Terms of Service

Last Updated: May 5, 2025

These Terms of Service (the “Agreement”) govern your use of LaderaAI’s services, including our website, software, hosted AI platform, analytics engine, and any related materials or tools (collectively, the “Services”). This Agreement is a binding contract between you (the individual or entity listed on the applicable Order Form) and LaderaAI, Inc. (“LaderaAI,” “we,” or “our”). The term “Customer” or “You” refers to the individual, organization, or entity identified on the Order Form submitted for a subscription to access the Services. For purposes herein, “Order Form” refers refers to the document that sets out the specific Services to be provided, pricing, and other terms agreed between the Customer and LaderaAI. By accessing or using the Services, clicking “I accept,” or signing an Order Form that references this Agreement, Customer confirms that it: (i) has read, understood and agrees to this Agreement; (ii) meets the eligibility criteria described in Section 2; (iii) the authority to enter into this Agreement on behalf of the Customer; and (iv) agrees to be bound by these terms in the Agreement. If you do not agree to these terms, do not use the Services, sign an Order Form, or proceed with a subscription.

1. Eligibility

Customer must be at least 18 years old or the age of majority in their jurisdiction, whichever is greater. By entering into this Agreement, Customer represents and warrants that they meet this requirement and have the legal capacity to agree to these terms and conditions. The Services are not intended for individuals under the age of 18 (or the applicable age of majority), and Customer agrees not to permit anyone who does not meet this requirement to access or use the Services. Customer further represents and warrants that all of Customer’s employees, consultants, contractors, or agents who are authorized to access and use the Services (the “Authorized Users”) are at least 18 years of age or the age of majority in their respective jurisdictions. Any access to or use of the Services by individuals who do not meet these eligibility requirements is strictly prohibited and will constitute a material breach of this Agreement.

2. Access and Use Rights

2.1 Service Access

Subject to the terms of this Agreement and Customer’s payment of applicable fees, LaderaAI grants Customer a limited, non-exclusive, non-transferable right to access and use the Services and to allow its Authorized Users to do the same solely for Customer’s internal business purposes. Access is provided in accordance with the specific Subscription plan purchased (the “Subscription Plan”) and during the applicable the period during which the Customer and its Authorized Users are permitted to access and use the Services (the “Subscription Term”), as specified in the applicable Order Form (or the Trial Period, as described in Section 2.2). Use of the Services must comply with all user guides, policies, technical documentation, and other materials describing the functionality and use of the Services, as made available at https://laderaai.helpscoutdocs.com/ (collectively, the “Documentation”), and is subject to any usage limits (such as the number of users or data volume) set forth in the Order Form, Documentation, or otherwise communicated by LaderaAI (“Usage Parameters”).

2.2 Trial Version

If Customer is using the Services on a trial basis (“Trial Version”), the access rights described in Section 2.1 apply only for the duration specified in the Order Form or as otherwise agreed by LaderaAI in writing (the “Trial Period”), and solely for Customer’s internal evaluation. Trial access may be subject to technical limitations, and unless Customer provides written notice of cancellation before the Trial Period ends, the Subscription Plan will begin automatically and fees will apply. Please note: The Trial Version is provided “as-is” without any warranties, support, updates, or guarantees.

2.3 Usage Restrictions

Customer agrees not to and will not permit others to engage in any of the following actions: (i) Sell, sublicense, or otherwise make the Services available to third parties; (ii) Tamper with, reverse engineer, or attempt to access the source code of the Services; (iii) Use the Services to store or share illegal, infringing, or otherwise inappropriate content; (iv) Upload viruses or malicious code; (v) Interfere with the operation or security of the Services; (vii) Misrepresent affiliation or identity; (viii) Use the Services to create or train competing products; (ix) Circumvent any usage or security limits; (x) Access or extract data through scraping, bots, or similar techniques; (xi) Use the Services for spam, phishing, or other malicious activity. LaderaAI may impose storage or other technical limitations, and Customer is expected to use the Services responsibly and in good faith.

2.4 Open Source Components

Some parts of the Services may include third-party open source software (“Open Source Components”). These are licensed under their own terms, not this Agreement. Customer is solely responsible for complying with those terms, which LaderaAI can provide upon request. Open Source Components are not considered part of the “Services” for the purposes of this Agreement.

