Terms & Conditions

1. Agreement; Contracting Parties; Order of Precedence

1.1 Agreement. This Master Services Agreement and Terms and Conditions (the “Agreement”) is entered into between Particle Automation, LLC, a Delaware limited liability company doing business as Lacy.ai (“Lacy.ai,” “we,” “us,” or “our”), and the business or other legal entity accepting this Agreement (“Customer,” “you,” or “your”). The individual accepting this Agreement represents and warrants that the individual has authority to bind Customer. The Services are offered for business use and not for personal, family, or household purposes.

1.2 Acceptance. Customer accepts this Agreement by signing or electronically accepting an Order Form, statement of work, proposal, checkout page, or other document incorporating it; creating or using a Platform Account; or accessing or using the Services after receiving notice of this Agreement. If a person uses the Services for a business, that business is the Customer and is responsible for the person’s acts and omissions.

1.3 Contract Documents. “Order Form” means a mutually accepted order form, statement of work (“SOW”), change order, proposal, checkout record, or other purchase document identifying Services and commercial selections. “MSSA” means a separately executed master subscription and services agreement or master services agreement between the parties. This Agreement, any applicable MSSA, accepted Order Forms, the Privacy Policy, and expressly incorporated addenda form the “Contract Documents.” References to an Order Form include a credit-purchase work order. An invoice records amounts otherwise authorized; it does not independently amend legal terms or authorize additional scope.

1.4 Order of Precedence. Subject to Section 1.6, conflicts are resolved in this order: (a) a mutually signed amendment expressly identifying the provisions it changes; (b) a signed data processing agreement, business associate agreement, or service-level agreement, solely within its stated subject matter; (c) the applicable MSSA; (d) this Agreement; (e) the applicable Order Form or SOW; and (f) other incorporated policies and website materials. An addendum does not change a liability limitation or unrelated legal term unless it expressly identifies that change. An Order Form may complete scope, quantities, pricing, dates, and other commercial selections that these master terms expressly permit; such a permitted selection is not a conflicting override. An Order Form, SOW, work approval, invoice, or purchase order cannot otherwise change precedence, Credit expiration or forfeiture, warranties, remedies, ownership, confidentiality, indemnity, liability, or dispute terms. Any such change requires a separate amendment signed by authorized representatives of both parties identifying the affected provisions. A sales statement, demonstration, pricing page, course of dealing, or routine operational approval does not amend the Contract Documents.

1.5 Protected Parties. References to Lacy.ai in provisions allocating risk or providing releases, disclaimers, limitations, or indemnities include, to the maximum extent permitted by law, Particle Automation, LLC and its affiliates, members, managers, owners, officers, directors, employees, contractors, agents, licensors, vendors, successors, and assigns (collectively, the “Lacy.ai Parties”). Nothing in this Agreement limits liability that cannot lawfully be limited.

1.6 Applicability to New and Existing Customers. This version applies to new Customers accepting it on or after September 24, 2026. Existing Customers retain their previously accepted agreements and commercial terms for the periods those documents provide unless they accept a properly identified replacement or amendment, renew under properly noticed applicable terms, or otherwise become subject to an update through a mechanism permitted by their existing Contract Documents and law. Publication alone does not replace a binding legacy agreement. An additional Credit purchase does not by itself replace the Customer’s MSSA, renew a Subscription, or migrate legacy rights. Any intended replacement must identify the affected agreement, changes, and effective date and satisfy its amendment requirements. Section 7 also applies.

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. New or modified scope, deliverables, timing, or cost requires a written SOW or Change Order accepted by authorized representatives of both parties before the affected work begins. The document must identify the change, Fees or Credits, dependencies, and schedule. Electronic signatures and express email acceptance may satisfy execution if the approved document and approving representatives are identifiable. Routine requests, estimates, tickets, and operational approvals do not amend an existing commitment or the master legal terms. Credit-based requests also remain subject to Section 5. Lacy.ai need not begin additional or changed work before the required approval, available eligible Credits, and any expressly required advance payment. This does not excuse performance already owed within an accepted scope.

