2. Services; Accounts; Changes
2.1 Services. Lacy.ai provides AI-enabled phone agents, communications, workflow automation, appointment booking, integrations, reporting, implementation, optimization, and related software and services (collectively, the “Services”). The particular Services, capacities, locations, agents, minutes, automation runs, implementation scope, and other entitlements are those stated in the applicable Order Form.
2.2 Accounts and Authorized Users. Customer is responsible for complete and accurate registration information, safeguarding credentials, restricting access to authorized personnel, and all activity occurring through its accounts, API keys, telephone numbers, integrations, and sub-accounts. Customer will promptly notify Lacy.ai of suspected unauthorized access. Accounts and entitlements may not be transferred, resold, sublicensed, or shared outside Customer’s organization without written consent.
2.3 Implementation and Dependencies. Customer will timely provide personnel, decisions, content, credentials, system access, test data, approvals, and cooperation reasonably required for implementation. Dates dependent on Customer or third parties are estimates and will be equitably extended for delay, incomplete information, scope changes, or events outside Lacy.ai’s reasonable control. Lacy.ai may rely on Customer instructions and information without independent verification.
2.4 Platform Changes. Lacy.ai may maintain, modify, replace, or discontinue features, models, carriers, vendors, integrations, or technical methods. Lacy.ai will not materially reduce the core functionality expressly committed in an Order Form during its then-current Term except where required for security, law, third-party availability, or platform integrity. Customer’s purchase is not contingent on future functionality or statements about a product roadmap.
2.5 Service Limits and Excessive Use. Lacy.ai may enforce plan limits, throttle usage, require an upgrade, assess authorized overages, or suspend activity that is excessive, abusive, unlawful, insecure, or materially degrades the Services. Trials may not be used consecutively or through multiple accounts to avoid Fees.
2.6 Beta Services. Beta, preview, experimental, or early-access features may be changed or withdrawn at any time, are provided as-is, and are excluded from service levels and support commitments unless expressly stated otherwise.
2.7 Implementation Review and Acceptance. When Lacy.ai notifies Customer that a deployment, milestone, configuration, or deliverable is ready for review, Customer will test it promptly and provide written notice of any material nonconformity within five (5) business days. The notice must identify specific, reproducible failures to conform to the applicable Order Form. The work is deemed accepted upon the earliest of Customer’s written approval, production launch, productive use, or expiration of the review period without a valid rejection. Preferences, enhancements, scope additions, and post-acceptance changes are not defects. Customer delay, failure to test, or failure to provide dependencies does not delay billing, the Subscription start date, or payment obligations.
2.8 Change Control. Work outside an accepted scope—including new agents, campaigns, locations, integrations, systems, workflows, major redesigns, data migrations, or Customer-requested reversals—requires available Optimization Credits as approved by Lacy.ai, a change order, an SOW, an upgrade, or additional Fees. Lacy.ai is not obligated to begin out-of-scope work before written authorization.
2.9 Regulatory and Provider Changes. Lacy.ai may add disclosures, disable or restrict features, change models, carriers, vendors, configurations, scripts, or technical methods, require consent evidence or safeguards, restrict jurisdictions or industries, or migrate Customer to a compliant configuration when reasonably necessary because of law, regulatory guidance, carrier rules, security concerns, or Third-Party Service requirements. Subject to nonwaivable law and express Order Form commitments, those actions do not constitute breach or create a refund right. New external costs may be passed through as permitted by Section 4.5.
3. Customer Responsibilities and Acceptable Use
3.1 Lawful Use. Customer is solely responsible for determining whether and how to use the Services lawfully and for the acts and omissions of its employees, contractors, agents, customers, end users, and other persons using the Services through Customer (collectively, “Authorized Parties”). Customer will obtain and maintain all notices, consents, licenses, registrations, permits, and permissions required for Customer Data, communications, recordings, automated decision-making, AI use, marketing, and business operations.
