Terms & Conditions

Effective July 10, 2023

These Terms of Service (this “Agreement”) are a binding contract between you and Lanai Holdings, Inc. (“lanai.ai,” “lanai” “we,” or “us”). This Agreement governs your access to and use of the Services.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION/JURY TRIAL WAIVER THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11(B), THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

“Aggregated Statistics” refers to data and information related to your usage of the services provided by lanai.ai, which will be used by lanai.ai in an aggregated and anonymized manner. This includes compiling statistical and performance information related to the provision and operation of our services.

“Arbitration Agreement” denotes the mandatory individual arbitration provision specified in Section 11(b).

“Authorized User” pertains to your employees, consultants, contractors, and agents who are authorized by you to access and utilize the services under the rights granted to you according to this Agreement. These are individuals for whom access to the services has been purchased under this Agreement.

“Class Action/Jury Trial Waiver” refers to the provision in Section 11(c) that waives the right to participate in class actions or jury trials.

“Confidential Information” includes information related to the business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information of either party. This encompasses information shared orally or in written, electronic, or any other form or media. It should be noted that Confidential Information does not include information that: (a) is already in the public domain; (b) is known to the receiving party; (c) is lawfully obtained by the receiving party from a third party without any confidentiality obligations; or (d) is independently developed by the receiving party.

“Customer,” “you,” or “your” refers to you as the customer and includes your Authorized Users.

“Customer Account” signifies your account on the lanai.ai services.

“Customer Content” encompasses any content, including profile information, comments, questions, and other content in any form or medium, that is submitted, posted, displayed, transmitted, or otherwise made available on the lanai.ai services by you or any other Authorized User on your behalf. It should be noted that any output, copies, reproductions, and derivative works generated by your use of the services, as expressly permitted under this Agreement, which are derived from Customer Content, are also considered Customer Content. However, Aggregated Statistics are not classified as Customer Content.

“Documentation” refers to the user manuals, handbooks, guides, FAQs, instructional videos, and any other instructional materials provided electronically by lanai.ai to you. These materials pertain to the services offered by Lanai.ai and are accessible at www.lanai.ai

“Feedback” includes any communications or materials sent to us via mail, email, telephone, or any other means, suggesting or recommending changes to the services provided by lanai.ai. This includes, but is not limited to, suggestions for new features or functionality or any comments, questions, suggestions, ideas, or similar input relating to the services.

“Intellectual Property Rights” encompass all rights relating to patents, copyrights, mask work rights, moral rights, rights of publicity, trademarks, trade dress and service mark rights, goodwill, trade secret rights, and any other intellectual property rights that exist now or may come into existence in the future. This includes applications, registrations, renewals, and extensions of such rights under the laws of any state, country, territory, or jurisdiction.

“Lanai.ai IP” refers to (i) the services, including all materials contained or transferred within, such as software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, (ii) the Documentation, (iii) and all intellectual property provided to you or any other Authorized User in connection with the aforementioned. It should be noted that lanai.ai IP includes Aggregated Statistics and any information, data, or other content derived from content lanai.ai monitoring of your access to or use of the services. However, Customer Content is not included in lanai.ai IP.

“Privacy Policy” refers to the privacy policy available at www.lanai.ai/legal/privacy.

“Services” denote the online and/or mobile services, website, and software provided by lanai.ai as part of the service under this Agreement. The details of the Services can be found on lanai.ai website at lanai.ai.

“Third-Party Products” include any products, content, services, information, websites, or other materials owned by third parties that are incorporated into or accessible through the Services.

“User” or “Users” refer to all visitors, users, and other individuals who access the Services.

“User Accounts” refer to different types of accounts available for various types of Users.

2. Access and Use

(a) Eligibility. This is a contract between you and lanai.ai. Before using the Services, you must carefully read and agree to this Agreement. If you do not agree, you are not permitted to use the Services. You may only use the Services if you can enter into a legally binding contract with lanai.ai and comply with this Agreement, as well as all applicable local, state, national, and international laws, rules, and regulations. The Services are strictly prohibited for use by anyone under 13 years old (or under 16 years old in Europe), and such use violates this Agreement. Additionally, the Services are not available to any users who have been previously removed from the Services by lanai.ai.

