data.

Limits of Publication Authority. Customer shall specify any lawful restriction on audience, territory, duration, attribution or approved form that is material to an authorised external use before that use is undertaken. Customer warrants that it has the rights and approvals necessary for the disclosure or distribution it instructs. An authorisation does not require Lapis to continue an unlawful, infringing or otherwise prohibited use. Lapis may decline or discontinue affected publication in accordance with the applicable agreement and these Terms. A request to withdraw material does not imply that Lapis can recall copies lawfully distributed, remove material under another person's control or prevent independent republication; any assistance or removal obligation remains subject to applicable law and a controlling signed agreement.

No Implied Endorsement. Customer shall not use Lapis's name, marks, personnel names or statements to suggest sponsorship, certification, approval of Customer's claims or endorsement of Customer's business without Lapis's prior written authorisation. Customer's permission to use Service Materials does not itself include permission to issue a joint announcement or attribute a legal, regulatory or professional opinion to Lapis.

6. Intellectual Property

Lapis and its licensors retain all right, title and interest in the Services, Documentation, underlying materials, methods, know-how, improvements and related intellectual property. Except for rights expressly granted in these Terms or an applicable signed agreement, no rights are transferred or granted, whether by implication, estoppel or otherwise.

Customer grants Lapis a perpetual, irrevocable, worldwide, royalty-free right to use feedback and suggestions without restriction or compensation, provided that this right does not authorise disclosure of Customer's Confidential Information or unlawful processing of personal data. Customer shall not remove proprietary notices or extract or exploit Lapis's proprietary materials independently of the authorised Services.

Reservation; No Work-Made-for-Hire Implication. Except to the extent an express assignment is set out in a controlling signed agreement, the performance of Services or delivery of Service Materials does not establish a work-made-for-hire arrangement or an assignment of intellectual property to Customer. Payment for work, participation in a discussion, a request for a change, or a suggestion does not confer ownership of Lapis's retained materials or improvements. An ownership interest Customer has in its own Customer Data does not extend to Lapis's independently owned or developed materials merely because those materials are used in the engagement. Nothing in this paragraph diminishes an express right granted under Section 5A or a controlling signed agreement.

Feedback Authority. Customer represents that it may lawfully provide any feedback or suggestion it supplies and grant the rights described in this Section. Customer shall not provide another person's confidential information as unrestricted feedback. Lapis has no obligation to implement, acknowledge, attribute, compensate for or continue using a suggestion. The feedback permission remains subject to the existing protections for Customer's Confidential Information and personal data and does not create a general licence to repurpose that information.

Protection and Notices. Customer shall preserve applicable proprietary notices on permitted copies and promptly notify Lapis if Customer becomes aware of unauthorised disclosure or use of Lapis's non-public materials arising through Customer or its Authorised Users. Customer shall reasonably cooperate in addressing such misuse without assuming authority to make admissions or settle a claim on Lapis's behalf. Customer shall not register, claim ownership of or assist another person to register Lapis's marks or confusingly similar identifiers, or contest Lapis's retained rights by relying solely on Customer's access to the Services. This paragraph does not restrict a challenge or other conduct that applicable law does not permit the parties to prohibit.

6A. Use of Customer Marks in Marketing

Subject to a conflicting provision in a signed agreement, Customer grants Lapis a non-exclusive, worldwide, royalty-free licence to display Customer's name and business marks solely to identify Customer as a customer of Lapis. Customer retains ownership of its marks, and associated goodwill inures to Customer. This permission does not authorise disclosure of Confidential Information, non-public results or a claim of endorsement.

Customer may revoke this licence on thirty days' written notice to contact@trylapis.com. After that period, Lapis shall cease new uses but need not recall materials already distributed. Any broader case study, testimonial or disclosure requires separate authorisation.

Authority and Permitted Identification. Customer represents and warrants that it has authority to grant the licence in this Section for the names and marks it makes available for identification and shall promptly notify Lapis of a material restriction or a loss of that authority. Within the existing licence, identification may appear in Lapis's website, customer lists, sales presentations, marketing materials, business communications and investor communications, provided that the use remains solely for identifying Customer as a customer and does not disclose Confidential Information, non-public results or imply an endorsement. Customer may provide reasonable written brand-use directions consistent with the granted identification right. Any broader use remains subject to separate authorisation.

Revocation and Existing Materials. Customer's revocation applies to the identification licence prospectively in accordance with the notice period above and does not retrospectively make a previously authorised use a breach. Lapis need not recall material already distributed or cause an independent third party to remove a copy outside Lapis's control, except as required by law or a controlling signed agreement. Revocation of this limited identification permission does not, by itself, terminate an engagement, affect amounts due or withdraw a separate authorisation according to terms that govern that authorisation.

7. Subscription Plans, Fees, and Payment

The applicable Order or Subscription Plan specifies the scope, committed term, fees, budgets and other payment obligations. Customer shall pay all amounts in advance. The initial invoice is due upon receipt; renewal amounts must be received in cleared funds before the renewal term begins; and approved additional activity must be paid before it begins. An attempted, pending, failed or reversed payment does not constitute payment. Customer shall maintain current billing details and authorises agreed charges to its designated payment method.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL COMMITMENTS ARE NON-CANCELLABLE DURING THE COMMITTED TERM AND ALL AMOUNTS PAID ARE NON-REFUNDABLE. There shall be no refund, credit, proration or rollover for unused Services, unused funds, partial periods, non-use, delayed onboarding, suspension or termination. Amounts paid for an applicable term, including unused funds, are retained by Lapis, except as required by law or expressly provided in a signed agreement. These provisions do not authorise duplicate billing for the same third-party cost and are subject to the correction of amounts never properly due as described below.

Unless the applicable Order or a controlling signed agreement provides otherwise, the engagement automatically renews for successive terms of equal duration unless either party gives notice of non-renewal at least five days before the current term ends under Section 13. A late notice takes effect at the end of the following term. Non-renewal does not cancel a current commitment.