3.2 Communications Compliance. Customer is solely responsible for recipient selection, content, timing, frequency, consent, suppression, disclosure, recording, and legality of calls, messages, emails, and other communications. Customer will comply with all applicable communications laws, including the TCPA, Telemarketing Sales Rule, FCC rules, Do Not Call requirements, CAN-SPAM, call-recording laws, privacy laws, and analogous laws. Lacy.ai provides technology and does not serve as Customer’s legal adviser or independently validate consent.
3.3 Customer Data and DNC Controls. Customer represents that Customer Data is lawfully collected, accurate to its knowledge, and may be processed as instructed. Customer will maintain and honor internal and national do-not-call or suppression lists, opt-outs, revocations of consent, time-of-day restrictions, and legally required disclosures. Lacy.ai may block or suspend communications in response to carrier complaints, regulatory risk, or suspected unlawful activity.
3.4 Prohibited Conduct. Customer will not use the Services to violate law or third-party rights; facilitate fraud, deception, harassment, discrimination, threats, exploitation, or unlawful surveillance; transmit malware; interfere with security or availability; probe or penetration-test without written permission; reverse engineer or attempt to extract source code, models, prompts, algorithms, or nonpublic data; bypass limits; impersonate another person; generate prohibited content; or provide access to a Lacy.ai competitor for competitive analysis.
3.5 AI Oversight. Customer understands that AI outputs may be probabilistic, incomplete, inaccurate, or inappropriate. Customer is responsible for human oversight, testing, escalation paths, legally required disclosures, and decisions made from outputs. Customer will not use the Services as the sole basis for decisions producing legal or similarly significant effects in high-risk fields unless expressly approved in writing and operated with legally sufficient safeguards.
3.6 Third-Party Terms. Customer will comply with terms applicable to telecommunication carriers, models, integrations, marketplaces, data providers, and other Third-Party Services. Lacy.ai may remove an integration or Third-Party Service without liability when it is changed, discontinued, restricted, or presents legal, security, or operational risk.
3.7 Customer Control and Independent Compliance Review
Customer acknowledges that Lacy.ai provides configurable technology and related implementation and support services. Customer—not Lacy.ai—is the seller, caller, message sender, campaign sponsor, data controller, business operator, and party responsible for determining the lawful purpose, configuration, recipients, content, timing, frequency, disclosures, consent requirements, recording practices, retention practices, and use of the Services. Lacy.ai’s implementation, optimization, training, templates, suggestions, or technical assistance do not transfer Customer’s responsibilities to Lacy.ai.
Before launching, modifying, or expanding any use, Customer must independently identify, investigate, understand, and comply with every applicable law, regulation, regulatory order, industry rule, carrier requirement, contractual restriction, and professional standard in every relevant country, state, province, territory, municipality, and other jurisdiction. Customer will obtain advice from qualified legal counsel and appropriate compliance professionals and repeat its review when it enters a new jurisdiction, changes a campaign or data source, adds a channel or use case, or applicable requirements change.
Customer is solely responsible for establishing and documenting a lawful basis for communications; obtaining, retaining, and honoring consent; determining required AI, recording, monitoring, marketing, and sponsorship disclosures; screening suppression and do-not-call lists; complying with calling-time, frequency, caller-identification, abandonment, and recordkeeping rules; maintaining written procedures and training; monitoring agents; and preserving evidence sufficient to demonstrate compliance. Availability of a feature, default, template, integration, or workflow does not mean its use is lawful or suitable.
3.8 Compliance Resource Center; No Legal Advice
Lacy.ai may provide educational materials through its AI Phone Agent Compliance Resource Center at https://www.lacy.ai/ai-phone-agent-compliance-resource-center and through other guides, checklists, templates, training, or communications. These materials are a general educational starting point only. They are not comprehensive, jurisdiction-specific, continuously current, or tailored to Customer’s circumstances; do not constitute legal, regulatory, tax, privacy, security, or professional advice; do not create an attorney-client, fiduciary, advisory, or monitoring relationship; and do not certify, approve, warrant, or guarantee compliance.
Lacy.ai is not a law firm. No Lacy.ai employee, contractor, AI system, support representative, implementation specialist, salesperson, or account manager is authorized to provide legal advice or approve Customer’s legal compliance. Customer may not rely on Lacy.ai’s configuration, acceptance of instructions, absence of a warning, template, default, support response, or another customer’s use as confirmation that Customer’s conduct is lawful. Customer must consult its own qualified counsel.