(b) Grant of Access. Subject to your payment of fees and compliance with all the terms and conditions of this Agreement, lanai.ai grants you a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for your internal business operations, during the term of this Agreement and in accordance with the terms and conditions stated herein. Lanai.ai will provide you with the necessary passwords and access credentials to enable your access to the Services.

(c) Documentation License. In accordance with the terms and conditions of this Agreement, lanai.ai grants you a non-exclusive, non-transferable, and non-sublicensable license for your authorized users to use the Documentation solely for your internal business purposes in connection with the use of the Services.

(d) User Accounts. Your Customer Account grants you access to the Services and its associated functionality, which may be established and maintained by us at our sole discretion. We may also maintain other user accounts. If you create a Customer Account on behalf of a company, organization, or entity, the term “you” includes both you and that entity. By connecting to Lanai.ai using a third-party service, you authorize us to access and use your information from that service, as permitted by that service, and store your login credentials for that service. You must not use other users’ accounts without permission. When creating your Customer Account, you must provide accurate and complete information, and you are responsible for keeping this information up to date. You are solely responsible for all activities that occur under your Customer Account and must ensure the security of your Customer Account password. We encourage you to use strong passwords. Notify Lanai.ai immediately if there is any breach of security or unauthorized use of your Customer Account. Lanai.ai will not be liable for any losses caused by unauthorized use of your Customer Account. You can control your Customer Account profile and manage your interaction with the Services by adjusting the settings on your account page. By providing Lanai.ai with your email address, you consent to receive Services-related notices via email, including any legally required notices, instead of postal mail. We may also use your email address to send you other messages, such as updates to the Services and special offers. If you do not wish to receive such email messages, you can opt-out or adjust your preferences on your account page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

(e) Usage Restrictions. You must not, and you must not allow any authorized users to engage in any of the following prohibited activities: (i) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including automated or non-automated “scraping”; (ii) using any automated system, such as “robots,” “spiders,” or “offline readers,” to access the Services in a manner that generates more request messages to Lanai.ai servers than a human can reasonably produce within the same time period using a conventional online web browser (excluding public search engines, which are granted revocable permission to use spiders for copying publicly available materials from the Services for the sole purpose of creating publicly available searchable indices, but not caches or archives); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with or compromise the integrity or security of the system or decipher any transmissions to or from the servers running the Services; (v) taking any action that may unreasonably or disproportionately burden our infrastructure, as determined solely by us; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or misrepresenting your affiliation with a person or entity, engaging in fraudulent activities, or attempting to hide your identity; (x) interfering with the proper functioning of the Services; (xi) accessing any content on the Services through any technology or means not provided or authorized by the Services; or (xii) bypassing any measures we may employ to prevent or restrict access to the Services, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or its content.

(f) Aggregated Statistics. Despite any contrary provisions in this Agreement, Lanai.ai may monitor your use of the Services and collect and compile aggregated statistics. All rights, titles, and interests in these aggregated statistics, as well as any intellectual property rights therein, belong solely to Lanai.ai. You acknowledge that Lanai.ai may compile aggregated statistics based on the customer content provided through the Services. You agree that Lanai.ai may (i) make aggregated statistics publicly available in compliance with applicable law, and (ii) use aggregated statistics to the extent permitted by applicable law, provided that such aggregated statistics do not identify you or disclose your confidential information.

(g) Reservation of Rights. Lanai.ai reserves all rights not expressly granted to you under this Agreement. Except for the limited rights and licenses explicitly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, any intellectual property rights or any other right, title, or interest in or to Lanai.ai’s intellectual property.