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 applicable agreed 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. Under the default seven-day period, Lacy.ai may initiate collection beginning on the eighth (8th) calendar day after the invoice date or later. A different expressly agreed payment deadline governs collection of that invoice. 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. Lacy.ai may elect to begin authorized work before payment but is not required to extend credit. If the accepted commercial document expressly requires advance payment, cleared funds are a condition to the affected work. A new Credit order does not change an existing Subscription start date or payment schedule.

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, expressly provided in Section 6.4, or agreed in an amendment satisfying Section 1.4, Fees are nonrefundable and noncreditable, including for unused Services or allowances, Customer delay, early cessation of use, suspension, or termination for Customer breach. A discretionary adjustment is not a precedent or continuing waiver. Nonrefundability does not eliminate an express warranty remedy or a nonwaivable legal right.

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.

Generally Eligible	Examples	Generally Excluded / Separate Scope
AI agent tuning	Prompts, greetings, qualification questions, objection handling, escalation language, or behavior within an existing agent	A new agent, new use case, or material redesign
Quality assurance and maintenance	Representative call review, corrections, prompt refinement, and limited knowledge-base updates	Large content migrations, extensive data cleanup, or repeated work caused by inaccurate Customer instructions
Existing booking and workflows	Limited changes to existing rules, triggers, actions, routing, notifications, or handoffs	A new workflow, automation framework, department, location rollout, or materially different business process
Existing campaigns	Script, disposition, retry, qualification, or messaging refinements within a deployed campaign	A new campaign build, multi-step campaign framework, or new audience strategy
Existing CRM and integrations	Limited field, status, tag, mapping, or outcome adjustments within a functioning integration	A new integration, replacement system, API, middleware layer, or reconstruction caused by a third-party migration
Existing reporting and tools	Limited report, filter, label, classification, or Mid-Call Tool configuration changes	Custom software, dashboards, APIs, databases, complex reporting systems, or materially new tools
Routine configuration	Approved business-information changes and comparable small adjustments	Legal advice, compliance certification, strategic consulting, extensive training, or third-party remediation

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. Before a debit, the parties must document the eligible work, Credit allocation, and objective debit events, including any allocation to planning, testing, or delivery. Debits may not exceed that authorization. Changes require the applicable written approval under Section 2.8. A request or Credit purchase does not promise a particular delivery date; work remains subject to capacity, feasibility, dependencies, security, plan limits, and scheduling. Lacy.ai may decline, defer, phase, or propose alternatives for unsafe, unlawful, infeasible, or excluded work. Debiting Credits does not itself establish deliverable acceptance under Section 2.7. Lacy.ai will keep a Customer-accessible record of allocations, debits, and balances and will not charge twice for the same work.

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. 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 Included Credits and expire six (6) calendar months after the purchase date. The purchase date is the date the applicable purchase order is accepted by both parties; for an order signed by Customer and then Lacy.ai, it is the date Lacy.ai countersigns. Unused Purchased Credits are forfeited at expiry. An active Lacy.ai account in good standing is required, and unused Purchased Credits are also forfeited if the Customer’s final Lacy.ai account is permanently terminated or closed before expiry. Purchased Credits are nonrefundable, nontransferable, have no cash value, and may not be applied against Subscription Fees, usage charges, or other amounts owed, subject to nonwaivable law. Renewal, upgrade, downgrade, non-use, or a later purchase does not extend a purchase’s expiration date. Eligible Included Credits are consumed first, then eligible Purchased Credits in order of earliest expiration. Additional purchases require separate acceptance and do not authorize automatic replenishment. This six-month rule applies to purchases accepted under these revised terms; prior purchases retain their accepted terms unless validly amended. Other independently authorized charges remain effective.

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:

Purchased Credit Block	Price	Effective Price per Credit
10 Credits	$3,000	$300
20 Credits	$5,700	$285
40 Credits	$10,800	$270
80 Credits	$20,000	$250

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.