Customer is responsible for applicable taxes, duties and assessments other than taxes on Lapis's net income. Lapis may change fees or introduce new charges for a future renewal on at least thirty days' notice, subject to the applicable signed agreement and mandatory law. Continued use after the notified effective date constitutes acceptance to the extent permitted by law and subject to any required acceptance procedure. Customer shall promptly give written notice of a good-faith billing dispute, stating its basis in reasonable detail, and shall pay all undisputed amounts when due. Lapis may suspend unpaid Services as provided below; suspension does not defer amounts due or extend a term.

Payment Administration and Reversals. Customer shall ensure that its designated payment method is valid, funded and authorised for the amounts properly due. A purchase-order requirement, internal approval process, change of personnel, failure to receive a courtesy reminder or dispute with a person acting for Customer does not defer a payment date already established by the applicable agreement. Lapis is not required to extend credit, advance funds for Customer or continue performance in reliance on an uncompleted payment. Acceptance of a partial or late payment does not waive the balance, a future advance-payment requirement or an existing default. If a payment is subsequently reversed, dishonoured or recovered, the corresponding obligation remains unpaid to the extent the amount was properly due, subject to applicable law and the resolution of any good-faith dispute.

Billing Disputes. A billing dispute shall identify the affected invoice, the specific amount contested, the factual basis for the objection and reasonably available supporting records. The parties shall cooperate in good faith to reconcile the disputed item. Customer shall not withhold amounts that are not genuinely in dispute or deduct an unrelated claim from an invoice unless a controlling signed agreement or applicable law permits it. Giving notice of a dispute does not itself establish that the disputed charge is invalid or require Lapis to advance funds or perform activity for which advance payment has not been received. This paragraph does not restrict a mandatory payment-dispute, chargeback or other statutory right, require payment of a charge not properly incurred, or prevent correction of an error.

Reconciliation and Duplicate Charges. Where Customer has already paid the same authorised third-party cost directly or through Lapis, the amount shall be taken into account in the reconciliation for that cost. A reconciliation does not create an entitlement to reuse an expired budget, apply an expired balance to a different term or obtain a refund otherwise excluded by these Terms. An amount established to have been charged in error or twice for the same obligation shall be corrected through an appropriate adjustment or repayment, subject to applicable law. Distinct agreed service fees and authorised third-party costs are separate obligations and are not duplicate charges merely because they relate to the same engagement.

Authority and Changes. A budget, scope or payment increase requires the written approval required by the applicable Order and these Terms. Neither a general request for improved results nor a request for urgent performance authorises expenditure beyond an agreed financial limit. Customer shall identify persons authorised to approve commercial changes and promptly notify Lapis when their authority ends. Lapis may require confirmation of an instruction before committing additional resources and has no obligation to implement an unaccepted change. An approved change does not retrospectively reduce amounts or commitments properly incurred before it takes effect.

Taxes and Payment Instructions. Customer shall provide information reasonably necessary to determine applicable transaction taxes and any valid exemption before invoicing. If withholding is required by law, Customer shall notify Lapis and provide evidence of the amount remitted to the competent authority; the parties shall cooperate in obtaining any lawfully available exemption or reduction. No withholding or additional gross-up obligation is created except as provided by applicable law or the applicable Order. Customer shall use the payment instructions supplied through the agreed billing process and independently confirm a purported change to those instructions through a previously established contact method before acting on it.

Corrections of Amounts Not Due. Correction or repayment of an amount established never to have been properly due or collected twice for the same obligation is not a refund of a properly due prepaid commitment. Such a correction does not include a refund of valid fees, unused or expired budgets, non-use, or a valid commitment affected by Customer delay, suspension or termination. It does not itself create a right to consequential loss, a promised outcome or compensation beyond the amount actually required to correct the established error, subject to applicable law.

7A. Credits

Where an applicable Order expressly provides credits or other prepaid usage entitlements, they may be used only within the agreed scope and validity period. Unless the Order states otherwise, separately purchased credits expire 360 days after purchase and included periodic credits expire at the end of the applicable billing period.

Credits are non-transferable, non-refundable, have no cash value and do not roll over. Upon termination or downgrade of the Account or applicable engagement, unused credits are forfeited immediately, except as required by law or expressly agreed in writing. No credit-based entitlement is implied for an engagement that does not expressly provide one. Changes to applicable consumption rates require at least thirty days' notice and are subject to a controlling signed agreement.

Nature and Allocation of Entitlements. Credits and other prepaid entitlements represent only the contractual right to request eligible use within the applicable scope and validity period. They are not a deposit account, stored cash, an ownership interest or a promise of future economic value. An entitlement attached to one Account, offering or term may not be transferred to another or used to satisfy a separate invoice unless Lapis expressly agrees in writing. No extension, reinstatement, conversion or exception arises from non-use, a change of personnel or an expectation that an entitlement would remain available.

Authorised Use and Corrections. Customer is responsible for use made by its Authorised Users and shall promptly report a suspected error or unauthorised use. Lapis may investigate a disputed balance and correct a demonstrated accounting error without creating an entitlement to additional value. A change to consumption rates shall operate in accordance with the notice and contractual requirements above and shall not retrospectively increase the charge for use already completed. A statutory remedy or an express entitlement under a controlling signed agreement remains effective.

7B. Team Accounts

Customer is responsible for appointing administrators, granting appropriate permissions and ensuring that all Authorised Users comply with these Terms. Instructions given by an authorised administrator may be relied upon as Customer's instructions. Customer shall promptly remove access when an individual's authority ends.

