Customer Terms & Conditions

These Customer Terms & Conditions (the “Customer Terms”) are between the entity that is using the products and services described herein (“Customer”) and Lyzr, Inc., a Delaware corporation (“Lyzr”).

If you are agreeing to these Customer Terms on behalf of the Customer, then you represent and warrant that Customer have the right to bind the Customer to these Customer Terms. Lyzr may modify these Customer Terms from time to time, subject to the terms in Section 26 (Changes to these Customer Terms) below.

NOTE: These Customer Terms apply to Customer’s use of Lyzr products and services unless a separate legal agreement in which case such other agreement will apply to such use.

1. Scope of Terms.

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

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

2. Types of Products. These Customer Terms govern Lyzr’s software products (currently designated as “on-premise” deployments) and any related support or maintenance services provided by Lyzr (“Products”). The Products and their permitted use are further described in Lyzr’s standard documentation (“Documentation”).

3. Account Registration. Customer may need to register for an Lyzr account in order to place orders or access or receive any Products. Any registration information that Customer provides to Lyzr must be accurate, current and complete. Customer are responsible for all actions taken through Customer’s accounts.

4. Orders.

4.1.    Directly with Lyzr.  Lyzr’s Product ordering documentation or purchase flow (“Order”) will specify Customer’s authorized scope of use for the Products, which may include: (a) expected activity volumes, and (b) number of agents required (as applicable, the “Scope of Use”).   For MSPs, each Order will also include the name of the relevant MSP Customer. 

4.2.    Reseller Orders. These Customer Terms apply whether Customer purchases Products directly from Lyzr or through Lyzr-authorized resellers (each, a “Reseller”). If Customer purchase through a Reseller, Customer’s Scope of Use shall be as stated in the Order placed by Reseller for Customer, and Reseller is responsible for the accuracy of any such Order. Resellers are not authorized to make any promises or commitments on Lyzr’s behalf, and Lyzr is not bound by any obligations to Customer other than what Lyzr specifies in these Customer Terms.

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

6. Product-Related Terms.

6.1.     License Rights.

Subject to the terms and conditions of these Customer Terms, Lyzr, grants Customer a non-exclusive, non-sublicensable, and non-transferable license to install and use the Products during the applicable License Term in accordance with these Customer Terms, Customer’s applicable Scope of Use, and the Documentation. Such use shall solely be for the benefit of the licensed Customer or licensed MSP Customer.  The term of each Software license (“License Term”) will be specified in Customer’s Order. The License Term will end upon any termination of these Customer Terms, even if no expiration date is specified in Customer’s Order.

6.2.    Restrictions.  Except as otherwise expressly permitted in these Customer Terms, Customer will not: (a) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Products to a third party, (b) use the Products for the benefit of any third party, (c) incorporate any Products into a product or service Customer provide to a third party, (d) interfere with any license key mechanism in the Products or otherwise circumvent mechanisms in the Products intended to limit Customer’s use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Products, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Product, (g) publicly disseminate information regarding the performance of the Products or (h) install or use the Products to develop any competing product or service.

6.3 Number of Agents. Unless otherwise specified in Customer’s Order, for each Product license that Customer purchase, Customer may install one production instance of the licensed Product on systems owned or operated by Customer (or Customer’s third party service providers so long as Customer remain responsible for their compliance with the terms and conditions of these Customer Terms).

6.4.    Customer Data.

(a) Customer owns all content that it uploads or receives from the Products (“Customer Data”).  Customer Data includes, without limitation, any prompts, queries, instructions, custom code, contextual data and any Product outputs. Customer Data does not include the Products or logic incorporated therein or any large language models on which the Products are trained. 

(b)  Customer must ensure that its use of the Product and all Customer Data is at all times compliant with these Customer Terms and all applicable local, state, federal, and international laws and regulations (“Laws”).

(c) Customer represents and warrants that it has obtained all necessary rights, releases and permissions to necessary to enable Customer to use all Customer Data tin connection with the Products. Lyzr assumes no responsibility or liability for Customer Data or Customer’s compliance with Laws through Customer’s use of the Products.  Customer acknowledges that Lyzr will not access or process Customer Data in connection with Customer’s use of Products. 