6. Term; Renewal; Non-Renewal; Termination

6.1 Term and Automatic Renewal. The Initial Term begins on the start date stated in the Order Form or, if none, when Customer first receives access or Lacy.ai begins work. Unless an Order Form states otherwise, the Subscription automatically renews for successive twelve-month renewal terms (each a “Renewal Term,” and with the Initial Term, the “Term”) unless either party gives written notice of non-renewal at least thirty (30) days before the current Term ends. Non-renewal is effective only at the end of the current Term and does not excuse committed Fees.

6.2 No Cancellation at Will. Customer may stop using the Services at any time, but stopping use, requesting account closure, removing a payment method, or submitting a support ticket does not terminate the Term or payment commitment. Early termination is permitted only as expressly stated in this Agreement or an Order Form.

6.3 Termination for Cause. Either party may terminate an affected Order Form if the other party materially breaches it and fails to cure within thirty (30) days after detailed written notice; nonpayment has a ten (10)-day cure period. Lacy.ai may terminate or suspend immediately for unlawful use, security risk, fraud, repeated payment failure, carrier or regulator direction, threat to the Services or third parties, or a breach incapable of cure.

6.4 Effect of Termination. Upon expiration or termination, Customer’s access ends and all accrued amounts become due. If Lacy.ai terminates for Customer breach or Customer terminates other than for Lacy.ai’s uncured material breach, all remaining committed Fees for the Term become immediately due as agreed compensation for reserved capacity and commercial commitment, not as a penalty, to the extent permitted by law. If Customer properly terminates for Lacy.ai’s uncured material breach, Lacy.ai will refund prepaid recurring Subscription Fees allocable to the unused post-termination period; Deployment Fees, usage, third-party costs, and completed work remain nonrefundable.

6.5 Data Export and Deletion. Before expiration or termination, Customer is responsible for exporting Customer Data using available functionality. Subject to law, security, backup cycles, and an applicable data-processing agreement, Lacy.ai may delete Customer Data after termination and has no obligation to retain or provide it. Sections intended by their nature to survive—including payment, ownership, confidentiality, disclaimers, limitations, indemnity, dispute resolution, and miscellaneous terms—survive.

7. Legacy Customers and Historical Plans

7.1 Legacy Treatment. Plans, prices, rates, allowances, or cancellation terms previously offered by Lacy.ai are not available to new customers merely because they appear in an archived document or were provided to another customer. A legacy customer retains only those historical commercial terms expressly documented in that customer’s accepted Contract Documents and only for the period those documents provide.

7.2 Migration and Renewal. Unless Customer affirmatively agrees otherwise, this Agreement does not by itself retroactively replace a legacy customer’s binding commercial terms for an existing term. Upon renewal, plan change, expansion, additional location, ownership transfer, replacement Order Form, or accepted migration, Lacy.ai may offer then-current plans and terms. Grandfathered or promotional treatment is personal to the applicable Customer, nontransferable, conditioned on continuous service and timely payment, and may end as stated in the applicable Contract Documents.

8. Customer Data; Privacy; Security

8.1 Ownership and License. As between the parties, Customer owns Customer Data. Customer grants Lacy.ai and its subprocessors a worldwide, nonexclusive right to host, copy, transmit, modify, display, analyze, and otherwise process Customer Data as necessary to provide, secure, support, and improve the Services; comply with law; and exercise rights under the Contract Documents. Customer represents it has all rights and consents necessary for this processing.

8.2 Privacy; Prohibited and Regulated Data. Lacy.ai will process personal information under its Privacy Policy and any applicable data-processing agreement. Unless the parties expressly authorize the relevant category in a signed Contract Document and implement required safeguards, Customer will not submit, expose, or instruct Lacy.ai to process protected health information; full payment-card or PCI authentication data; biometric identifiers or templates; Social Security or national-identification numbers; government-issued identifiers; financial-account credentials; passwords, private keys, access tokens, or authentication secrets; precise geolocation; information about minors; or other sensitive, specially regulated, or high-risk data (collectively, “Prohibited Data”). HIPAA obligations apply only under a signed business associate agreement. Customer is responsible for classifying its data and configuring collection fields and integrations accordingly. Lacy.ai may reject, quarantine, redact, delete, restrict, or require removal of Prohibited Data without liability and may suspend the affected processing until appropriate safeguards are established.