3.9 No Duty to Monitor; Protective Rights
Lacy.ai has no obligation to investigate, audit, monitor, supervise, approve, or verify Customer’s compliance, consent records, data sources, recipient lists, scripts, representations, licenses, policies, or practices. Any review, warning, restriction, recommendation, refusal, or nonaction does not transfer responsibility, create a continuing duty, constitute approval, guarantee detection, or waive rights.
Without liability and without prior notice where immediate action is reasonably appropriate, Lacy.ai may refuse to configure, launch, transmit, optimize, or support a use case; require consent records, legal analysis, policies, licenses, data-source documentation, or other evidence; require changes to scripts, settings, lists, disclosures, workflows, or practices; block recipients, destinations, campaigns, numbers, content, integrations, or features; suspend, restrict, throttle, quarantine, or terminate Services; preserve evidence; cooperate with carriers, processors, regulators, law enforcement, courts, or affected third parties; and report suspected fraud, abuse, unlawful conduct, or security threats where permitted or required.
3.10 Fraud, Abuse, and Evasion
Customer and Authorized Parties must not use or permit the Services for fraud, scams, deception, impersonation, identity theft, phishing, spoofing, unauthorized access, harassment, threats, unlawful discrimination, exploitation, misleading offers, fabricated endorsements, unlawful telemarketing, unlawful debt collection, evasion of suppression lists or carrier controls, number rotation intended to avoid blocking, traffic pumping, manipulation of caller identification, prohibited surveillance, malware, infringement, or unlawfully obtained, scraped, stolen, misleading, or materially inaccurate data. Customer will not interfere with emergency services, public-safety systems, telecommunications networks, or another person’s rights.
3.11 Voice Cloning, Likeness, and Identity Rights
Before supplying, requesting, or using a cloned, synthetic, or simulated voice, name, likeness, identity, persona, trademark, or other indicia of identity (“Persona Materials”), Customer represents and warrants that it has verified the relevant identity and obtained documented, legally sufficient, continuing permission covering the intended creation, processing, deployment, channels, jurisdictions, duration, and commercial uses. Customer will provide evidence on request and promptly notify Lacy.ai if permission is limited, disputed, revoked, or expires.
Customer will not use Persona Materials to impersonate or mislead others as to identity, affiliation, endorsement, sponsorship, authority, or origin. Lacy.ai may refuse, suspend, remove, preserve, or delete Persona Materials; require renewed verification; or notify affected persons or authorities when reasonably necessary. Customer is responsible for all publicity, privacy, biometric, copyright, trademark, labor, contract, fraud, and other rights associated with Persona Materials and will indemnify the Lacy.ai Parties for related Customer-controlled claims under Section 14.
3.12 Emergency Services and Safety-Critical Use
Unless an Order Form expressly states otherwise and Lacy.ai has agreed to applicable regulated obligations, the Services are not an emergency-response service, public-safety answering point, alarm-monitoring service, medical provider, dispatch guarantee, or substitute for 911 or other emergency services. Customer will maintain human and telecommunications fallbacks, accurate emergency instructions, appropriate escalation procedures, and business-continuity plans, and will test urgent-call routing. Customer will not represent that Lacy.ai guarantees emergency detection, routing, dispatch, response, or outcome and will not rely on the Services as the exclusive means of receiving or handling urgent or safety-critical communications. Nothing in this Section disclaims a duty that applicable law does not permit Lacy.ai to disclaim.
3.13 Customer Scripts, Knowledge, Offers, and Decisions
Customer is responsible for the completeness, accuracy, substantiation, legality, and currency of scripts, knowledge bases, prices, offers, warranties, availability, service areas, appointment rules, licenses, credentials, policies, instructions, and other information communicated through the Services. Customer will promptly correct outdated or inaccurate information. Lacy.ai may rely on Customer information without independent verification and may refuse material that appears misleading, unsupported, unsafe, or unlawful. Rework caused by inaccurate, incomplete, or changed Customer information may consume Credits or require additional Fees.