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

6.6. Compliance. Upon request, Customer agrees to provide a signed certification that Customer is using all Products pursuant to the terms of these Customer Terms, including the Scope of Use. Customer agree to allows Lyzr, or its authorized agent, to audit Customer’s use of the Products. Lyzr will provide Customer with at least 10 days advance notice prior to the audit, and the audit will be conducted during normal business hours. Lyzr will bear all out-of-pocket costs that we incur for the audit, unless the audit reveals that Customer have exceeded the Scope of Use. Customer will provide reasonable assistance, cooperation, and access to relevant information in the course of any audit at Customer’s own cost. If Customer exceed Customer’s Scope of Use, Lyzr may invoice Customer for any past or ongoing excessive use, and Customer will pay the invoice promptly after receipt. This remedy is without prejudice to any other remedies available to Lyzr at law or equity or under these Customer Terms.

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

6.8. Usage Data.  Lyzr may monitor, collect and compile data and information pertaining to Customer’s and Authorized Users’ access to and use of the Products in an aggregate and anonymized manner (“Usage Data”). Lyzr may use Usage Data in perpetuity to improve its products, services and business; provided that Lyzr will not disclose or generally make available any Usage Data except in anonymized and aggregate form that in no way identifies Customer or any Authorized User.

7. Financial Terms.

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

7.2. Payment. Customer agrees to pay all fees in accordance with each Order. Customer will pay all amounts in U.S. dollars. Other than as expressly set forth herein, all amounts are non-refundable, non-cancelable and non-creditable. In making payments, Customer acknowledges that Customer is not relying on future availability of any Products beyond the current License Term or any Product upgrades or feature enhancements.   If Customer purchase any Products through a Reseller, Customer owes payment to the Reseller as agreed between Customer and the Reseller, but Customer acknowledges that Lyzr may terminate Customer’s rights to use Products if Lyzr does not receive our corresponding payment from the Reseller.

7.3. Taxes. Customer’s payments under these Customer Terms exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Lyzr Customer must pay to Lyzr the amount of such taxes or duties in addition to any fees owed under these Customer Terms. Notwithstanding the foregoing, Customer may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, Customer will have the right to provide to Lyzr any such exemption information, and Lyzr will use reasonable efforts to provide such invoicing documents as may enable Customer to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

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

9. Confidentiality. “Confidential Information” means, with respect to a party (the “disclosing party”), information that pertains to such party’s business, including, without limitation, technical, marketing, financial, employee, planning, product roadmaps and documentation, performance results, pricing, and other proprietary information. Confidential Information will be designated and/or marked as confidential when disclosed, provided that any information that the party receiving such information (the “receiving party”) knew or reasonably should have known is considered confidential or proprietary by the disclosing party, will be considered Confidential Information of the disclosing party even if not designated or marked as such. The receiving party shall preserve the confidentiality of the disclosing party’s Confidential Information and treat such Confidential Information with at least the same degree of care that the receiving party uses to protect its own Confidential Information, but not less than a reasonable standard of care. The receiving party will use the Confidential Information of the disclosing party only to exercise rights and perform obligations under this Agreement. Confidential Information of the disclosing party will be disclosed only to those employees and contractors of the receiving party with a need to know such information. The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information: (a) was known to the receiving party on or before the effective date of this Agreement without restriction as to use or disclosure; (b) is released into the public domain through no fault of the receiving party; (c) was independently developed solely by the employees of the receiving party who have not had access to Confidential Information; or (d) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, the receiving party will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure.

10. Term and Termination.

These Customer Terms are in effect for as long as Customer have a valid License Term, including any renewal terms described in the Order (the “Term”), unless sooner terminated as permitted in these Customer Terms. Either party may terminate these Customer Terms before the expiration of the Term if the other party materially breaches any of the terms of these Customer Terms and does not cure the breach within thirty (30) days after written notice of the breach. Either party may also terminate the Customer Terms before the expiration of the Term if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations. Except where an exclusive remedy may be specified in these Customer Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Customer Terms, by law, or otherwise. Once the Customer Terms terminate, Customer (and Customer’s Authorized Users) will no longer have any right to use or access any Products, or any information or materials that we make available to Customer under these Customer Terms, including Lyzr Confidential Information. Customer is required to delete any of the foregoing from Customer’s systems as applicable (including any third-party systems operated on Customer’s behalf) and provide written certification to Lyzr that Customer have done so at Lyzr’s request. The following provisions will survive any termination or expiration of these Customer Terms: Sections 6.2, 6.6, 6.8, 7 through 10, 11.2, 13 and 14.

11. Warranty and Disclaimer.

11.1.            Mutual. Each party represents and warrants that it has the legal power and authority to enter into these Customer Terms, and that it will perform all obligations and exercise all rights in accordance with Laws.