8.3 Security. Lacy.ai will maintain commercially reasonable administrative, technical, and organizational safeguards appropriate to the Services. No system is completely secure. Customer is responsible for endpoint security, permissions, credential hygiene, backups under its control, and secure configuration of Customer systems and integrations.

8.4 Aggregated Data. Lacy.ai may generate and use usage, diagnostic, statistical, and performance data. Lacy.ai may use and disclose data that has been aggregated or de-identified so it does not reasonably identify Customer or an individual, for analytics, benchmarking, security, operations, and service improvement.

8.5 Recordings, Transcripts, and Retention. Customer determines whether communications may be recorded, monitored, or transcribed and is responsible for required notices and consent. Transcripts, summaries, classifications, and AI-generated records may contain errors and are not official or legally authoritative records unless independently reviewed by Customer. Lacy.ai does not guarantee permanent preservation. Customer must export and retain records it is legally or operationally required to keep. Lacy.ai may preserve relevant records in response to a litigation hold, subpoena, carrier or regulatory inquiry, fraud investigation, security incident, dispute, or legal obligation. Retention and deletion remain subject to the applicable data-processing agreement, law, security requirements, and backup cycles.

9. Confidentiality

9.1 Confidential Information. “Confidential Information” means nonpublic information disclosed by a party that is marked confidential or should reasonably be understood as confidential, including business plans, pricing, security information, software, prompts, models, credentials, Customer Data, and technical materials. It excludes information the recipient can document was lawfully known without restriction, independently developed, received lawfully from a third party, or publicly available without breach.

9.2 Protection and Use. The recipient will use Confidential Information only to perform or exercise rights under the Contract Documents, protect it using at least reasonable care, and disclose it only to personnel and contractors with a need to know who are bound by protective obligations. Disclosure required by law is permitted after advance notice where legally allowed and reasonable cooperation at the discloser’s expense.

9.3 Equitable Relief. Unauthorized use or disclosure may cause irreparable harm for which monetary damages are inadequate. The discloser may seek appropriate equitable relief without waiving other remedies and, where permitted, without posting bond.

10. Intellectual Property

10.1 Lacy.ai Technology. Lacy.ai and its licensors own the Services, Platform Content, software, workflows, templates, models, prompts, algorithms, documentation, know-how, methods, improvements, Usage Data, and all related intellectual property (“Lacy.ai Technology”). Except for the limited right to use the Services during the Term, no rights are granted. Customer will not copy, modify, create derivative works, resell, reverse engineer, remove notices, or use Lacy.ai Technology to train or build a competing service.

10.2 Customer Materials. Customer retains ownership of materials it supplies. Customer grants Lacy.ai a license to use them to provide and support the Services. Customer warrants the materials and instructions do not infringe rights or violate law.

10.3 Configuration and Deliverables. Unless an Order Form expressly states otherwise, configurations, prompts, workflows, connectors, templates, scripts, documentation, and other deliverables created by Lacy.ai remain Lacy.ai Technology, including generalized know-how and reusable components. Customer may use Customer-specific configurations through the Services during the Term.

10.4 AI-Generated Content. AI-generated or AI-assisted outputs may be similar or identical to content generated for other users, may include material that is inaccurate or not protectable by intellectual-property law, and are not guaranteed to be unique, original, registrable, noninfringing, or suitable for Customer’s purpose. To the extent Lacy.ai has rights in an output expressly designated for Customer and those rights are not Lacy.ai Technology or third-party materials, Lacy.ai grants Customer a nonexclusive right to use that output during the Term for Customer’s internal business purposes. Customer is solely responsible for human review, clearance, substantiation, modification, publication, and use of outputs and for determining whether additional permissions or disclosures are required.

10.5 Feedback. Customer grants Lacy.ai a perpetual, irrevocable, worldwide, royalty-free right to use feedback and suggestions without restriction or compensation, provided Lacy.ai does not publicly identify Customer without permission.