Customer determines whether an AI agent may accept orders, quote prices, schedule appointments, collect information, initiate transactions, or make other commitments. Unless expressly stated in an Order Form, the Services do not independently verify a person’s authority, eligibility, identity, inventory, price, professional status, or legal capacity.
3.14 No Authority to Bind; Human Review
Unless expressly configured and authorized by Customer, an AI agent may not enter a contract, settle a claim, make a legal admission, provide professional advice, guarantee a price or outcome, modify Customer policy, or approve a transaction requiring human judgment. No AI agent or output may bind Lacy.ai to any promise, representation, warranty, admission, or obligation. Customer is responsible for establishing human review and approval for commitments, payments, regulated decisions, sensitive actions, and exceptions.
3.15 Restricted and High-Risk Uses
Lacy.ai may prohibit or require a separate written agreement, safeguards, or review for emergency or public-safety uses; medical diagnosis or treatment; legal advice; credit, lending, insurance, housing, employment, education, or benefits eligibility; debt collection; political campaigning; government use or impersonation; services directed to minors; biometric categorization or emotion recognition; payment-card data; protected health information; or activities requiring professional licensure. Customer will not deploy such a use without Lacy.ai’s express written approval and all legally required safeguards. Approval is not legal advice or compliance certification.
3.16 Cooperation and Customer Assumption of Responsibility
Customer will promptly cooperate concerning any complaint, opt-out, consent inquiry, carrier inquiry, payment dispute, investigation, threatened claim, or suspected violation. Customer will provide requested records, identify responsible personnel, preserve evidence, stop affected activity when directed, and implement reasonable corrective measures. Failure to cooperate is a material breach.
To the maximum extent permitted by law, Customer assumes responsibility for claims, investigations, fines, penalties, damages, losses, and expenses resulting from Customer’s business, products, services, offers, data, instructions, representations, recipient selection, communications, recording, failure to obtain or honor consent, failure to make disclosures, failure to maintain suppression lists or procedures, violation of law or third-party rights, and fraud, abuse, negligence, or willful misconduct by Customer or an Authorized Party, whether performed manually, automatically, through AI, through an integration, or through a configuration implemented at Customer’s direction. Nothing transfers responsibility that law does not permit a party to transfer.
3.17 Compliance Records; Minimum Retention; Audit Rights
Customer will create, preserve, and maintain complete and accurate compliance records sufficient to establish the lawful basis for each communication and campaign, including the source, method, date, time, scope, language, and evidence of consent; the disclosed seller, brand, caller, and purpose; scripts and versions; recipient and source lists; suppression and do-not-call screening; opt-outs and revocations; recording notices; campaign settings; complaints; training; and corrective actions. Customer will retain those records for at least five (5) years after the applicable communication, or longer if required by law, regulation, carrier rule, contractual obligation, or the applicable limitation period, and will promptly provide them to Lacy.ai upon request.
Lacy.ai may, itself or through a qualified designee, review Customer’s relevant records, controls, systems, and practices on reasonable notice to assess compliance, investigate risk, respond to a complaint or inquiry, or protect the Services and Lacy.ai Parties. Lacy.ai may require immediate or expedited production where fraud, abuse, unlawful communications, security risk, carrier action, or regulatory exposure is reasonably suspected. If a review identifies material noncompliance, Customer will promptly remediate it and reimburse Lacy.ai’s reasonable review and response costs to the extent permitted by law. A review, failure to review, or acceptance of records is not approval, certification, legal advice, or a transfer of Customer responsibility.
3.18 Do-Not-Call Screening; Revocation; Calling Controls
Customer—not Lacy.ai—is solely responsible for obtaining lawful access to, screening against, and honoring every applicable federal, state, provincial, territorial, entity-specific, industry, and internal do-not-call, reassigned-number, suppression, and opt-out list. Customer will perform and document screening before launch and at least once every thirty (30) days thereafter, and more frequently whenever required by applicable law, regulatory guidance, carrier rule, or Customer’s own commitments. Customer will not provide or instruct Lacy.ai to contact a recipient who should be suppressed.