2.5 AI Features

The hosted software platform made available by LaderaAI, including its artificial intelligence (AI) application features, analytics engine and any updates or enhancements, through which the Services are delivered (the “Platform”), may include generative artificial intelligence functionality (“AI Features”), including large language models (LLMs) and other machine learning (ML) technologies, developed by LaderaAI or third-party providers. Use of the AI Features is governed by this Agreement and any additional terms or usage policies issued by LaderaAI or its third-party vendors (“AI Policies”). Customer agrees to use the AI Features and ensure its Authorized Users do so only in accordance with this Agreement and any applicable AI Policies. A current list of third-party AI providers and related policies is available at: https://www.ladera.ai/terms-of-service/subprocessors. Except as otherwise set forth in this Agreement, all data, content and information that the Customer or its Authorized Users submit, upload, transmit, or otherwise provide through the Platform, or that is accessed by LaderaAI from third-party sources on the Customer’s behalf (collectively, the “Customer Data”) processed using the AI Features will not be used by LaderaAI or any third party for any purpose other than: (a) to provide the AI Features as part of the Platform, (b) as required by law, or (c) to enforce applicable AI Policies. Customer acknowledges and understands that: (i) AI and ML technologies are rapidly evolving; (ii) Output generated by these technologies may contain errors or inaccuracies; (iii) LaderaAI does not verify, endorse, or guarantee the accuracy, completeness, or reliability of any such Output; and (iv) Customer is solely responsible for evaluating and verifying any Output, including through appropriate human review. Customer also agrees not to: (i) Use the AI Features or Output to train or develop competing AI systems; (ii) Represent Output as approved by LaderaAI or any of its providers; or (iii) Mischaracterize Output as entirely human-generated or original content. All Output is machine-generated and may not reflect actual facts, individuals, or events. Customer remains solely responsible for how Output is used within its own business or operations.

2.6 Third-Party Services

The Platform may support integrations with third-party services (“Third Party Services”). Use of these services is governed solely by the terms of the third party and not by LaderaAI. We do not endorse, monitor, or assume responsibility or any loss for any Third Party Services, including how they handle Customer Data. Customer uses these services at its own risk.

2.7 Security

LaderaAI implements and maintains reasonable industry-standard security measures designed to protect the Platform and Customer Data from unauthorized access and disclosure.

2.8 Suspension of Access

Without incurring liability, LaderaAI may suspend or terminate access to the Services, in whole or in part, if: (i) Required by law or government order; (ii) Customer or its Authorized Users exceed permitted use or violate this Agreement; (iii) There is suspected fraud, abuse, or a security threat; or (iv) The Subscription Term has expired. LaderaAI will act in good faith and exercise reasonable discretion but reserves the sole right to protect its systems, data, and the integrity of the Services.

2.9 Monitoring and Removal of Customer Data

LaderaAI is not obligated to monitor Customer Data but may do so at its discretion. We may remove any Customer Data that violates this Agreement or is otherwise objectionable. Customer acknowledges that LaderaAI may preserve and disclose Customer Data: (i) as required by law; (ii) to enforce this Agreement; (iii) to respond to third-party claims; or (iv) to protect the rights and safety of LaderaAI, its stakeholders, its affiliates, its users, and the public.

3. ACCOUNTS

3.1 Account Registration

To access and use the Platform and other features of the Services, Customer must register for an account (“Account”). Each Authorized User must register as an authorized user under Customer’s Account. Customer agrees to, and shall ensure that its Authorized Users, provide and maintain information that is accurate, current, and complete. Customer shall not, and shall not permit any Authorized User or third party to: (a) create an Account or access the Services using a false identity, fictitious name, or inaccurate information; or (b) create an Account or access the Services if Customer has been previously removed or banned from using the Services. Customer is solely responsible for maintaining the security of its and its Authorized Users’ account credentials, and for all activities that occur under its Account, including activities under any Authorized User sub-accounts, whether or not authorized by Customer.

3.2 Administrators; Authorized Users

Customer may designate one or more administrators (“Administrators”) to manage Customer’s Account, including inviting employees, contractors, and agents to access and use the Services as Authorized Users. For purposes of this Agreement, “Authorized Users” includes Administrators. Administrators may grant permissions and access rights to other Authorized Users (“Permissions”). Customer acknowledges and agrees that, depending on the Permissions granted, an Authorized User may: (a) invite or enable additional Authorized Users, who will also be deemed Authorized Users under Customer’s Account; or (b) access Customer Data associated with the Account. Customer shall: (i) be solely responsible for the invitation of Authorized Users, the Permissions granted, and Authorized Users’ compliance with this Agreement; (ii) ensure the accuracy and legality of Customer Data; (iii) prevent unauthorized access to or use of the Services and ensure that Authorized Users use the Services only as permitted under this Agreement; (iv) promptly notify LaderaAI of any unauthorized access or use; and (v) access and use the Services only in accordance with the Documentation and applicable laws, rules, and regulations.