Information may be accessible to administrators and other users within Customer's authorised permission structure. Customer is responsible for its internal access decisions. Customer is fully responsible for the acts and omissions of its Authorised Users as if they were Customer's own. Lapis may suspend or terminate the entire team Account if any Authorised User breaches these Terms. To the fullest extent permitted by law and subject to a controlling signed agreement, Lapis is not responsible for Customer's internal access decisions or misuse by Customer's Authorised Users. Removal of a user does not require deletion of business records or other information retained under the applicable agreement, the Privacy Policy or law.

Administrative Authority. Customer shall establish internal authority for account administration and commercial approvals and resolve disputes among its owners, personnel and representatives. Lapis may reasonably rely on instructions from the administrator or other representative Customer has designated for the relevant action, unless Lapis has received effective notice that the authority has ended or otherwise knows that the instruction is unauthorised. Administrative access alone does not expand a person's spending authority beyond the applicable Order or a written designation from Customer. Lapis may request evidence of authority and temporarily defer a disputed instruction while that evidence is assessed.

Personnel Changes and Internal Disputes. Customer shall promptly update administrator details, revoke access that is no longer appropriate and communicate restrictions relevant to the engagement. A dispute about employment, ownership, ownership of an email address or internal access rights does not require Lapis to determine the parties' underlying legal rights. Lapis may require a consistent instruction from a person with demonstrated authority, a binding agreement or competent legal process before making a contested change. Any interim restriction shall be handled under Section 13 and shall not grant Lapis a right to use Customer Data outside the applicable agreement.

7C. Third-Party Marketplace Purchases

A purchase made through an authorised third-party channel is subject to these Terms and any additional terms expressly accepted for that purchase. Only the scope and entitlements expressly confirmed for that purchase apply. No third-party statement binds Lapis unless Lapis has authorised it in writing.

Any description of access as "lifetime" refers solely to the commercial operating life of the applicable offering, subject to the accepted purchase terms and applicable law. These Terms do not retroactively withdraw a refund, cancellation or other right expressly granted under binding purchase terms. A signed agreement and mandatory law retain priority.

Subject to applicable law and binding purchase terms expressly accepted by Lapis, Lapis may determine the scope and entitlements of an authorised third-party offering, which may differ from other offerings, and may modify included entitlements without eliminating the core functionality promised for that purchase. If the applicable offering is discontinued entirely, any access described as lifetime ends with it. Except where Lapis expressly agrees otherwise or applicable law requires, these Terms control over inconsistent terms imposed solely by a third-party seller.

Verified Purchase and Scope. Customer shall retain evidence of its purchase and provide information reasonably necessary to confirm the purchaser, applicable entitlement and accepted purchase terms. A resale, transfer, promotion, coupon, bundle or representation by an unauthorised seller does not expand Lapis's obligations. Entitlements purchased through one channel do not automatically apply to a different Account, engagement, term or offering. Additional purchases or changes require Lapis's acceptance and the applicable payment.

Seller Administration and Mandatory Rights. Where the accepted purchase arrangement assigns collection, refunds or account administration to an independent seller, Customer shall follow that arrangement for matters administered by the seller. Lapis does not assume an independent seller's separate promises or payment obligations merely because the seller refers to Lapis. This allocation does not excuse an obligation Lapis has expressly accepted, eliminate a binding purchase right or require Customer to pursue a seller as a condition to exercising a non-waivable right against Lapis.

7D. Enterprise Engagements

This Section applies to an enterprise engagement accepted by Lapis. The applicable Order governs its scope, approvals, financial limits and committed term. Unless the applicable Order or a controlling signed agreement provides otherwise, each term is one month commencing on the agreed effective date, regardless of subsequent payment, onboarding or commencement delays. Each renewal begins on the corresponding monthly anniversary; where that day does not exist, the last day of the month applies.

Customer may not cancel a committed term or reduce its approved commitment during that term. A proposed reduction for a future term must be accepted in writing before that term begins and before its advance invoice is paid, subject to any privately agreed minimum. An increase requires written approval and advance payment. Existing irrevocable commitments remain payable. Applicable fee rates and minimums are set out in the Order and are not established by these Terms.

Each prepaid budget or entitlement applies only to its term. Unused amounts do not roll over, create a credit or reduce a later obligation. Lapis does not guarantee full utilisation of any budget or a particular result. Third-party charges incurred within Customer's authority remain Customer's responsibility, subject to reconciliation against payments already received for the same charges.

Lapis shall not commence or resume affected activity until payment is received in full in cleared funds and required access is available. Lapis shall suspend affected Services and submit available pause instructions if renewal payment is not received before renewal or required access is unavailable. Customer shall promptly act on any pause instruction it must implement itself. Customer remains responsible for authorised charges incurred before a pause takes effect. Customer-caused delays do not extend the term or create a refund, credit, proration or rollover.

Renewal Commitments. The approved recurring budget and other payment commitments remain unchanged for each renewal term unless a change is accepted in writing in accordance with the applicable Order and these Terms. Renewal at the same commitment creates a new advance-payment obligation for the new term. A proposed reduction does not reduce obligations for a term already begun or paid, or authorised costs already irrevocably committed. Payment must be confirmed received and the applicable invoice recorded as paid and settled before affected activity commences or resumes; an attempted, pending, failed or reversed payment is insufficient.

Dependencies and Scheduling. Customer shall provide timely, accurate and complete instructions, materials, approvals, access and cooperation reasonably required by the agreed scope. Dates dependent on those items are subject to their timely receipt. Lapis may revise the affected timetable reasonably to reflect Customer's delay, a material change in instructions, an interruption outside Lapis's control or the availability of required third-party approvals. No instruction to pause, defer or reorder work cancels a committed term or releases accrued obligations. An extension, make-good, service credit or replacement period is owed only if expressly provided in a controlling signed agreement or required by applicable law.