10.6 Marketing and Publicity License

Customer grants Lacy.ai and the Lacy.ai Parties a worldwide, nonexclusive, royalty-free license during the Term to display Customer’s business name, trade names, trademarks, service marks, and logos in customer lists, websites, sales materials, presentations, proposals, social media, articles, announcements, and other materials that truthfully identify Customer as a Lacy.ai customer. Customer may opt out of future uses under this paragraph by written notice to legal@lacy.ai. Lacy.ai will use commercially reasonable efforts to discontinue new uses within a reasonable period after receiving the notice; the notice does not require recall or removal of materials already printed, published, distributed, archived, or contractually committed.

Lacy.ai may use and publish aggregated, statistical, anonymized, or de-identified information derived from Customer’s use of the Services—including generalized use cases, industry descriptions, call patterns, performance metrics, workflows, outcomes, and excerpts—without further approval, provided the publication does not reasonably identify Customer or an individual. Lacy.ai determines the form, timing, placement, editing, and continuation of such materials and is not obligated to publish or continue any use.

Lacy.ai will obtain Customer’s written approval before first publishing marketing material that identifies Customer and contains identifiable call audio, a substantially verbatim identifiable transcript, a Customer quotation or testimonial, nonpublic Customer performance results, or a detailed case study. Approval may be provided by an authorized Customer representative through email, an Order Form, a release, or another written electronic communication and will cover reasonable editing, formatting, excerpting, reproduction, distribution, and promotion of the approved material unless the approval expressly limits those uses.

Customer represents and warrants that it has obtained and will maintain every consent, release, notice, license, and other right required from callers, call recipients, employees, contractors, customers, voice owners, and other persons whose names, voices, likenesses, statements, recordings, data, or materials Customer supplies or approves for publicity. Customer will not authorize Lacy.ai to publish material that is unlawful, misleading, confidential, infringing, or subject to a restriction inconsistent with the authorized use. Customer’s publicity approval does not make Lacy.ai responsible for Customer’s underlying communications or consent practices, and related Customer-controlled claims remain subject to Section 14.

11. Third-Party Services and Communications Infrastructure

The Services depend on carriers, cloud hosts, AI model providers, software platforms, APIs, and other Third-Party Services. Their availability, accuracy, security, pricing, and terms are outside Lacy.ai’s control. Lacy.ai is not liable for third-party changes, outages, filtering, blocking, number reputation, message delivery, data loss, API limitations, or discontinuation. Customer authorizes Lacy.ai to transmit Customer Data to Third-Party Services configured or requested by Customer. Communication Surcharges and pass-through fees may be billed as incurred.

11.1 Telephone Numbers and Caller Identification. Telephone numbers provisioned through the Services are licensed or assigned for use during the applicable Subscription and are not sold to Customer. Number availability, continued assignment, portability, caller-name display, reputation, labeling, registration, filtering, and call completion are not guaranteed. Customer will use accurate caller identification and will not spoof, rotate, or manipulate numbers to mislead recipients or evade blocking, suppression, carrier controls, or enforcement. Lacy.ai may change carriers or numbers when reasonably necessary and, subject to law and carrier rules, may reclaim or release numbers after termination.

11.2 Porting. A port request is subject to account good standing, payment of amounts due, complete and accurate documentation, carrier requirements, technical feasibility, and reasonable processing time. Lacy.ai does not guarantee completion by a particular date and is not responsible for carrier delay or rejection. Customer is responsible for business-directory, advertising, and operational changes resulting from a number change or port.

11.3 Third-Party Reconstruction. If a CRM, calendar, carrier, API, model provider, or other Third-Party Service changes, migrates, restricts, or discontinues its system, Lacy.ai may modify or discontinue the affected integration, require new credentials, use a substitute provider, or require Credits, a change order, an SOW, or additional Fees to reconstruct or migrate functionality. Lacy.ai may decline unsupported or insecure legacy systems.