3.3 Third-Party Accounts

The Services may allow LaderaAI, on Customer’s behalf and at Customer’s direction, to import information from a third-party account, such as a financial or cloud storage account (“Third-Party Account”). If Customer enables the importing of information from a Third-Party Account, Customer agrees to the following: (i) Account Access - To import information, Customer may be required to provide LaderaAI with API access or access keys to the applicable Third-Party Account. Customer may only provide access to Third-Party Accounts that it lawfully holds in its own name. LaderaAI will store Customer’s access keys as necessary to provide the Services. Customer may revoke LaderaAI’s access at any time, and upon written notice, LaderaAI will permanently delete the applicable stored access keys; (ii) Importing of Information - By enabling the import function, Customer authorizes LaderaAI to access and import the specified information from the Third-Party Account. LaderaAI will import only the information directed by Customer and will not review such information for accuracy, legality, or non-infringement; and (iii) Use of Imported Information - Information imported from a Third-Party Account will be used solely for the purposes set forth in LaderaAI’s Privacy Policy.

4. CUSTOMER OBLIGATIONS

4.1 Customer Responsibilities

Customer is responsible for its secure use of the Services, including, without limitation, protecting account authentication credentials and maintaining appropriate security, protection, and backup of Customer Data. Customer represents and warrants that: (a) it has all necessary rights and authorizations to grant the license to LaderaAI to Customer Data as contemplated by this Agreement; (b) none of the Customer Data violates this Agreement, any applicable law, or any third party’s intellectual property, privacy, or other rights; and (c) it has the right to grant LaderaAI access to its Third-Party Account in accordance with Section 3.3.

4.2 Customer Data

Customer is solely responsible for the development, content, operation, maintenance, and use of any Customer Data submitted, uploaded, generated, or provided by or on behalf of Customer or any Authorized Users in connection with the use of the Services. Customer shall ensure that all Customer Data, and the use thereof by Customer and its Authorized Users, complies with this Agreement and all applicable laws, rules, and regulations. Customer grants LaderaAI a non-exclusive license to use, copy, transmit, store, and back up Customer Data for the purpose of providing the Services and as otherwise permitted under this Agreement, including the right to directly obtain Customer Data from third-party sources. For clarity, “Customer Data” does not include technical logs, usage metrics, diagnostic data, and other information LaderaAI collects in connection with the performance, operation, and use of the Services (collectively, the “Usage Data”).

4.3 Sensitive and Restricted Data

If Customer transmits, through or in connection with the Services, any Customer Data that is or contains Sensitive Data (as defined below), Customer acknowledges and agrees that it is responsible for evaluating, prior to such transmission, whether the technical and organizational measures described in this Agreement are sufficient to protect the Sensitive Data. Customer represents and warrants that it will not, and will not permit any third party (including any Authorized User) to: (a) transmit through or store in the Services any Sensitive Data if Customer determines that LaderaAI’s technical and organizational measures are insufficient to protect such Sensitive Data in accordance with Data Protection Laws; or (b) transmit through or store in the Services any data (including Sensitive Data) that Customer does not have the legal right to process or store. “Sensitive Data” means any information considered or defined as “sensitive,” “special,” or otherwise subject to specific protections or heightened security standards under applicable Data Protection Laws, including but not limited to: (i) social security numbers, tax file numbers, passport numbers, driver’s license numbers, or similar identifiers (or any portion thereof); (ii) credit or debit card numbers (other than truncated numbers limited to the last four digits); (iii) employment, financial, credit, genetic, biometric, or health information; (iv) racial, ethnic, political, or religious affiliation, trade union membership, information about sexual life or orientation, or criminal record; (v) account passwords; or (vi) other information falling within the definition of “special categories of data” under applicable Data Protection Laws.

5. SERVICE LEVELS AND SUPPORT

5.1 Service Level Agreement

LaderaAI will use commercially reasonable efforts to make the Platform available with an uptime of 99.9%, measured on a monthly basis (the “Service Commitment”), excluding the following events (collectively, the “Exclusions”): (i) planned maintenance performed with at least 48 hours’ advance notice; (ii) emergency maintenance with notice when reasonably practicable; (iii) force majeure events or internet access or related problems beyond the Platform’s demarcation point; (iv) failures or malfunctions of Customer’s equipment, software, technology, or network connectivity, or failures of third-party equipment, software, or technology not within LaderaAI’s direct control; (v) third-party service provider failures or delays; (vi) the action or inaction of Customer or any third party not under LaderaAI’s direction or control; (vii) any suspension or termination of the Services in accordance with Section 2.8 or 12.2.4 of this Agreement, including suspension for breach; (viii) shutdowns required due to a detected security breach or other security-related issue; or (ix) other reasons beyond LaderaAI’s control.