Customer will provide reasonable and effective means for recipients to revoke consent or opt out through any method recognized by applicable law, including spoken requests during a call, and will capture, propagate, and honor each request within the shortest period required by law and in no event later than ten (10) business days. Customer is solely responsible for calling windows based on recipient location, contact frequency, abandonment and prerecorded-message rules, caller identification, required disclosures, and any lawful one-time confirmation of an opt-out. Lacy.ai may assist technically, but that assistance does not make Lacy.ai responsible for Customer’s screening, suppression, or compliance program.
3.19 Prohibited Destinations; Data Minimization
Customer will not direct communications to 911, emergency lines, public-safety answering points, hospital emergency lines, patient rooms, paging services, or other restricted, sensitive, or safety-critical destinations except where expressly authorized by law and approved in writing by Lacy.ai. Customer is solely responsible for identifying and suppressing such destinations and for maintaining accurate routing and recipient data.
Customer will limit uploaded, transmitted, and integrated data to information reasonably necessary for the approved use case. Unless expressly authorized in a signed Contract Document subject to appropriate safeguards, Customer will not submit Social Security numbers, financial-account credentials, full payment-card data, medical or health information, government identifiers, authentication secrets, or other sensitive or regulated data. Customer will configure data fields, retention, access, and exports according to data-minimization and least-privilege principles.
3.20 Customer Verification; Know-Your-Customer Cooperation
Customer will provide complete, accurate, and current information reasonably requested to verify its identity, legal existence, ownership, beneficial owners, business address, personnel, intended use cases, data sources, telecommunications activity, licensing, sanctions status, and authority to use payment methods, telephone numbers, brands, and Persona Materials. Lacy.ai may request supporting documents, perform screening, reverify information, require deposits or enhanced review, and disclose verification information to processors, carriers, vendors, authorities, or other parties as permitted or required by law. Lacy.ai may refuse onboarding or suspend, restrict, or terminate Services if Customer fails verification, provides misleading information, or presents unacceptable legal, fraud, credit, security, carrier, or reputational risk.
4. Fees; Annual Commitment; Billing
4.1 Fees. Customer will pay all subscription fees, Deployment Fees, usage-based charges, overages, Communication Surcharges, add-ons, additional-location fees, professional-services fees, taxes, and other amounts stated in or calculated under the Contract Documents (“Fees”). Current public plan descriptions are informational; the accepted Order Form determines Customer’s binding pricing and entitlements.
4.2 Twelve-Month Commitment. Unless an Order Form expressly states otherwise, each paid Subscription has a non-cancelable initial term of twelve (12) months (the “Initial Term”). A price displayed or invoiced “per month,” “monthly,” or “/mo” is a monthly installment of the full twelve-month contractual commitment and does not create a month-to-month subscription or a right to cancel before the end of the Term. Customer’s payment obligation is independent of usage and continues through the Term.
4.3 Deployment Fees. Deployment Fees compensate Lacy.ai for reserving capacity and performing implementation work. They are separate from Subscription Fees, become nonrefundable when the applicable Order Form is accepted or work begins, whichever occurs first, and do not include work outside the stated scope.
4.4 Usage and Overage Charges. Usage is measured by Lacy.ai’s systems and applicable provider records. Unless an Order Form states otherwise, included monthly allowances reset each billing period, do not roll over, have no cash value, and may not be shared across plans, locations, or accounts. Overage and usage charges may be billed in arrears. Lacy.ai may correct demonstrable billing errors.
4.5 Price Changes. Lacy.ai may change prices, packaging, included allowances, and rates for a renewal term upon notice before renewal. Usage-based, carrier, regulatory, tax, and third-party pass-through charges may be adjusted during a Term to reflect increased external costs, changes in law, or changes requested by Customer, subject to the applicable Order Form and law.
4.6 Invoicing and Automatic Payment Authorization
Lacy.ai may issue invoices for amounts due under this Agreement or an applicable Order Form, SOW, change order, proposal, or other written purchase authorization. Unless otherwise stated in the applicable commercial document, each invoice is due within seven (7) calendar days after the invoice date.