12. Warranties and Disclaimers

12.1 Mutual Authority. Each party warrants authority to enter into the Agreement. Lacy.ai warrants professional and workmanlike performance of professional services. Customer must give detailed written notice of a material failure within thirty (30) days after the affected performance. The exclusive warranty remedy is re-performance of the nonconforming Services, without additional Fees or Credit debits for that corrective work. Preferences, added scope, changed instructions, and third-party changes are not warranty correction. This remedy remains subject to nonwaivable law and does not eliminate the express termination and refund rights in Section 6.4.

12.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES, AI OUTPUTS, BETA SERVICES, DOCUMENTATION, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LACY.AI PARTIES DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LACY.AI DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLIANT FOR CUSTOMER’S PARTICULAR USE, OR THAT COMMUNICATIONS WILL BE DELIVERED OR AI OUTPUTS WILL BE ACCURATE. LACY.AI DOES NOT GUARANTEE REVENUE, SAVINGS, BOOKINGS, CONVERSIONS, CUSTOMER SATISFACTION, OR BUSINESS RESULTS. CUSTOMER ASSUMES RESPONSIBILITY FOR TESTING, SUPERVISION, BACKUPS, BUSINESS CONTINUITY, AND USE OF OUTPUTS.

13. Limitation of Liability

13.1 Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE LACY.AI PARTIES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITY, OR ANTICIPATED SAVINGS; LOSS OR CORRUPTION OF DATA; COST OF SUBSTITUTE SERVICES; OR INTERRUPTION, REGULATORY PENALTIES, OR THIRD-PARTY CLAIMS, ARISING FROM OR RELATED TO THE CONTRACT DOCUMENTS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

13.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE LACY.AI PARTIES ARISING FROM OR RELATED TO ALL CONTRACT DOCUMENTS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO LACY.AI FOR THE AFFECTED SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. FEES PAID UNDER A RELATED CREDIT ORDER ARE INCLUDED ONLY TO THE EXTENT ATTRIBUTABLE TO THOSE AFFECTED SERVICES AND PAID WITHIN THAT PERIOD; THE SAME PAYMENT IS NOT COUNTED TWICE. FOR FREE SERVICES, THE CAP IS ONE HUNDRED DOLLARS ($100).

13.3 Scope. The limitations apply regardless of theory and notwithstanding failure of an essential remedy. They do not limit Customer’s payment obligations, indemnification obligations, infringement or misappropriation of Lacy.ai Technology, breach of use restrictions, or fraud or willful misconduct. Other nonwaivable liabilities remain unaffected.

14. Indemnification

Customer will defend, indemnify, and hold harmless the Lacy.ai Parties from claims, investigations, proceedings, penalties, fines, damages, losses, judgments, settlements, and reasonable attorneys’ fees arising from or related to: Customer Data, materials, instructions, products, or services; Customer’s or an Authorized Party’s communications or use of the Services; actual or alleged violation of law, privacy, consent, recording, telemarketing, consumer-protection, employment, or industry requirements; infringement or misappropriation by Customer materials; breach of the Contract Documents; fraud, negligence, or willful misconduct; disputes between Customer and its customers or third parties; taxes attributable to Customer; or unauthorized use of Customer’s accounts. Lacy.ai will provide reasonable notice and cooperation at Customer’s expense. Customer may not settle a claim admitting fault by or imposing obligations on a Lacy.ai Party without written consent. Lacy.ai may participate with counsel at its own expense or assume control where its interests are materially affected.

15. Suspension; Mitigation; Force Majeure

15.1 Suspension. Lacy.ai may suspend, restrict, throttle, or disable Services immediately for nonpayment, suspected fraud, chargebacks, security risk, unlawful activity, Contract Document breach, carrier complaint, regulatory or law-enforcement request, excessive use, or risk to Lacy.ai or others. Lacy.ai will use commercially reasonable efforts to limit suspension to affected Services where practical. Reinstatement may require cure, updated payment information, deposits, fees, or safeguards.

15.2 Mitigation. Each party will take reasonable steps to mitigate recoverable damages. Customer will maintain appropriate fallbacks, human escalation, business continuity, and backups rather than relying on the Services as its sole means of receiving urgent or emergency communications.