If LaderaAI fails to meet the 99.9% uptime Service Commitment in any calendar month (excluding downtime caused by any Exclusions), Customer will be eligible to receive a service credit (“Downtime Credit”) as follows:

Uptime below 99.9% but above 99.0%, credit of 2.5% of monthly fee
Uptime below 99.0% but above 98.0%, credit of 5% of monthly fee
Uptime below 98.0%, credit of 10% of monthly fee

For annual subscriptions, Downtime Credits will be calculated based on one-twelfth (1/12) of the annual subscription fee. If LaderaAI determines that a Downtime Credit is applicable, it will be applied to Customer’s future invoices. Downtime Credits are Customer’s sole and exclusive remedy for any unavailability, non-performance, or other failure to meet the Service Commitment. Downtime Credits: (i) may not be redeemed for cash; (ii) are not cumulative beyond a total of 50% of the Subscription fees in any calendar month; and (iii) expire without refund 12 months from issuance or upon expiration or termination of this Agreement.

5.2 Support

LaderaAI will provide support services in accordance with its then-current support policy, available at https://laderaai.helpscoutdocs.com/

6. FEES AND PAYMENT

6.1 Fees and Subscription

Customer agrees to pay all fees specified in the applicable Order Form. Except as otherwise stated: (i) fees are based on Services purchased, not actual usage; (ii) fees must be paid in advance for each subscription period (monthly or annually, as indicated in the Order Form); (iii) payment obligations are non-cancelable and fees paid are non-refundable; (iv) fees are quoted and payable in United States dollars; (v) for annual billing, fees will be billed and paid annually in advance; and (vi) for monthly billing, fees will be billed and paid monthly in advance. Except as otherwise set forth in this Agreement, the fees payable for the Subscription Plan will remain fixed during the Subscription Term unless Customer (i) exceeds the applicable Usage Parameters, (ii) upgrades the Subscription Plan or increases Usage Parameters, or (iii) subscribes to additional features or products. Upon any increase pursuant to (i), (ii), or (iii), Customer shall pay the applicable fees, pro-rated for the remainder of the then-current Subscription Term.

Customer acknowledges that any downgrade to the Subscription Plan will not take effect until the next renewal of the applicable Subscription Term (i.e., prior to the next month for monthly subscriptions or prior to the next year for annual subscriptions). Subscription Plans will renew at LaderaAI’s then-current pricing.

6.2 Payment Terms

Unless otherwise stated in the Order Form, invoiced fees are due upon receipt. Customer’s subscription period will not commence until payment is received. Access to the Services may be suspended or terminated if fees are not paid when due. All fees are non-refundable and non-cancellable. If payment cannot be processed in advance, LaderaAI reserves the right to suspend or terminate Customer’s and its Authorized Users’ access to the Services, downgrade the Subscription Plan or terminate this Agreement.

6.3 Third-Party Payment Processor

LaderaAI may use a third-party payment processor (a “Payment Processor”), such as Stripe, Inc. and its affiliates, to process payments. The processing of payments will be subject to the Payment Processor’s terms, conditions, and privacy policies. By making a purchase through the Services, Customer agrees to be bound by the applicable Payment Processor’s terms (currently available at Stripe Terms) and privacy policy (Stripe Privacy Policy), and consents to LaderaAI and the Payment Processor sharing Customer information and payment instructions as necessary to complete transactions. Customer agrees to pay LaderaAI, through the Payment Processor, all charges in accordance with applicable payment terms.

6.4 Taxes

All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (“Taxes”). Customer is responsible for the payment of all Taxes associated with the Services (other than taxes based on LaderaAI’s income), including any penalties and interest.

6.5 Changes to Fees

LaderaAI may revise its fees and payment terms at its discretion; provided, however, that changes will not take effect until the start of the next Subscription Term. LaderaAI will provide Customer with at least sixty (60) days’ written notice of any changes to fees that affect Customer’s current Subscription Plan.

7. DATA PRIVACY

Customer acknowledges and agrees that, as between the parties, with respect to the collection, transmission, disclosure, processing, and use of any personally identifiable information or data (“Personal Data”) subject to applicable data privacy or security laws, including but not limited to European Data Protection Laws (as defined below) and United States privacy laws (such as the California Consumer Privacy Act of 2018 (CCPA) (collectively, the “Data Protection Laws”), Customer acts as the data controller and LaderaAI acts as a data processor or service provider. Customer represents and warrants that: (a) it is in compliance with all applicable Data Protection Laws; and (b) it has made all necessary disclosures and obtained all required consents to permit the transmission of Customer Data (including Personal Data) through the Services. Personal Data transmitted or collected in connection with the Services will be used solely in accordance with this Agreement and LaderaAI’s Privacy Policy. Customer agrees to execute any documents or agreements reasonably required by LaderaAI to comply with applicable Data Protection Laws. Data submitted through the Services will be processed in accordance with LaderaAI’s Data Processing Addendum (“DPA”), which is incorporated to this Agreement. For purposes hereof: (i) “European Data Protection Laws” means (a) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (b) the European Union (“EU”) e-Privacy Directive (Directive 2002/58/EC); (c) any applicable local data protection laws of any Member State of the EU or country within the European Economic Area (“EEA”) made under or pursuant to (a) or (b); (d) Swiss Data Protection Laws; and (e) United Kingdom (“UK”) Data Protection Laws; (ii) “Swiss Data Protection Laws” means Laws relating to data protection, Personal Data Processing, privacy, and electronic communication in Switzerland, including the Swiss Federal Act on Data Protection (19 June 1992, SR 235.1); (iii) “UK Data Protection Laws” means laws relating to data protection, Personal Data Processing, privacy, and electronic communication in the UK, including the Data Protection Act 2018, the Privacy and Electronic Communications Directive (2002/58/EC as updated by Directive 2009/136/EC), and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426).