(h) Suspension. Lanai.ai may, in its sole discretion and without prior notice, temporarily suspend or permanently terminate your access, as well as the access of any other authorized users, to any portion or all of the Services, with or without cause, including but not limited to situations where: (i) Lanai.ai reasonably determines that (A) there is a threat or attack on any Lanai.ai intellectual property, (B) your or any other authorized user’s use of the Services disrupts or poses a security risk to lanai.ai’s intellectual property or to any other customer or vendor, (C) you or any other authorized user is using the Services for fraudulent or illegal activities, (D) subject to applicable law, you have ceased your business operations, made an assignment for the benefit of creditors or a similar disposition of your assets, or become involved in any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding, or (E) providing the Services to you or any other authorized user violates applicable law; (ii) any vendor of Lanai.ai has suspended or terminated Lanai.ai’s access to or use of any third-party services or products necessary for your access to the Services; or (iii) as outlined in Section 5 of this Agreement.

(i) Changes to the Services. Lanai.ai may, without prior notice, make changes to the Services; discontinue providing certain Services or features, either to you or to all users; or impose usage limits on the Services. Lanai.ai may permanently or temporarily terminate or suspend your access to the Services, with or without notice and without any liability, for any reason, including if, in our sole determination, you violate any provision of this Agreement or for no reason at all. Even after termination, for any reason, you will continue to be bound by the terms of this Agreement.

(j) Disputes with Other Users. You are solely responsible for your interactions with other users of the Services. Lanai.ai reserves the right, but has no obligation, to monitor disputes between you and other users. Lanai.ai shall not be liable for any actions or inactions of other users or for any interactions between you and other users.

3. Intellectual Property Rights

(a) Customer Property. We acknowledge that Content created by you, the Customer, remains your exclusive ownership. We, at lanai.ai, reserve the right (but are not obligated) to remove any Customer Content shared through our Services. By submitting, posting, displaying, providing, or making available any Customer Content on or through our Services, you expressly grant Lanai.ai a worldwide, royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and create derivative works of the Customer Content. This license also includes the right to use your name, voice, and/or likeness as contained in the Customer Content, in connection with the operation and promotion of our Services, including modifying and enhancing our artificial intelligence models, as well as promoting and distributing our Services in any media formats and through any media channels.

Regarding your Customer Content, you affirm, represent, warrant, and covenant the following: (i) You have obtained the written consent of any identifiable individuals featured in the Customer Content to use their name or likeness as contemplated by our Services and this Agreement; (ii) You have obtained all necessary consents required by law to post any Customer Content related to third parties; (iii) Your Customer Content and our use thereof as described in this Agreement do not violate any laws or infringe upon any third-party rights, including Intellectual Property Rights and privacy rights; (iv) We may exercise the rights to your Customer Content granted under this Agreement without any obligation to pay guild fees, residuals, payments, fees, or royalties under any collective bargaining agreement or otherwise; and (v) You will not post content that includes nudity or other sexually suggestive material, hate speech, credible threats or direct attacks on individuals or groups, self-harm or excessive violence, fake or impostor profiles, content for dissemination in electoral campaigns, content that encourages violence, terrorism, or other serious harm, illegal content or content in furtherance of illegal activities, malicious programs or code, personal information of others without their consent, or spam, machine-generated content, or bulk unsolicited messages.

We, at lanai.ai, assume no responsibility and liability for any Customer Content posted, sent, or made available by you, other Users, or third parties via our Services. You are solely responsible for your Customer Content and the consequences of sharing, publishing, or making it available on our Services. You understand and agree that you may come across inaccurate, objectionable, inappropriate, or unsuitable Customer Content, and Lanai.ai shall not be liable for any damages you allege to incur in relation to any Customer Content.