Written Scope and Approvals. An engagement includes only the activities, deliverables, approvals, financial limits and term accepted in the applicable Order and any effective written change. An illustration, discussion, estimate or prior engagement does not add a deliverable or establish an acceptance criterion for a later engagement. Customer shall identify any mandatory approval condition before authorising the relevant activity. Silence does not constitute approval of additional expenditure, publication or use of Customer's Confidential Information. Lapis may decline or defer an instruction that conflicts with the agreed scope, required permissions, applicable law or third-party requirements.

Operational Limits and Pause Instructions. An instruction to pause or change authorised activity may be subject to processing time and commitments already made within Customer's authority. Lapis does not guarantee that an independent recipient will implement the instruction immediately or reverse an action already completed. Customer shall assist in implementing an authorised pause where its action is required and shall not obstruct implementation by withdrawing access prematurely. Amounts sought for prior activity must remain within Customer's authority and be reconciled against payments already made for the same costs. This paragraph does not authorise activity above an approved budget or relieve Lapis of an express obligation under a controlling signed agreement.

Resumption and Completion. Resumption requires the applicable payment, access and other lawful conditions for performance to have been restored and any security or compliance concern reasonably addressed. Payment alone does not require Lapis to resume activity that remains unlawful or otherwise prohibited under these Terms. Subject to the applicable Order, resumed performance may require a reasonable scheduling period and does not create a new term or extend the existing term automatically. A report, reconciliation or other close-out activity delivered after a term ends does not constitute renewal or authorise further expenditure.

8. Trials, Betas, and Free Features

Any evaluation, trial, preview or no-charge access is provided solely on the scope and conditions Lapis specifies. To the fullest extent permitted by law, it is provided "AS IS" and "AS AVAILABLE," without warranty, support commitment or obligation to continue. Lapis may restrict or discontinue such access at any time. No evaluation establishes a commitment to provide future functionality or a production service level.

Evaluation Limits. Evaluation, trial, preview and no-charge access is limited to the purpose, duration, persons and conditions Lapis authorises. It does not include a right to use the Services for a production dependency, provide access to another business, carry unused evaluation entitlements into a paid engagement, or continue access after the evaluation ends unless Lapis expressly agrees in writing. The acceptable-use, confidentiality, intellectual-property, Customer Data and other applicable provisions of these Terms continue to apply during that access. Customer shall not supply restricted information or rely on evaluation materials for a use inconsistent with the stated evaluation scope.

No Commitment to Release or Continue. Customer acknowledges that an evaluation may be incomplete, may change, may be withdrawn and may differ from any subsequently offered service. Lapis is not obligated to release an evaluated item, preserve its form, support a particular use or enter into a paid engagement. Customer shall not make a purchase decision dependent on an uncommitted release or continuation. An evaluation does not amend an existing Order, expand a paid entitlement or establish pricing or commercial terms for a later engagement. Any paid engagement requires the applicable commercial arrangement accepted by the parties; these provisions do not create an automatic paid conversion or a new payment obligation.

Evaluation Decisions and Information. Customer is responsible for deciding whether and how an evaluation is appropriate for its own business and for maintaining records and copies needed independently of that evaluation. Unless expressly agreed in a controlling signed agreement, Lapis undertakes no additional migration, recovery, compatibility, retention or support commitment merely by permitting evaluation access. Lapis's non-public evaluation materials and results remain subject to the confidentiality and disclosure restrictions applicable under these Terms. Nothing in this Section excludes a duty imposed by non-waivable law, changes the Privacy Policy, or overrides an express provision of a controlling signed agreement.

9. Confidentiality

"Confidential Information" means non-public information disclosed by or on behalf of a party that is designated confidential or should reasonably be understood to be confidential. Lapis's Confidential Information includes non-public commercial terms, Documentation, methods, supplier arrangements, systems and operational information. Customer's Confidential Information includes non-public Customer Data and business information.

The receiving party shall use Confidential Information only to perform or exercise rights under the applicable agreement; protect it using at least the degree of care it uses for its own similar confidential information and, in all events, at least reasonable care; and disclose it only to persons with a need to know who are subject to appropriate confidentiality duties. Neither party may publish the other's Confidential Information without written authorisation.

These duties do not apply to information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully obtained without restriction from a third party. Required legal disclosures are permitted, with prior notice and reasonable cooperation where lawful. Nothing restricts protected reports to government authorities or other legally protected communications. These duties survive expiration or termination for so long as the information remains Confidential Information, and for trade secrets while protected as trade secrets, subject to applicable law and any controlling signed agreement.

Permitted Recipients and Responsibility. A receiving party shall limit disclosure to its personnel, professional advisers and other persons reasonably required for the permitted purpose, and only to the information reasonably necessary for that purpose. The receiving party is responsible for compliance by persons to whom it discloses Confidential Information, except to the extent those persons are independently subject to professional duties or applicable law provides otherwise. Disclosure does not transfer ownership or grant a licence beyond the rights expressly provided in the applicable agreement. A party's financial condition, privately agreed fees, unpublished communications and non-public evaluations remain protected when they meet the definition above.

Compelled Disclosure. Where a receiving party is legally compelled to disclose Confidential Information, it shall, to the extent lawful and reasonably practicable, promptly notify the disclosing party, reasonably assist efforts to obtain confidential treatment and disclose only the portion required. The disclosing party shall bear the reasonable additional expense of protective steps it requests, unless otherwise agreed or required by law. The receiving party is not required to disobey legal process, waive its rights or incur sanctions. No notice or permission requirement applies where it would prohibit or impede a legally protected report or communication with a competent authority.

Exceptions and Incident Cooperation. The receiving party bears the burden of demonstrating that an exception above applies. A combination of confidential elements does not become non-confidential merely because individual elements are public, unless the relevant combination is also lawfully public. On learning of an unauthorised use or disclosure within its responsibility, the receiving party shall take reasonable steps to stop further unauthorised use and cooperate in addressing it, subject to applicable law and the relevant agreement. This paragraph does not substitute for any separate legally required incident notice.