8. PROPRIETARY RIGHTS

8.1 LaderaAI Intellectual Property

LaderaAI owns and retains all right, title, and interest in and to the Services, their underlying technology, including, any text, data, analysis, templates, or other content provided by LaderaAI in connection with the Services (the “LaderaAI Materials, which for the avoidance of doubt excludes any Customer Data), and all improvements, enhancements, modifications, and derivative works thereof, including all intellectual property rights, as well as all rights in Feedback (as defined below).

8.2 Customer Intellectual Property

Customer owns and retains all right, title, and interest in and to Customer Data and, subject to LaderaAI’s rights in the LaderaAI Materials, the Output. Except for Output based on LaderaAI Materials (which is licensed as set forth below), LaderaAI hereby assigns to Customer all of its right, title, and interest in and to the Output. Output based on LaderaAI Materials shall be deemed "LaderaAI Materials" and licensed to Customer pursuant to the license below.
Customer acknowledges that due to the nature of machine learning, Output may not be unique, and the AI Features may generate similar output for other customers. If Customer incorporates LaderaAI Materials into Output, LaderaAI grants Customer a limited, non-exclusive, personal, perpetual, and irrevocable (except as set forth in Section 12.3) license to use, copy, and reproduce such incorporated LaderaAI Materials solely in connection with Customer’s use of the Output.

8.3 Usage Data

LaderaAI may collect and use Usage Data to operate, improve, and support the Services and for other lawful business purposes. LaderaAI will not disclose Usage Data externally unless it is (a) de-identified and (b) aggregated with data across other customers.

8.4 Feedback

If Customer provides LaderaAI with any feedback or suggestions regarding the Services or LaderaAI Materials (“Feedback”), Customer hereby assigns all ownership, right, title, and interest in and to the Feedback to LaderaAI and agrees to assist in perfecting such rights as requested.

9. CONFIDENTIALITY

9.1 Confidential Information

“Confidential Information” means all non-public, proprietary information disclosed by one party to the other that is designated as confidential or reasonably should be understood as confidential.
Confidential Information includes: (A) For LaderaAI: fees, Documentation, Feedback, LaderaAI Materials (except as incorporated in Output), and non-public technical and business information about the Services. (B) For Customer: Customer Data. Confidential Information excludes information that: (i) is or becomes public through no fault of the receiving party; (ii) was known without restriction before disclosure; (iii) is independently developed without use of the other party’s Confidential Information; or (iv) is rightfully obtained from a third party without breach of any obligation.

9.2 Protection

The receiving party agrees to protect Confidential Information with at least the same degree of care it uses for its own confidential information (and no less than reasonable care) and may only use it to fulfill its obligations under this Agreement. Confidential Information may be disclosed to the receiving party’s Representatives who are bound by confidentiality obligations no less protective than those herein.

9.3 Required Disclosures; Return

Confidential Information may be disclosed if required by law or in connection with a merger, financing or sale, provided, in each instance, the disclosing party is given prompt notice (where permitted) to seek a protective order.
Upon termination, each party must return or destroy the other’s Confidential Information, subject to retention of backup copies made automatically in the ordinary course and archival copies for legal purposes.

9.4 Equitable Relief

A breach of this Section may cause irreparable harm, and the non-breaching party may seek equitable relief, including injunction, without posting bond or proving monetary damages.

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

10.2 Disclaimer

The services (and all parts thereof), and any other materials, content, or services provided or made available by LaderaAI, are provided "as is" and "as available." to the fullest extent permitted by applicable law, LaderaAI and its licensors expressly disclaim all representations, warranties, and guarantees of any kind, whether express, implied, statutory, or otherwise, including any warranties of: (i) merchantability, (ii) fitness for a particular purpose, (iii) satisfactory quality, (iv) accuracy, (v) title, (vi) quality, and (vii) non-infringement. LaderaAI and its licensors and suppliers do not warrant or guarantee that: (i) the Services will meet Customer’s or any Authorized User’s requirements; (ii) the Services will be compatible with Customer’s or its Authorized Users’ networks, computers, mobile devices, or any third-party services;(iii) the Services will be available on an uninterrupted, timely, secure, or error-free basis; or (iv) the results, materials, content, or services made available through the Services will be accurate or reliable. Customer expressly acknowledges and agrees that the use of the Services, and all results of such use (including any Output), is solely at Customer’s own risk. Customer accepts and agrees that any use of such results is at Customer’s sole risk, and that Customer will not rely on such results as a sole source of truth or factual information. Reference is also made to the disclaimer in Section 2.5.