(b) Lanai.ai Property. All Intellectual Property Rights related to Lanai.ai and our Services, including content posted by other Users, are the exclusive property of Lanai.ai and its licensors. Except as expressly provided in this Agreement, no license or rights are granted to you under these Intellectual Property Rights. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Lanai.ai property. Any use of Lanai.ai property not expressly permitted by this Agreement is strictly prohibited. The term “Lanai.ai property” includes lanai.ai’s intellectual property, aggregated statistics, and any other information, data, or content derived from our monitoring of your access to or use of our Services, excluding Customer Content. As part of this Agreement, you unconditionally and irrevocably grant Lanai.ai an assignment of all right, title, and interest in and to the aggregated statistics, including all Intellectual Property Rights related to them.

You may choose to submit Feedback to us, and we may invite you to do so. By submitting any Feedback, you acknowledge that it is provided voluntarily, without any obligation, and without placing Lanai.ai under any fiduciary or other obligation. You agree that we are free to use the Feedback without any additional compensation to you, and we may disclose the Feedback on a non-confidential basis or to anyone else. You understand that our acceptance of your submission does not waive any rights we have to use similar or related ideas already known to us or developed by our employees or obtained from sources other than you. If you or any of your employees, contractors, or agents send or transmit Feedback, we are free to use it regardless of any other obligations or limitations between you and us. All Feedback will be treated as non-confidential. On your behalf, you hereby assign all right, title, and interest in the Feedback to lanai.ai, and you shall ensure that your Authorized Users also assign such rights. We are free to use any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback for any purpose whatsoever, without any attribution or compensation to you or any third party, although we are not obligated to use any Feedback.

(c) DMCA Notice. As a company that respects artist and content owner rights, Lanai.ai follows the requirements of the Digital Millennium Copyright Act of 1998 (“DMCA”) when responding to alleged infringement notices.

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through our Services, please notify our copyright agent in accordance with the DMCA. To ensure the validity of your complaint under the DMCA, provide the following information in writing: 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 2. Identification of the copyrighted work claimed to have been infringed; 3. Identification of the allegedly infringing material and its location on our Services; 4. Information reasonably sufficient to allow us to contact you, such as your address, telephone number, and email address; 5. A statement that you have a good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law; and 6. A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on behalf of the owner.

Submit the above information to our DMCA Agent:

Attn: Legal Department, lanai.ai, Inc.

Address:

Lanai Holdings, Inc.

11005 Granbury Cv.,

Temple, TX 76502

Email: help@lanai.ai

Please note that this procedure is exclusively for notifying Lanai.ai and its affiliates of alleged copyright infringement. The requirements mentioned above are intended to comply with lanai.ai’s rights and obligations under the DMCA, including 17 U.S.C. §512(c). However, they should not be considered legal advice. For guidance on your rights and obligations under the DMCA and other applicable laws, it is advisable to consult an attorney.

In compliance with the DMCA and other applicable laws, Lanai.ai may terminate User Accounts or limit access to the Services in appropriate circumstances for Users who are deemed to be repeat infringers or who infringe upon the intellectual property rights of others, whether through repeat infringement or otherwise, at our sole discretion.

4. Customer Responsibilities

(a) Acceptable Use Policy. The Services provided by Lanai.ai must not be utilized for any activities that are prohibited as outlined in this Acceptable Use Policy (AUP). Prohibited activities include:

(i) Replicating, distributing, selling, reselling, or disclosing any part of the Services in any form or medium, including automated or non-automated “scraping” methods.

(ii) Employing automated systems such as “robots,” “spiders,” “offline readers,” or similar technologies to access the Services in a manner that generates a higher volume of request messages to the Lanai.ai servers than what a human can reasonably produce within the same timeframe using a standard web browser. However, operators of public search engines are granted temporary permission to use spiders for the sole purpose of creating publicly available searchable indices of materials, provided it does not involve caching or archiving of such materials.

(iii) Transmitting spam, chain letters, or any unsolicited emails.

(iv) Attempting to interfere with, compromise the system integrity or security, or decipher any transmissions to or from the servers running the Services.

(v) Engaging in actions that, at our sole discretion, may unreasonably or disproportionately burden our infrastructure.

(vi) Uploading invalid data, viruses, worms, or any other software agents that may disrupt the Services.