Return, Destruction and Preserved Records. Upon a valid written request following expiration or termination, the receiving party shall return or destroy Confidential Information to the extent required by the applicable agreement and law. Records reasonably retained for legal compliance, an actual dispute, preservation of legal rights or ordinary protected archival purposes remain subject to confidentiality and applicable retention restrictions. This provision does not authorise indefinite retention of personal data contrary to law, delay a mandatory deletion obligation or enlarge a lawful basis for processing. Personal-data return and deletion are governed by the applicable data-processing agreement, lawful instructions and Privacy Policy.

10. Warranties and Disclaimers

EXCEPT AS EXPRESSLY PROVIDED IN A SIGNED AGREEMENT OR REQUIRED BY NON-WAIVABLE LAW, THE SERVICES, DOCUMENTATION AND SERVICE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." LAPIS AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Lapis makes no representation or warranty that the Services or Service Materials will meet Customer's requirements, be accurate, complete, secure, uninterrupted or error-free, achieve an outcome, or receive third-party approval. No estimate, statement or informal communication creates a warranty or modifies a signed agreement. Customer is responsible for independent review and professional advice appropriate to its use. This Section does not limit obligations that applicable law prohibits Lapis from excluding.

Subject to applicable law and an express controlling signed agreement, Customer assumes all risk associated with its use of and reliance on Service Materials, including their accuracy, legality, suitability and the results of any decision or action based on them. These disclaimers supplement the specific risk allocations in Section 5B and the limitations in Section 11.

No Implied Commitments. Unless a controlling signed agreement expressly states otherwise, no support response time, service level, delivery deadline, compatibility commitment, regulatory approval, certification, audit result or continuing availability obligation is promised by these Terms. A voluntary accommodation, correction, explanation or attempt to assist does not establish a warranty, admission, recurring obligation or agreed remedy. Customer's approval or use of material does not transfer to Lapis a compliance duty that these Terms allocate to Customer.

Limits of Evaluation. Customer shall determine before relying on the Services whether the agreed scope, contractual protections and available materials are sufficient for its intended business use. Lapis does not undertake to identify every legal, commercial, regulatory or other consequence of that use. Customer shall obtain independent advice and any additional written arrangements needed for a specially regulated activity. These allocations do not override an express signed commitment or an obligation that applicable law does not permit Lapis to exclude.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LAPIS, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND LICENSORS SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, CUSTOMER DATA OR SERVICE MATERIALS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF LOSS.

WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY LAW, THE FOREGOING PERSONS SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, GOODWILL OR DATA; WASTED EXPENDITURE; OR THIRD-PARTY CHARGES OR CLAIMS. IF AN EXCLUSION OF LIABILITY IN THIS SECTION IS UNENFORCEABLE AS TO A CLAIM, THE AGGREGATE LIABILITY OF THE FOREGOING PERSONS FOR ALL SUCH CLAIMS SHALL NOT EXCEED US$100, EXCEPT TO THE EXTENT A HIGHER AMOUNT IS REQUIRED BY NON-WAIVABLE LAW.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, gross negligence or any other liability to the extent it cannot lawfully be excluded or limited. A controlling signed agreement retains priority under Section 18. Subject to those qualifications, these limitations apply notwithstanding failure of an essential purpose of a remedy and constitute an agreed allocation of risk reflected in the parties' commercial arrangements.

Single Aggregate Limit. To the extent the US$100 fallback limitation applies, it is one aggregate limit for all applicable claims arising out of the parties' relationship under these Terms and all affected Orders, collectively against Lapis and all other protected persons identified above. It is not a separate limit for each incident, claim, legal theory, remedy, invoice, Account, Authorised User, claimant acting through Customer or protected person. Multiplying claims or naming additional protected persons does not multiply the limit to the extent these Terms lawfully bind the relevant claimant. A different limitation expressly established by a controlling signed agreement applies to the claims it governs, and no provision here reduces a higher amount required by non-waivable law.

Protected Persons and No Duplicate Recovery. The persons expressly protected by this Section may invoke its exclusions and limitations as intended beneficiaries to the extent permitted by law. Customer shall not recover the same loss more than once through different causes of action, proceedings or persons responsible for that loss. No claimant acquires greater rights merely by describing a loss subject to this Section as a reimbursement, indemnity, restitutionary claim or other form of monetary relief, except to the extent a controlling signed agreement or mandatory law requires that result.

Construction. Each exclusion and limitation operates independently to the extent permitted by law. Invalidity of one does not itself invalidate a different exclusion or limitation. These provisions do not exclude a mandatory remedy, prohibit a lawful regulatory complaint, cap Customer's payment obligations or create an obligation to compensate Customer where none otherwise exists. A request for equitable relief remains subject to Section 17, applicable law and the requirements for that relief.

Amounts Never Properly Due. This Section does not limit correction or repayment under Section 7 of an amount established never to have been properly due or collected twice for the same obligation. Such correction is not damages or a refund of a properly due prepaid commitment. This clarification does not expand a remedy for a performance complaint, unused entitlement or other loss subject to the exclusions and limitations above, and remains subject to any remedy required by non-waivable law.

12. Indemnification

To the fullest extent permitted by law, Customer shall defend, indemnify and hold harmless Lapis, its affiliates and their respective officers, directors, employees and agents against third-party claims, liabilities, damages, penalties, costs and reasonable legal fees arising out of Customer Data; Customer's instructions, business activities or use of the Services or Service Materials; acts or omissions of Authorised Users; or Customer's breach of these Terms, its compliance representations, applicable law or third-party rights, including failure to obtain permissions, notices, consents or lawful instructions required of Customer. This obligation does not apply to the extent a claim arises from conduct for which applicable law prohibits indemnification.