No advice or information, whether oral or written, obtained from LaderaAI or any third party shall create any warranty not expressly stated herein.

No Legal, Financial, Tax, or Other Professional Advice: Customer understands and agrees that LaderaAI is not a law firm, attorney, financial advisor, accountant, or any other professional advisor (collectively, a "Professional Advisor"). LaderaAI does not perform services typically provided by Professional Advisors and does not act as Customer’s or any user’s Professional Advisor. Any forms, documents, or other information made available through the Services are provided for general informational purposes only and are not intended to constitute, nor shall they be construed as, specific professional advice or a substitute for the advice or services of a Professional Advisor. Before using any such forms, documents, or information, Customer should consider obtaining independent advice from a qualified Professional Advisor. Customer understands and agrees that unless separately represented or advised by a Professional Advisor, Customer is representing itself in any matters it undertakes through the Services.

11. LIMITATION OF LIABILITY; INDEMNITY

11.1 Limitation of Liability

To the maximum extent permitted by applicable law, and except for: (i) liability arising from Section 9 (Confidentiality); (ii) Customer’s indemnification obligations in Section 11.3; (iii) Customer’s misuse of LaderaAI’s intellectual property; (iv) a party’s gross negligence, willful misconduct, or fraudulent misrepresentation; or (v) Customer’s violation of Section 2.3 (Usage Restrictions) or Section 4.3 (Sensitive and Restricted Data): (A) Neither party shall be liable for any indirect, incidental, special, consequential, or exemplary damages, including lost profits, lost savings, loss of use, loss of content or data, or any actual or anticipated damages, regardless of the legal theory, even if advised of the possibility of such damages; and (V) Each party’s total liability arising out of or relating to this Agreement shall not exceed the greater of: (1) the amounts paid or payable by Customer under this Agreement during the twelve (12) months preceding the incident giving rise to the claim, or two hundred dollars ($200.00); provided that, with respect to LaderaAI’s breach of Section 9 (Confidentiality) as it relates to Customer Data, LaderaAI’s total aggregate liability shall not exceed two times (2x) the above cap. These limitations apply notwithstanding any failure of essential purpose of any limited remedy provided herein. LaderaAI expressly disclaims all liability of any kind for the acts or omissions of its affiliates, licensors, and suppliers.

11.2 Jurisdictional Application of Limitations and Disclaimers

Some jurisdictions do not allow the exclusion or limitation of implied warranties, conditions, or certain damages. In such cases, the exclusions and limitations set forth in Sections 10.2 and 11.1 may not apply to Customer. In such jurisdictions, LaderaAI’s liability will be limited to the greatest extent permitted by applicable law.

11.3 Indemnity

Customer shall defend, indemnify, and hold harmless LaderaAI, its affiliates, licensors, and their respective employees, officers, directors, and representatives (collectively, the “Ladera Group”) from and against any claims (“Claims”) arising out of or relating to: (i) Customer’s or any Authorized User’s use of the Services (including activities under Customer’s Account or any sub-Account); (ii) Customer’s or any Authorized User’s breach of this Agreement, any AI Policies, or any license applicable to any Open Source Components; (iii) Customer’s violation of applicable laws, rules, or regulations, including, without limitation, any Data Protection Laws; (iv) Customer Data; (v) Output, excluding any LaderaAI Materials; or (vi) Customer’s or any Authorized User’s use of any Third-Party Services (including AI Features). Customer shall indemnify the Ladera Group for all damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to such Claims. LaderaAI may, at its own expense, participate in the defense of any Claim with its own counsel. Customer may not settle any Claim without LaderaAI’s prior written consent if the settlement imposes any payment or other obligations on LaderaAI or requires the Ladera Group to admit fault or liability.

12. TERM AND TERMINATION

12.1 Term and Auto-Renewal

The Term begins on the effective date specified in the applicable Order Form. Unless otherwise stated in the Order Form: (i) Monthly subscriptions continue on a month-to-month basis until terminated in accordance with Section 12.2.1; and (ii) Annual subscriptions automatically renew for subsequent one-year terms unless terminated in accordance with Section 12.2.2.