By entering into this Agreement or providing a payment method to Lacy.ai or its payment processor, Customer authorizes Lacy.ai and its payment processors to store and use any credit card, debit card, bank account, ACH authorization, or other payment method Customer has authorized and placed on file (each, an “Authorized Payment Method”).
If an invoice remains unpaid after its seven-day payment period, Customer authorizes Lacy.ai, without further transaction-specific approval, to charge or debit any Authorized Payment Method for the outstanding invoice balance, including applicable taxes and authorized Fees, provided the underlying amount is due under a Contract Document or other valid written purchase authorization. Lacy.ai may initiate collection beginning on the eighth (8th) calendar day after the invoice date or later. Lacy.ai need not obtain a new signature or approval before collecting an amount already authorized and due.
Customer’s execution or authorized acceptance of an Order Form, SOW, change order, proposal, or purchase authorization authorizes Lacy.ai to commence the approved work, creates Customer’s binding payment obligation, and authorizes collection using an Authorized Payment Method. This structure permits Lacy.ai to allocate resources and continue approved work without waiting for manual invoice payment.
All transactions remain subject to applicable law and payment-network, ACH-network, financial-institution, acquiring-bank, and processor requirements. A bank debit may be initiated only while a valid applicable mandate remains effective. If additional consent is legally required, Lacy.ai may require it before processing. Revoking a payment method does not cancel the Agreement or extinguish amounts due; Customer must promptly provide another valid method.
4.7 Billing-Date Alignment and Proration
Lacy.ai may establish or change a recurring billing date, including moving billing from a signup anniversary to the first day of each calendar month or another standardized date. Lacy.ai may prorate Fees for a transitional period, use a shortened or extended billing period, charge for the period between the former and new billing dates, and apply reasonable reconciliation adjustments to avoid duplicate base Subscription Fees. A billing-date change does not shorten the Term, reduce the total commitment, or create a cancellation right. Lacy.ai will provide advance notice when required by law or applicable payment rules, including at least seven (7) calendar days’ notice of a recurring ACH timing change when required.
4.8 Failed Payments; Collections; Disputes
Customer will maintain accurate billing information and at least one valid Authorized Payment Method. If a transaction fails, Lacy.ai may reattempt it in accordance with applicable rules, use another valid Authorized Payment Method, invoice the amount, suspend or restrict Services, pause work, or pursue lawful collection remedies. Suspension does not pause billing or reduce the commitment. Customer will reimburse reasonable collection costs, attorneys’ fees, return fees, and processor charges to the extent permitted by law. Billing disputes must be submitted in writing within thirty (30) days after the invoice date with reasonable detail; undisputed amounts remain payable. A chargeback does not resolve the underlying contractual obligation.
After expiration of any stated payment period or grace period, Lacy.ai may assess a late charge equal to the lesser of ten percent (10%) of the past-due amount or the maximum amount permitted by law, plus interest at the maximum lawful rate and reasonable costs of collection. A late charge is intended to compensate Lacy.ai for administrative and carrying costs and does not limit any suspension, acceleration, collection, or other remedy.
4.9 Taxes. Fees exclude sales, use, excise, VAT, GST, withholding, telecommunications, and similar taxes or assessments, except taxes on Lacy.ai’s net income. Customer will pay or reimburse applicable amounts and provide valid exemption documentation before billing. Payments will be made without setoff or deduction; if withholding is required, Customer will gross up the payment so Lacy.ai receives the amount it would have received absent withholding, except where prohibited by law.
4.10 No Refunds. Except as required by law or expressly stated in an Order Form, all Fees are nonrefundable and noncreditable, including for unused Services, unused allowances, Customer delay, early cessation of use, suspension, or termination for Customer breach. A discretionary credit or exception is not a precedent or continuing waiver.