Lapis shall give reasonably prompt notice of a claim, provided delay relieves Customer only to the extent materially prejudiced. Customer shall use competent counsel reasonably acceptable to Lapis. Lapis may participate in or elect to assume control of the defence with its own counsel at its own expense, without relieving Customer of its applicable indemnification obligations. Customer shall cooperate as reasonably requested. Customer shall not settle a claim admitting fault by Lapis, imposing any obligation on Lapis, restricting Lapis's business or failing to provide a full release without Lapis's prior written consent. If Customer fails to defend, Lapis may do so and recover reasonable covered costs.

Claim Administration. Customer's defence obligation applies when the allegations, if established, would fall within the indemnity, subject to the exclusions and limits imposed by applicable law. Customer shall promptly confirm whether it will undertake the defence and keep Lapis reasonably informed of material developments. A dispute over an unrelated invoice does not excuse a covered defence. Lapis shall provide information and cooperation reasonably necessary for the defence, subject to privilege, confidentiality and applicable law; reasonable covered expenses remain subject to the indemnity. Neither party is required to disclose privileged material without an appropriate protective arrangement.

Conflicts and Protective Action. Lapis may decline proposed counsel or a proposed defence strategy on reasonable grounds, including an actual conflict of interest, inadequate qualifications or a material risk to Lapis's rights. Where urgent action is reasonably necessary before Customer can respond, Lapis may take reasonable steps to preserve rights or prevent default without waiving the indemnity. If Customer refuses or fails to provide a covered defence after notice and a reasonable opportunity appropriate to the urgency, Lapis may control the defence and seek reasonable covered costs. Lapis's voluntary election to use separate counsel at its own expense remains governed by the preceding paragraph.

Settlement and Allocation. A permitted settlement funded by Customer shall fully and unconditionally release the protected persons from the covered claim and shall not impose any payment, admission, continuing restriction or other obligation on them without Lapis's prior written consent. Lapis may reasonably reject a settlement that fails those conditions. Recoveries shall reflect amounts actually paid or incurred, without duplicate recovery. If a claim includes covered and uncovered matters, responsibility shall be allocated to the extent reasonably attributable to each, subject to applicable law and any controlling signed agreement. Nothing requires Customer to indemnify conduct for which indemnification is prohibited.

13. Suspension and Termination

Lapis may suspend or restrict affected Services or Accounts for nonpayment; insufficient required access; breach of these Terms; false or misleading information; violations of law or applicable third-party policies; threats to the security, integrity or availability of the Services; or a reasonable belief that continued use or performance creates a security, legal, regulatory, reputational or operational risk. Required suspension for nonpayment or unavailable access is not delayed by notice or a cure period. Where reasonably practicable, Lapis will notify Customer of a discretionary suspension and the conditions for resumption.

Customer has no right to cancel or terminate for convenience during a committed term, except as required by law or expressly provided in a signed agreement. Either party may elect non-renewal on at least five days' notice before the current term ends, unless the applicable Order or a controlling signed agreement specifies otherwise. Customer may give notice through an available account mechanism or to contact@trylapis.com; Lapis may give notice to Customer's designated email. A late notice is effective at the end of the following term.

Lapis may terminate for a material breach not cured within fifteen days after written notice, or on written notice if an undisputed invoice remains unpaid three days after its due date. That period does not permit unpaid Services to continue. Lapis may also terminate upon written notice for violations of law or applicable third-party policies, false or misleading information, failure to maintain required 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 termination rights. Lapis may act immediately where reasonably necessary to comply with law, address an urgent risk or a breach incapable of cure, or enforce an express immediate-termination right under these Terms. No notice or cure period delays required suspension for nonpayment or unavailable access. Mandatory rights and express termination rights under a signed agreement are preserved.

On expiration or termination, the applicable access rights cease, Customer shall stop using the Services, and accrued unpaid amounts and remaining non-cancellable commitments become due to the extent permitted by law. Customer remains responsible for authorised third-party costs incurred or irrevocably committed, without duplicate recovery. Lapis shall submit available pause instructions for activity within its control, and Customer shall cooperate with an orderly withdrawal of access. Customer Data is handled under the applicable agreement and Privacy Policy.

The no-refund and no-rollover provisions and provisions concerning payment, intellectual property, surviving licences, confidentiality, indemnification, liability limitations, dispute resolution and other provisions intended by their nature to survive shall survive.

Extent and Administration of Restrictions. Lapis may restrict the affected activity, user or Account, or the engagement as a whole where a narrower measure would not reasonably address the relevant risk. Lapis is not required to continue exposure to a material risk while investigating disputed facts. Any notice may identify reasonable conditions for resumption without disclosing information that would compromise security, violate another person's rights, breach confidentiality or prejudice a lawful investigation. Lapis shall not use this provision to avoid an obligation that mandatory law or a controlling signed agreement requires it to perform.

Cure and Resumption. A cure must actually remedy the relevant breach and, where reasonably necessary, provide credible measures to prevent recurrence. A promise to pay, a pending transfer or an assertion that a problem has ended is not itself a cure. Lapis may request information reasonably necessary to verify that payment, authority, access, compliance and other conditions for lawful performance have been restored. A suspension does not automatically terminate the agreement, extend the term or reserve a particular resumption date. If the grounds are not remedied, Lapis may exercise the applicable termination right under this Section.

Non-Renewal and Exit Cooperation. A non-renewal notice shall reasonably identify Customer and the engagement to which it applies. Customer shall not assume that silence, non-use, removal of a user, withdrawal of a payment method, revocation of access or a request to discuss pricing constitutes effective non-renewal. Timely notice received through the permitted method remains effective without a discretionary acceptance by Lapis. The parties shall cooperate in stopping authorised activity and withdrawing access in an orderly manner. Customer shall not require continued Services, additional transition work or the creation of new materials after termination unless separately agreed or required by law.