12.2 Termination Rights

12.2.1 Monthly Subscriptions: (i) Customer may terminate a monthly subscription at any time through the cancellation feature within the Services; (ii) Termination will be effective at the end of the current monthly billing period; (iii) Cancellation requests must be submitted through the Services and cannot be submitted via email or other communication methods; (iv) Prepaid fees will not be refunded, and any unpaid fees for the remainder of the Subscription Term will become immediately due and payable.

12.2.2 Annual Subscriptions: If Customer has subscription to an annual subscription, (i) Annual subscriptions may not be terminated before the end of the current annual term; (ii) No refunds of prepaid fees will be provided for early termination; (iii) Customer remains obligated to pay all fees for the remainder of the current annual term; (iv) Customer may opt out of auto-renewal at any time through the Services; (v) If auto-renewal is disabled, the subscription will terminate at the end of the current annual term; (vi) Customer may re-enable auto-renewal at any time before the end of the current term.

12.2.3 Termination for Cause: Either party may terminate this Agreement upon thirty (30) days’ prior written notice to the other party of a material breach, unless the breach is cured within such notice period.

12.2.4 Bankruptcy or Insolvency: LaderaAI may terminate this Agreement immediately if Customer becomes subject to a bankruptcy petition, insolvency proceeding, receivership, liquidation, or makes an assignment for the benefit of creditors that is not dismissed within sixty (60) days of commencement.

12.2.5 Suspension and Termination for IP Violations or Other Misuse: If LaderaAI, in good faith, believes that Customer or any Authorized User has used the Services in violation of LaderaAI’s intellectual property rights or Section 2.2 or 2.5 of this Agreement, LaderaAI may, in its sole discretion: (i) suspend or terminate Customer’s or any Authorized User’s right to access or use the Services, with or without notice; or (ii) terminate this Agreement immediately upon written notice.

12.3 Effect of Termination

Upon expiration or termination of this Agreement: All rights granted to Customer will immediately terminate, and Customer shall immediately cease, and ensure its Authorized Users cease, any and all use of the Services; (ii) LaderaAI will provide Customer the ability to export Customer Data for thirty (30) days following the effective date of termination or expiration; (iii) Any outstanding amounts owed under this Agreement, including unpaid Subscription Fees for the remainder of the Subscription Term, will become immediately due and payable; (iv) Each party shall return or destroy the other party’s Confidential Information in accordance with Section 9.3. If LaderaAI terminates this Agreement pursuant to Section 12.2.3 (material breach): (i) The licenses granted to Customer in Section 8.2 with respect to LaderaAI Materials shall immediately terminate; (ii) Customer shall immediately cease, and ensure its Authorized Users cease, all use of the LaderaAI Materials; and (iii) Customer shall destroy all copies of the LaderaAI Materials in its possession or control.

12.4 Survival

The following Sections shall survive termination or expiration of this Agreement: (i) Section 2.3 (Usage Restrictions), (ii) Section 2.4 (Open Source Components), (iii) Section 4.1 (Customer Responsibilities), (iv) Section 6 (Fees and Payment) (with respect to accrued but unpaid obligations), (v) Section 8 (Proprietary Rights), (vi) Section 9 (Confidentiality), (vii) Section 10.2 (Disclaimer), (viii) Section 11 (Limitation of Liability; Indemnity), (ix) Section 12.3 (Effect of Termination), (x) Section 13 (Changes to the Services), (xi) Section 14 (Exclusions), (xii) Section 15 (Government Licenses), (xiii) Section 16 (Procedure for Making Claims of Copyright Infringement), and (xiv) Section 17 (General Provisions).

13. CHANGES TO THE SERVICES

Customer understands and agrees that LaderaAI may change, suspend, or discontinue any part of the Services, or the Services as a whole, at any time. LaderaAI will notify Customer of any material changes to or discontinuation of the Services by email or via its website. Customer acknowledges and agrees that LaderaAI will not be liable to Customer or any third party (including, without limitation, any Authorized User) for any modification, suspension, or discontinuation of the Services (or any part thereof).

14. EXCLUSIONS

Customer acknowledges and agrees that LaderaAI shall have no responsibility or liability of any kind under this Agreement arising from: (i) problems caused by failed Internet connections or other hardware, software, or equipment not owned, controlled, or operated by LaderaAI; (ii) nonconformities resulting from misuse, abuse, negligence, or improper or unauthorized use of the Services by Customer, any Authorized User, or any third party; (iii) modification, amendment, revision, or change to the Services (or any part thereof) by any party other than LaderaAI; or (iv) any other factor outside of LaderaAI’s reasonable control.