15.3 Force Majeure. Neither party is liable for delay or failure caused by events beyond reasonable control, including disasters, labor disputes, war, terrorism, civil unrest, epidemics, government action, utility or internet failure, carrier or cloud outage, cyberattack not caused by failure to use reasonable safeguards, or third-party service failure. This does not excuse Customer’s obligation to pay amounts accrued or committed for reserved capacity.

16. Dispute Resolution; Arbitration; Class Waiver

16.1 Governing Law. Delaware law governs without regard to conflict-of-laws principles. The Federal Arbitration Act governs the arbitration provision.

16.2 Informal Resolution. Before filing arbitration, a party will send a detailed written notice of dispute and allow thirty (30) days for good-faith resolution. This requirement does not prevent urgent equitable relief or collection of undisputed amounts.

16.3 Binding Arbitration. Any dispute arising from or relating to the Contract Documents or Services will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before one arbitrator. The seat and hearing location will be Dallas, Texas, unless the parties agree to remote proceedings. Judgment may be entered in any court with jurisdiction. Either party may bring an individual claim in small-claims court if eligible and may seek injunctive relief for misuse of intellectual property, data, credentials, or Confidential Information.

16.4 CLASS-ACTION WAIVER. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING RELIEF.

16.5 Time Limit. To the maximum extent permitted by law, any claim must be commenced within one (1) year after the claimant knew or reasonably should have known of the facts giving rise to it, or it is permanently barred. Claims for unpaid Fees may be brought within the otherwise applicable statutory period.

17. Notices; Electronic Communications

Formal notices must be in writing. Notices to Lacy.ai must be sent to legal@lacy.ai and to Particle Automation, LLC d/b/a Lacy.ai, Attn: Legal Department, 8 The Green, Suite A, Dover, Delaware 19901. Notices to Customer may be sent to an email or address associated with its account or Order Form. Email notice is effective when sent absent a delivery failure; courier notice is effective on delivery. Customer consents to electronic contracting, signatures, invoices, renewal notices, and operational communications and will keep contact information current.

18. Changes to this Agreement

Lacy.ai may update this Agreement for future customers at any time. For an existing Customer, a material update will take effect at renewal unless earlier effect is required by law, security, payment-network or carrier rules, or third-party requirements, or Customer accepts the update through an Order Form or electronic acceptance. Continued use after the effective date of a properly noticed update constitutes acceptance where permitted by law. Changes to pricing for a current Term require an Order Form or another basis expressly permitted in this Agreement.

19. Miscellaneous

19.1 Assignment. Customer may not assign or transfer a Contract Document without Lacy.ai’s prior written consent. Lacy.ai may assign to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or change of control. Unauthorized assignments are void.

19.2 Independent Contractors. The parties are independent contractors. The Agreement creates no partnership, franchise, fiduciary, employment, agency, or joint venture relationship. Neither party may bind the other.

19.3 No Third-Party Beneficiaries. Except for the Lacy.ai Parties expressly protected by this Agreement, there are no third-party beneficiaries.

19.4 Entire Agreement; Reliance. The Contract Documents are the complete agreement regarding their subject matter and supersede prior or contemporaneous proposals, communications, and understandings. Customer acknowledges it has not relied on a promise not stated in a Contract Document. Purchase-order terms supplied by Customer are rejected and have no effect except administrative details consistent with the Agreement.

19.5 Waiver; Severability. Waiver must be written and signed by the waiving party. Failure or delay to enforce is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder continues.

19.6 Interpretation. Headings are for convenience. “Including” means “including without limitation.” Electronic records and copies are originals. Ambiguities will not be construed against a party as drafter. Conflicting standardized Customer terms do not apply.

19.7 Export and Sanctions. Customer will comply with export-control, sanctions, and anti-boycott laws and will not provide access from prohibited jurisdictions or to restricted persons.