Data and Preserved Obligations. Customer shall make any permitted request for return or export of Customer Data in accordance with the applicable agreement and shall provide a lawful destination and instructions where needed. Return, deletion and retention remain subject to the applicable data-processing agreement, Privacy Policy, lawful instructions and mandatory law. Termination does not prevent retention of records lawfully required for compliance or a valid legal hold, and does not authorise unrelated use of retained data. Lapis shall not condition compliance with a non-waivable data right on payment of a disputed fee. Settlement of an outstanding balance does not by itself restore a terminated engagement or a forfeited entitlement.

14. Export and Sanctions Compliance

Customer represents that neither it nor a person acting on its behalf is a prohibited party or located in a jurisdiction where provision of the Services is prohibited. Customer shall comply with applicable export-control and sanctions laws and shall not permit a prohibited use, transfer or access.

Customer shall not cause or permit access by a prohibited person, conceal the identity or location of a relevant user or counterparty, or use an intermediary to evade a restriction applicable to the Services. Customer is responsible for approvals and licences legally required of it and shall notify Lapis promptly if a change in ownership, control, location, activity or legal status makes its existing compliance representation materially inaccurate.

Lapis may request information reasonably necessary to assess a legal restriction and may decline, suspend or terminate prohibited performance under Section 13. No provision requires Lapis to obtain a licence, seek an exemption or perform a transaction prohibited by law. Any payment, refund, return of property or disclosure affected by a legal restriction shall be handled only in the manner applicable law permits; the restrictions in this Section do not authorise unlawful retention or disposal.

15. U.S. Government Rights

The Services and Documentation are commercial products and commercial computer software and documentation within the meaning of applicable United States acquisition regulations. Government use, reproduction and disclosure are subject to these Terms and applicable restrictions under 48 C.F.R. Sections 12.212 and 227.7202, as applicable.

A person procuring for a governmental body shall identify that capacity and any mandatory procurement requirements before Lapis accepts the Order. Additional agency terms, flow-down clauses, audit rights, security requirements or rights in data bind Lapis only to the extent required by applicable law or expressly accepted in a controlling signed agreement. No person may enlarge Lapis's obligations by an unauthorised representation that Lapis has accepted a governmental requirement, and no restriction here overrides a requirement that law makes mandatory.

16. Modifications to Terms

Lapis may revise these Terms. For a material change affecting existing rights or obligations, Lapis will provide at least thirty days' notice by email or a conspicuous service notice, except to the extent a different process is required by law. Changes apply prospectively from the stated effective date. Continued access to or use of the Services after that date constitutes acceptance of the revised Terms to the extent permitted by law, subject to any legally required acceptance process. This acceptance mechanism does not substitute for separate consent required for personal-data processing.

An update to these Terms does not modify or override an express provision of a separate signed agreement without an amendment satisfying that agreement's amendment requirements. Material changes to personal-data practices remain subject to the Privacy Policy and applicable law.

A proposed amendment, procurement request or notice from Customer does not modify these Terms merely because Lapis receives it, continues an existing engagement or processes a payment. Except for revisions made in accordance with this Section, a negotiated amendment must be accepted by persons authorised to bind both parties and satisfy any formality required by the controlling signed agreement. An updated general policy cannot retrospectively change an accrued payment obligation, erase a mandatory remedy or expand an existing authorisation to process or disclose Customer Data.

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. Before commencing arbitration, a party shall send written notice identifying the relevant Account, material facts, relief requested and a reasonable calculation of monetary relief. Customer shall send its notice to contact@trylapis.com, and Lapis may send notice to Customer's designated email. The parties shall attempt in good faith to resolve the dispute for thirty days after receipt. Applicable limitation periods shall be tolled during that period. This requirement does not prevent proceedings permitted by Section 17.4, a complaint to a regulator, or exercise of a right that applicable law does not permit the parties to restrict.

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. Subject to applicable law, the governing AAA rules and the arbitrator's determination of procedural fairness, hearings shall be conducted remotely, and claims suitable for disposition on written submissions shall be resolved without an in-person hearing. The arbitrator shall limit discovery, submissions and hearing time to what is reasonably necessary for a fair determination, taking account of the amount in controversy, complexity, burden and expense. The AAA's expedited procedures shall apply where available under the governing rules. Arbitration fees and costs remain subject to applicable law and those rules.

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.

Administration and Procedural Fairness. The parties shall cooperate reasonably in identifying the engagement and records relevant to a dispute, exchanging material non-privileged information and addressing any genuine dispute about jurisdiction before incurring avoidable expense. The governing AAA rules and mandatory law control filing, service, fee allocation, available fee relief and the arbitrator's authority. Neither an informal-resolution request nor a request for records requires either party to disclose privileged material, concede liability or abandon a non-waivable right. A party shall not deliberately obstruct the informal-resolution process, and nonparticipation by one party does not indefinitely prevent the other from pursuing an available claim.

Efficient Determination. Subject to the governing rules, applicable law and a fair opportunity to be heard, the arbitrator may sequence issues, decide a properly presented dispositive question and issue protective directions for Confidential Information. The parties may request a proportionate procedure appropriate to the actual dispute, without imposing an automatic restriction on evidence or discovery needed for a fair determination. The award shall state its material findings and conclusions to the extent the governing rules or law require. No procedural request permits an award inconsistent with a valid limitation of liability or a remedy mandatory law requires.

Preserved Rights and Enforcement. Seeking a permitted interim order, enforcing an award or taking a step necessary to preserve a claim does not itself waive an applicable arbitration right. A mandatory right to proceed in small-claims court, to communicate with an authority or to seek a remedy that cannot lawfully be restricted remains available. No provision imposes a contractual penalty for asserting a good-faith claim or exercising a protected right. Confidentiality does not prohibit disclosures necessary to obtain legal advice, comply with law or enforce a decision, and a party making a permitted disclosure shall limit it reasonably to the relevant purpose.