5. AI Optimization Credits
5.1 Purpose. Certain plans include an annual allocation of AI Optimization Credits (“Included Credits”). Customers may also purchase additional AI Optimization Credits (“Purchased Credits”). Included Credits and Purchased Credits are collectively referred to as “Credits.” Credits provide limited post-launch capacity for Lacy.ai to maintain, tune, refine, and incrementally improve an existing deployed configuration. Deployment Fees cover the initial implementation scope stated in the applicable Order Form. Credits generally apply only after the applicable agent, workflow, integration, campaign, or framework has been deployed. Credits are not hours, currency, stored value, service levels, or an entitlement to unlimited development, implementation, consulting, or support.
5.2 Classification and Valuation. Lacy.ai will determine reasonably and in good faith whether a request qualifies for Credit-based work and the Credits required. Credit valuation may reflect complexity, risk, urgency, affected systems, testing, dependencies, and required resources and is not based solely on elapsed time. Lacy.ai will also determine whether an SOW, change order, plan upgrade, or separate Fee is required. Estimates may change if the scope, requirements, or dependencies change.
5.3 Requests, Approval, and Scheduling. Only an authorized Customer representative may request Credit-based work. Lacy.ai may require written approval before consuming Credits. Submission does not guarantee acceptance or delivery by a particular date. Work remains subject to capacity, feasibility, Customer cooperation, third-party availability, security, plan limitations, and scheduling. Lacy.ai may decline, defer, limit, phase, or propose an alternative for work that is unsafe, unlawful, infeasible, outside scope, or materially risky.
5.4 Discretionary Exceptions. Lacy.ai may, in its discretion, treat an otherwise excluded request as Credit-based work or provide courtesy work without consuming Credits. Any exception applies only to that specific request, does not modify this Agreement, does not establish a course of dealing or precedent, and does not require Lacy.ai to provide similar treatment in the future.
5.5 Included Credits. The applicable plan or Order Form identifies the Customer’s annual allocation of Included Credits. Any stated monthly equivalent is provided solely for planning purposes. It does not create a separate monthly allocation, guaranteed monthly service level, minimum monthly delivery obligation, or right to demand work during a particular month. Unless an Order Form expressly states otherwise, Included Credits expire at the end of the Term in which they were issued, do not roll over into a subsequent Term, are nonrefundable and have no cash value, are nontransferable and may not be shared between unaffiliated accounts, may not be applied against Subscription Fees, usage charges, or other amounts owed, and are forfeited upon expiration or termination of the applicable Subscription. Customer delay, incomplete instructions, missing dependencies, or failure to request eligible work does not extend the expiration of Included Credits.
5.6 Purchased Credits. Purchased Credits are separate from and additional to the Customer’s Included Credits. Purchased Credits do not expire due to the passage of time or renewal of the Customer’s Subscription and remain available while the Customer maintains an active Lacy.ai account in good standing. Purchased Credits are nonrefundable, nontransferable, have no cash value, and may not be applied against Subscription Fees, usage charges, or other amounts owed. Unless an applicable Order Form expressly states otherwise, unused Purchased Credits are forfeited when the Customer’s final Lacy.ai account is permanently terminated or closed. Lacy.ai will consume Included Credits before Purchased Credits whenever both are available, unless otherwise agreed in writing. A plan renewal, upgrade, or downgrade does not eliminate an existing Purchased Credit balance.
5.7 Additional Credit Purchases
Additional Credits must be purchased in blocks of at least ten (10) Credits. The following standard pricing applies unless an Order Form, promotional offer, or written purchase document expressly states otherwise:
The same block pricing applies to Ignite, Growth, and Scale Customers. A Customer’s Subscription tier determines the number of Included Credits received with the plan but does not change the price of Purchased Credits. Pricing discounts are determined solely by the size of the Purchased Credit block. Enterprise pricing or other negotiated pricing may be stated in the applicable Order Form. Lacy.ai may change block pricing for future purchases in accordance with this Agreement, but a pricing change will not alter Credits already purchased.
5.8 Customer Responsibilities and Outcomes. Customer will timely provide complete and accurate instructions, content, access, test data, decisions, and approvals and will review and test completed changes. Rework caused by inaccurate instructions, reversals, unauthorized changes, changed requirements, or third-party changes may consume additional Credits or Fees. Credits provide optimization capacity but do not guarantee revenue, conversion, bookings, performance, compliance, or other outcomes.