(vii) Collecting or harvesting personally identifiable information or other personal information, including account names, from the Services.

(viii) Utilizing the Services for any commercial solicitation purposes.

(ix) Impersonating another person or misrepresenting your affiliation with a person or entity, engaging in fraudulent activities, or attempting to conceal your identity.

(x) Interfering with the proper functioning of the Services.

(xi) Accessing any content on the Services using unauthorized technologies or means not provided or authorized by Lanai.ai.

(xii) Circumventing any measures implemented by us to prevent or restrict access to the Services, including features designed to prevent or restrict the use or copying of any content or impose limitations on the use of the Services or its content.

You are required to comply with all the terms and conditions outlined in this Agreement, as well as with all applicable laws, rules, and regulations. Additionally, you must adhere to any guidelines, standards, and requirements that may be posted on the Lanai.ai website from time to time, including the AUP.

(b) Account Use. You are solely responsible and liable for all activities conducted through the Services and Documentation, whether directly or indirectly, resulting from access granted by you. This includes both authorized and unauthorized use of the Services, and you will be held accountable for all acts and omissions of Authorized Users. Any actions or omissions by an Authorized User that would constitute a breach of this Agreement if performed by you will be deemed a breach by you. It is your responsibility to ensure that all Authorized Users are aware of and comply with the provisions outlined in this Agreement as they apply to their use of the Services.

(c) Passwords and Access Credentials. You are responsible for maintaining the confidentiality of your passwords and access credentials associated with the Services. Under no circumstances should you sell or transfer these credentials to any other individual or entity. Promptly notify us if you become aware of any unauthorized access to your passwords or access credentials.

(d) Third-Party Products. The Services may provide access to Third-Party Products. These Third-Party Products are subject to their own terms and conditions, which will be presented to you for acceptance within the Services, either through a website link or by other means. If you do not agree to the applicable terms of any Third-Party Products, refrain from installing, accessing, or using them. Please note that Lanai.ai does not endorse or assume any responsibility for these Third-Party Products. If you access a Third-Party Product from the Services or share your Customer Content on any third-party website or service, you do so at your own risk. Understand that this Agreement and lanai.ai’s Privacy Policy do not apply to your use of such external sites. By using any Third-Party Products, including Customer Content submitted by other Users, you explicitly release Lanai.ai from any liability arising from such use. Furthermore, any interactions or engagements with advertisers found on the Services, such as payment, delivery of goods, or other terms, are solely between you and the respective advertisers. You agree that Lanai.ai shall not be held responsible for any loss or damage of any kind resulting from your dealings with such advertisers.

5. Fees and Payment

(a) Billing Policies. Certain aspects of the services provided by Lanai.ai may require payment. By opting to use the paid services, you agree to abide by our Pricing and Payment Terms, which can be found at www.lanai.ai/pricing. These terms are subject to updates at our discretion. We reserve the right to introduce new services with additional fees and charges, as well as modify or amend fees and charges for existing services, at any time. Any changes to our Pricing and Payment Terms will take effect in the billing cycle following the notice of such changes provided in this agreement.

(b) No Refunds. You have the option to cancel your customer account at any time; however, please note that there will be no refunds for cancellations. In the event that Lanai.ai suspends or terminates your customer account or this agreement, you acknowledge and agree that no refunds or exchanges will be provided for unused subscription time, license, or subscription fees for any part of the services, any content or data associated with your customer account, or any other items.

(c) Free Trials. Occasionally, we or our third-party service providers may offer free trials for specific services. If you participate in a free trial, your payment method will be automatically billed on the day your free trial ends or the day you begin your paid subscription. This billing will continue on each recurring billing date thereafter, subject to Section 5(d). You will not receive a notification regarding the end of your free trial and the subsequent payment for your subscription. To avoid charges to your payment method, it is necessary to cancel your subscription before midnight Pacific Standard Time on the last day of your free trial period. If you cancel your subscription during a free trial, the cancellation may take immediate effect.