18. Miscellaneous

Entire Agreement; Order of Precedence. These Terms, referenced policies and applicable Orders constitute the entire agreement concerning the applicable Services. If Customer 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. A data-processing agreement controls conflicts concerning the processing of personal data to the extent specified in that agreement. An applicable Order accepted in writing may set different scope, pricing, payment timing, renewal or term provisions for that engagement. For other provisions, an unsigned Order overrides these Terms only if it expressly identifies the provision and Lapis expressly accepts the override in writing. These Terms supplement a signed agreement only to the extent consistent with it.

Severability. An unenforceable provision shall be severed or modified only to the extent permitted by law, and the remaining provisions remain effective. A provision subject to a specific severability rule shall be governed by that rule.

Assignment. Customer shall not assign or transfer these Terms or any rights or obligations under them without Lapis's prior written consent, except as permitted in a controlling signed agreement. Lapis may assign or transfer its rights and obligations without restriction or Customer consent, subject to applicable law and any controlling signed agreement.

Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control. This provision does not excuse accrued payment obligations or an obligation that applicable law prohibits a party from excluding.

Relationship of the Parties. The parties are independent contractors. Neither party may bind the other except under express written authority. Customer is not entitled to impose additional obligations on Lapis through its purchase-order terms, supplier portals, policies or other unilateral documents; any such additional or inconsistent terms are rejected unless expressly accepted by Lapis in a signed agreement. No partnership, joint venture or employment relationship is created.

Waiver; Headings. Failure to enforce a provision is not a waiver. Headings are for convenience and do not affect interpretation. No modification by an informal statement is binding on Lapis.

Scope and Commercial Documents. Each Order applies only to its stated parties, Services and term. A concession in one engagement does not amend a different engagement or create a standing entitlement. Customer's affiliates receive no independent right to access, transfer or enforce an Order unless expressly included or otherwise entitled under applicable law. A procurement reference, invoice notation or administrative reference to a Customer document does not incorporate additional terms. Incorporation or amendment requires the acceptance specified in these Terms and any controlling signed agreement.

Exercise of Rights. A failure, delay or partial exercise of a right does not waive that right or prevent its later exercise. A waiver must be given by an authorised representative and applies only to the matter it expressly addresses. Acceptance of payment, a temporary accommodation or continued discussions after breach does not by itself waive the breach or amend an advance-payment requirement. Remedies are cumulative to the extent permitted by law, without duplicate recovery or disregard of an exclusive remedy expressly provided in a controlling signed agreement.

Events Outside Reasonable Control. A party invoking force majeure shall notify the other as reasonably practicable and take reasonable steps to mitigate the effect on performance. The relief applies only to the extent and for the period the event actually prevents or delays the affected obligation. A lack of funds or an internal approval delay does not itself constitute an event outside reasonable control. The existence of an external event does not create a refund, extension or right to cancel unless provided by a controlling signed agreement or mandatory law. Accrued payment duties and obligations that can lawfully and reasonably be performed remain in effect.

Assignment and Delegation. A permitted assignment does not enlarge the assignee's rights or retrospectively release a payment or other obligation already incurred, absent an effective written release or a legal rule requiring that result. A purported Customer assignment or transfer contrary to this Section is ineffective to the extent permitted by law. Use of another person to perform an obligation does not relieve the responsible party of that obligation. Nothing in these Terms permits transfer of personal data contrary to the applicable agreement or law.

Interpretation and Third-Party Rights. References to written communications include retrievable electronic communications where the applicable agreement and law permit that form. The words 'including' and similar terms introduce examples and do not narrow the preceding category. No person is an intended third-party beneficiary except a person expressly protected under Sections 11 or 12 or otherwise expressly identified in a controlling signed agreement. Those protected persons may enforce the relevant protections to the extent permitted by law, subject to the same applicable limitations and mandatory rights. Any rule concerning interpretation remains subject to applicable law.

Counterparts and Electronic Execution. An agreement accepted in counterparts or by electronic signature may be effective as a single agreement where applicable law permits. An individual's electronic action binds Customer only where that individual has the authority required by these Terms. This provision does not replace a signature, notice, consent or other formality that the applicable agreement or law specifically requires.

19. Contact Information

Questions and notices concerning these Terms should be directed in writing to:

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

Written Correspondence Only. Except where applicable law requires another method or a controlling signed agreement expressly provides otherwise, Lapis handles legal and privacy inquiries, notices, requests, complaints and related correspondence exclusively in writing through the email or postal contact details provided in this Section. Lapis does not accept or provide phone calls, live voice calls, video calls or voicemail handling for these matters. An oral statement, telephone call, voicemail or request for a callback does not constitute delivery of a contractual notice or require Lapis to respond orally. This correspondence policy does not alter mandatory privacy-request methods, lawful service of process, communications required by a court or regulator, or arbitration and other formal proceedings governed by Section 17 of the Terms and Conditions.

These Terms should be read together with the Lapis Privacy Policy.

Delivery of Notices. Unless a controlling signed agreement or applicable law prescribes another method, contractual notices may be delivered to the designated email or physical address in this Section and Customer's current designated account contact. An electronic notice is received when it enters the recipient's designated system in a retrievable form, subject to applicable law. An automated response does not itself establish approval of a request. A sender who receives a delivery-failure message shall use another permitted method or correct the address; a known delivery failure does not establish effective notice.

Current Contacts and Required Methods. Customer shall maintain a functioning designated email address and promptly provide changes. The parties should retain a copy of a material notice and reasonably available delivery evidence. A billing inquiry, ordinary support message or discussion of a possible future change does not constitute a notice of non-renewal, termination, claim or amendment unless its content reasonably communicates that action and satisfies the applicable requirements. No particular subject line, form or additional acknowledgement is required unless a controlling signed agreement or law validly requires it. This Section does not displace service-of-process rules, mandatory privacy-request methods or the more specific notice provisions in Sections 13, 16 and 17.