20. Definitions

“Authorized Payment Method” has the meaning in Section 4.6. “Authorized Parties” has the meaning in Section 3.1. “Communication Services” means voice, SMS, MMS, email, fax, chat, and related communications enabled by the Services. “Communication Surcharges” means carrier, telecommunications, messaging, number, registration, campaign, or similar third-party charges. “Customer Data” means data, content, recordings, communications, files, instructions, and personal information submitted by or for Customer. “Deployment Fee” means the one-time or implementation fee stated in an Order Form. “Fees” has the meaning in Section 4.1. “Lacy.ai Technology” has the meaning in Section 10.1. “Order Form” has the meaning in Section 1.3. “Platform Account” means Customer’s account for the Services. “Services” has the meaning in Section 2.1. “Subscription” means Customer’s recurring right to use identified Services during a Term. “Third-Party Services” means products, carriers, platforms, APIs, models, integrations, or services not controlled by Lacy.ai. “Term” has the meaning in Section 6.1.

Schedule 1 — Standard Plans, Pricing, Usage, and Credit Allocations

S1.1 Applicability. This Schedule applies to standard plan purchases made on or after August 25, 2026, unless the applicable Order Form expressly states different commercial terms. Customer receives only the plan and entitlements identified in its accepted Order Form. Displayed monthly prices are monthly installments of a twelve-month contractual commitment, not month-to-month pricing. Enterprise terms are stated in the applicable Order Form.

Plan	Monthly Installment	Deployment Fee	Included Minutes	Per-Minute Charge
Ignite	$499	$2,500	None; pay-as-you-go	$0.48 from the first billable minute
Growth	$999	$3,500	1,000 per month	$0.38 after included minutes
Scale	$1,499	$5,000	1,000 per month	$0.28 after included minutes
Enterprise	Custom	Custom	Custom	Volume-based or custom

S1.2 Usage Measurement. Ignite has no included monthly minutes; its stated per-minute charge applies beginning with the first billable minute. Growth and Scale each include 1,000 minutes per monthly billing period, and the stated per-minute charge applies after that allowance is exhausted. Included minutes reset each monthly billing period, do not roll over, have no cash value, and are subject to Sections 4.4 and 4.5. Taxes, add-ons, additional locations, carrier charges, third-party costs, and out-of-scope services are additional.

Plan	Annual Credits	Monthly Equivalent	Treatment
Ignite	18	1.5	AI tuning, QA, maintenance, and approved incremental refinements
Growth	36	3	Conversion, campaign, booking, CRM, QA, and workflow refinements
Scale	60	5	Advanced optimization of existing campaigns, reporting, CRM logic, and tools
Enterprise	Custom	Custom	As stated in the applicable Order Form

S1.3 Credit Treatment. Monthly Credit figures are equivalents provided for explanatory planning purposes only. They are not separate monthly allocations, do not require monthly delivery, and do not create a right to demand a particular amount of work in any month. Credits are issued and administered as an annual allocation subject to Section 5, including Lacy.ai’s classification, valuation, scheduling, expiration, no-rollover, and separate-SOW provisions.

S1.4 Pricing Control and Changes. An accepted Order Form may select different plan quantities or pricing as expressly permitted by this Schedule, subject to Section 1.4; it does not override the master legal terms or Credit lifecycle rules. Legacy customers retain only historical terms documented in their applicable Contract Documents. Archived or public pricing does not entitle any customer to a plan or rate not stated in its Order Form. Lacy.ai may change standard plans and prices for new purchases and future Renewal Terms under Sections 4.5, 7, and 18; no such change alters a current committed Term except as expressly permitted by the Contract Documents or applicable law.

Acknowledgment

BY ACCEPTING AN ORDER FORM OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND AGREES TO THIS AGREEMENT, INCLUDING THE TWELVE-MONTH COMMITMENT, AUTOMATIC RENEWAL, PAYMENT-METHOD AUTHORIZATION, LIMITATION OF LIABILITY, BINDING ARBITRATION, AND CLASS-ACTION WAIVER.

For questions regarding these Terms, contact legal@lacy.ai. Particle Automation, LLC d/b/a Lacy.ai, Attn: Legal Department, 8 The Green, Suite A, Dover, Delaware 19901.