(d) Automatic Renewal of Subscription Fees. If you subscribe to our services, the corresponding fees as specified in your user account and/or on the checkout page will automatically renew on a monthly basis unless and until you notify us of your intent to cancel your subscription. You must submit a cancellation notice on your settings page or in writing and send it to help@lanai.ai. The cancellation will take effect in the month following the month in which you provide us with notice. You understand that unless you inform us of your cancellation, your subscription and all associated fees will continue to renew automatically. By authorizing us or our authorized third-party payment provider (without further notice to you unless required by applicable law), we are permitted to charge you the applicable subscription fees, including any taxes, using any eligible payment method we have on record for you.

(e) Risk of Loss. Any products that may be purchased from or through our services are transported and delivered to you by an independent carrier that is not affiliated with or controlled by Lanai.ai. The title to the products purchased on our services, as well as the risk of loss for such products, transfers to you when we or our supplier delivers them to the carrier.

(f) Payment Information; Taxes. We accept various payment methods through Stripe, including but not limited to Mastercard, Visa, and American Express. By using our services, you agree to be bound by Stripe’s Services Agreement, which is available at https://stripe.com/us/legal. It is essential that all information you provide for purchases, transactions, or other monetary interactions with our services is accurate, complete, and up-to-date. You are responsible for all charges incurred by users of your credit card, debit card, or other payment method used in connection with purchases, transactions, or other monetary interactions with our services at the prices in effect when such charges are incurred. You will also be liable for any applicable taxes related to these purchases, transactions, or monetary interactions, if applicable.

6. Confidential Information

From time to time, Lanai.ai and the Customer may disclose or provide access to each other’s Confidential Information. The party receiving the Confidential Information shall not disclose it to any individual or entity, except to its employees who require access to the Confidential Information in order to fulfill their responsibilities under this Agreement. These employees must be obligated to protect the Confidential Information to a degree no less stringent than what is required by this Agreement. However, both parties are permitted to disclose Confidential Information to the extent necessary: (i) to comply with a court order or any other governmental directive or applicable law, provided that the disclosing party gives prior written notice to the other party and makes reasonable efforts to secure a protective order, or (ii) to assert their rights under this Agreement, including making legally required court filings. The obligations of non-disclosure regarding Confidential Information shall commence upon the initial disclosure and remain in effect for a period of five years. However, in the case of any Confidential Information that qualifies as a trade secret according to applicable law, the obligations of non-disclosure shall continue even after the termination or expiration of this Agreement for as long as such Confidential Information remains protected as a trade secret under applicable law.

Lanai.ai values the security and integrity of your personal information. However, we cannot guarantee that unauthorized third parties will never succeed in circumventing our security measures or using your personal information for improper purposes. By providing your personal information, you acknowledge that you do so at your own risk.

7. Privacy Policy

Lanai.ai adheres to its Privacy Policy when providing its Services. The Privacy Policy is subject to modifications as outlined therein. By accessing, utilizing, and disclosing information to or through our Services, you acknowledge that you have examined and agreed to our Privacy Policy, and you give consent to all actions undertaken by us in relation to your information in accordance with the most recent edition of our Privacy Policy.

8. Warranty Disclaimer

THE SERVICES PROVIDED BY Lanai.ai ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Lanai.ai PROVIDES THE SERVICES WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Lanai.ai OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

LANAI.AI, ITS SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THE ACCURACY, RELIABILITY, OR CORRECTNESS OF THE CONTENT. FURTHERMORE, Lanai.ai DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, BE UNINTERRUPTED OR SECURE, HAVE ANY DEFECTS OR ERRORS CORRECTED, OR BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT RESULTING FROM, DOWNLOADED, OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AND USED AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING FROM SUCH USE, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA.