11.2.            WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL PRODUCTS ARE PROVIDED “AS IS,” AND EACH PARTY AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. LYZR MAKES NO WARRANTIES OR GUARANTEES AS TO THE OUTPUTS OR RESULTS OF CUSTOMER’S USE OF THE PRODUCTS.  CUSTOMER ACKNOWLEDGES THAT THE PRODUCTS INCLUDE CERTAIN ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING CAPABILITIES AND THAT SUCH TECHNOLOGIES ARE NASCENT, MAY NOT PRODUCE DESIRED OUTCOMES AND MAY PROVIDE INNACURATE INFORMATION.  CUSTOMER SHOULD INDEPENDENTLY CONFIRM ANY OUTPUTS FROM THE SOFTWARE BEFORE RELYING ON SUCH OUTPUTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY PRODUCTS OR ANY CONTENT THEREIN OR GENERATED THEREWITH, OR THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (C) THE PRODUCTS (OR ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRODUCTS) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS); OR (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTEDS.

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

13. Limitation of Liability. NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO LYZR (OR ITS RESELLER) FOR PRODUCTS IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM OR $10,000, WHICHEVER IS GREATER. THIS SECTION 13 SHALL NOT APPLY TO AMOUNTS OWED BY CUSTOMER UNDER ANY ORDERS The parties agree that the limitations specified in this Section 16 will survive and apply even if any limited remedy specified in these Customer Terms is found to have failed of its essential purpose.

14.  Miscellaneous.

1. 1. Relationship of Parties. The parties hereto are independent contractors as to each other and nothing in the Agreement shall give rise to a partnership, joint venture, or other relationship between the parties. Neither party is authorized to make commitments on behalf of or otherwise bind the other party without the prior written consent of that party.
   2. Notices given under this Agreement shall be given in writing and delivered either by hand, registered or certified mail, email (with receipt of acknowledgment), or courier (including overnight delivery or other express mail delivery service (all delivery charges pre-paid)) to the addresses set forth in the Order or, if no address is listed, then to the other party’s principal place of business.
   3. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, including, without limitation, any prior, contemporaneous, or future click-through agreements, including, without limitation, any developer or partner click-through agreements as to the subject matter of this Agreement. This Agreement may be executed in counterparts.
   4. Assignment and Subcontracting.  Each party (“Assigning Party”) may not, in whole nor in part, assign, transfer, sell, sublicense or otherwise dispose of any of its rights or obligations under this Agreement, whether by operation of law or otherwise, to any third-party, without the prior written consent of the other party. Notwithstanding the foregoing, the Assigning Party may assign, without prior written consent, its rights and obligations hereunder to a successor in interest by reason of merger, acquisition, or consolidation or sale or other disposition of all or substantially all of the stock, assets or business of the Assigning Party relating to that portion of the business to which this Agreement pertains; provided further that with respect to any assignment to a successor in interest, (a) such assignment includes all rights and obligations under this Agreement, (b) such successor in interest has agreed in writing as of such assignment to be bound by the terms of this Agreement, and (c) the assignee is not a competitor of the other party. 
   5. Force Majeure. Neither party shall be responsible for any delay in performance or failure to meet its respective obligations under this Agreement that is caused, directly or indirectly, by any event beyond the such party’s reasonable control including, but not limited to, fire, flood, explosion, earthquake, strike, embargo, act of terrorism, war, general labor disputes or other act of God (collectively, “Force Majeure”).  A party impacted by a Force Majeure shall notify the other party promptly, take reasonable steps to mitigate the impact of the Force Majeure, and recommence performance as soon as reasonably practical after the cessation of the Force Majeure.
   6. Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions shall remain in full force and effect as if such provision never existed.     
   7. Waiver and Amendments. No waiver, amendment, alteration or modification of any provision of this Agreement shall be effective unless authorized signatories of both parties consent to it in a writing that references this Agreement. No failure or delay by either Party in exercising any rights, powers, or remedies under this Agreement shall operate as a waiver of any such right, power, or remedy. 
   8. Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of laws principles or provisions that would result in the application of the laws of a different state or country. Any dispute, controversy, claim, action, or proceeding arising out of, relating to or in connection with this Agreement must be brought exclusively in the courts of Kent County, Delaware. The prevailing party in any legal proceeding shall be entitled to recover its reasonable attorneys’ fees and court costs incurred in connection therewith, in addition to any other relief it may be awarded from the other party.  This Agreement is entered into solely in the English language, and if for any reason any other language version is prepared by any party, it shall be solely for convenience and shall have no force or effect and the English version shall govern and control in all respects. All proceedings related to this Agreement shall be conducted in the English language. The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed and shall not apply to this Agreement.