15. GOVERNMENT LICENSES

The Platform and any related Documentation licensed to Customer under this Agreement are “commercial computer software” as that term is defined in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software or commercial computer software documentation subject to the terms of this Agreement, as specified in 48 C.F.R. 12.212 (Computer Software) and 48 C.F.R. 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software or commercial computer software documentation subject to the terms of this Agreement, as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

16. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

LaderaAI respects the intellectual property rights of others and expects users of the Services to do the same. In connection with the Services, LaderaAI has adopted and implemented a policy in accordance with copyright law that provides for the removal of infringing materials and, in appropriate circumstances, the termination of users who are repeat infringers of intellectual property rights, including copyrights.

If Customer believes that a user of the Services is unlawfully infringing a copyrighted work and wishes to have the allegedly infringing material removed, Customer must provide a written notification (pursuant to 17 U.S.C. § 512(c)) to LaderaAI’s designated Copyright Agent containing the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that is claimed to have been infringed; (c) a description of the location within the Services where the allegedly infringing material is located; (d) Customer’s address, telephone number, and email address; (e) a written statement that Customer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, made under penalty of perjury, that the information provided is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf.

Contact Information for LaderaAI’s Copyright Agent:

David Goulden

LaderaAI, Inc.

441 Grand Street, Redwood City, CA 94062

Phone: 650-704-3593

Email: info@ladera.ai

17. GENERAL PROVISIONS

17.1 Governing Law

This Agreement shall be governed by the laws of the State of California, without regard to its conflict of law principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.

17.2 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “Rules”) in San Francisco, California, unless otherwise agreed upon by the parties. To the extent feasible, arbitration will be conducted by video conference, telephone, or other telecommunication means. If there is any conflict between this paragraph and the Rules or procedural rules issued by the arbitrator, this paragraph shall control. The parties shall mutually agree on a single arbitrator experienced in the SaaS industry; if they cannot agree, the AAA shall appoint one. The arbitration shall be conducted in English. The arbitrator must provide detailed written findings of fact and conclusions of law supporting any award. Judgment on any award may be entered in any court of competent jurisdiction. The arbitrator shall not award damages except as permitted under this Agreement. All arbitration proceedings, awards, and related information shall be deemed Confidential Information. Each party shall bear its own costs and attorneys’ fees, except that the arbitrator’s fees shall be shared equally unless a different allocation is necessary to ensure a just result. Notwithstanding anything to the contrary, LaderaAI may seek equitable relief (such as injunction or specific performance) in any court of competent jurisdiction for actual or alleged infringement of its intellectual property or breach of confidentiality obligations, without posting a bond or proving damages.

17.3 Assignment

Customer may not assign this Agreement without LaderaAI’s prior written consent. Any attempted assignment without consent will be null and void. This Agreement will bind and benefit the parties and their permitted successors and assigns.

17.4 Waiver

The failure of LaderaAI to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision or any other provision.

17.5 Entire Agreement

This Agreement, including all Order Forms and any policies referenced herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral, relating to the subject matter hereof.

17.6 Severability

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed, and the remainder of the Agreement shall remain in full force and effect.

17.7 Force Majeure

Except for payment obligations, neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, labor disputes, telecommunications failures, natural disasters, government actions, terrorism, war, epidemics, pandemics, or other public health crises.

17.8 Notices

All legal notices under this Agreement must be in writing and will be deemed delivered: (i) when delivered personally; (ii) by email (upon acknowledgment or after 24 hours); (iii) one business day after deposit with an express courier; or (iv) three business days after certified or registered mail, return receipt requested. Notices shall be sent to the addresses specified in the applicable Order Form or otherwise communicated. LaderaAI may also provide notices to Customer via the email address associated with the Customer’s Account.

17.9 Amendments

LaderaAI may update or modify this Agreement at any time. Updates will be posted at https://www.ladera.ai/terms-of-service . Non-material changes or material changes that are not adverse to the Customer are effective upon posting. Material adverse changes to the Customer will be communicated to Customer via email or prominently posted notice and will become effective on the date specified in the notice. Customer’s continued use of the Services after the effective date with respect to any material adverse changes to the Agreement constitutes acceptance. If Customer does not agree, Customer must terminate its Account before the effective date of the changes.

17.10 Electronic Communications

By using the Services, Customer consents to receiving communications from LaderaAI electronically. Such communications will satisfy any legal requirements for written communications.

17.11 Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship between the parties. This Agreement does not confer any third-party beneficiary rights.

17.12 Prevailing Party

In any legal action or proceeding arising out of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs, in addition to any other relief to which it is entitled.

17.13 Export Control

Customer acknowledges that the Services may be subject to export control laws and regulations. Customer agrees not to export or re-export the Services without obtaining all necessary licenses or approvals from applicable governmental authorities.

CONTACT INFORMATION

If Customer has any questions about this Agreement, please contact us by email at: legal@ladera.ai

Simple Conversations. Smarter Decisions.

Ask hard questions in plain English, get powerful insights in seconds. Built from your data, tailored for your business.

Book a Demo