LANAI.AI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE. Lanai.ai WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

SOME STATES, PROVINCES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GRANTS YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. Indemnification

Customer shall defend, indemnify, and hold harmless Lanai.ai, its subsidiaries, agents, licensors, managers, and other affiliated companies, as well as their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs, or debts, including but not limited to attorney’s fees, arising from:

(i) Customer’s or Customer’s Authorized Users’ use of and access to the Services, including any data or content transmitted or received by Customer or Customer’s Authorized Users;

(ii) Customer’s or Customer’s Authorized Users’ violation of any term of this Agreement, including, without limitation, Customer’s or Customer’s Authorized Users’ breach of any of the representations and warranties mentioned above;

(iii) Customer’s or Customer’s Authorized Users’ violation of any third-party right, including, without limitation, any right of privacy or intellectual property rights;

(iv) Customer’s or Customer’s Authorized Users’ violation of any applicable law, rule, or regulation;

(v) Customer Content or any content submitted via Customer’s or Customer’s Authorized Users’ User Account, including, without limitation, misleading, false, or inaccurate information;

(vi) Customer’s or Customer’s Authorized Users’ willful misconduct; or

(vii) any other party’s access and use of the Services with Customer’s or Customer’s Authorized Users’ unique username, password, or other appropriate security code.

10. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Lanai.ai BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY:

(a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES;

(b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS;

(d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR

(e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER Lanai.ai WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL Lanai.ai BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Lanai.ai ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

(I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT;

(II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES;

(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN;

(IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES;

(V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY;

(VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR

(VII) CUSTOMER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL LANAI.AI, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO Lanai.ai UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Lanai.ai HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

(a) Governing Law. You agree that: (i) the services provided by Lanai.ai (“the Company”) shall be deemed solely based in Texas; and (ii) the services shall be deemed passive and not give rise to personal jurisdiction over the Company, either specific or general, in jurisdictions other than Texas. This Agreement shall be governed by the internal substantive laws of the State of Texas, without regard to its conflict of laws principles. The parties acknowledge that this Agreement evidenced a transaction involving interstate commerce. Despite the preceding sentences concerning substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 11(b) and preempts all state laws to the fullest extent permitted by law. If the FAA is found not to apply to any issue arising from or relating to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Texas for any actions for which the Company retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of the Company’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Texas is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

(b) Arbitration. Please read this Section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Lanai.ai. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Lanai.ai that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the services provided by Lanai.ai, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the services; or (d) any other aspect of your relationship or transactions with Lanai.ai, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.

If you are a new user of Lanai.ai, you can reject and opt out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing Lanai.ai at help@lanai.ai with your first and last name and stating your intent to opt out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at help@Lanai.ai and attempt to resolve the dispute with us informally. In the unlikely event that Lanai.ai has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or Texas unless you and Lanai.ai agree otherwise. If you are using the services for commercial purposes, each party will be responsible for paying any AAA filing, administrative, and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. If you are an individual using the services for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Lanai.ai agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as preventing Lanai.ai from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights, or other proprietary rights or preventing you from asserting claims in small claims court if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

(c) Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND Lanai.ai AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER Lanai.ai USERS. YOU AND Lanai.ai FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND Lanai.ai ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

12. Miscellaneous

(a) Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Lanai.ai in connection with the Services, shall constitute the entire agreement between you and Lanai.ai concerning the Services. Except as otherwise stated in Section 11(b), if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

(b) Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email or a visible banner in the Services. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Lanai.ai will provide at least 30 days’ advance notice of changes to any service level that Lanai.ai reasonably anticipates may result in a material reduction in quality or services.

(c) Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

(d) US Government Rights. Each of the software components that constitute the Services and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors.

(e) No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Lanai.ai’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.

(f) Notices. Unless otherwise provided for in this Agreement, any notices to us must be sent to our corporate headquarters at 11005 Granbury Cv., Temple, TX 76502 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us.

Lanai.ai may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Lanai.ai in our sole discretion. Lanai.ai reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Lanai.ai is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

(g) Assignment. This Agreement, and any rights and licenses granted hereunder, is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Please contact us at help@lanai.ai with any questions regarding this Agreement.