Terms and Conditions

1.1. Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent and warrant that you are at least 18 years old. You may not access or use the Platform or the Services if you are an employee, partner, director, or affiliate of a Lacy.ai Competitor, or if you intend to access the Platform for any purposes that may compete with Lacy.ai. Lacy.ai reserves the right, in its sole discretion, to deny access to the Platform or Services to any individual or entity deemed a potential competitor or acting in bad faith.

1.1. Restrictions. You must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, you represent and warrant that you are at least 18 years old. You may not access or use the Platform or the Services if you are an employee, partner, director, or affiliate of a Lacy.ai Competitor, or if you intend to access the Platform for any purposes that may compete with Lacy.ai. Lacy.ai reserves the right, in its sole discretion, to deny access to the Platform or Services to any individual or entity deemed a potential competitor or acting in bad faith.

1.2. Platform Account Ownership. Your use of the Platform is strictly conditioned upon your providing complete, current, and accurate information when registering for a Platform Account. The Platform is intended solely for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, you are deemed the owner of the Platform Account unless you are acting on behalf of a business entity, in which case the business entity is the owner of the Platform Account. By accepting these Terms on behalf of a business entity, you represent and warrant that you have the authority to bind the business entity to these Terms. Lacy.ai reserves the right, in its sole discretion, to determine the rightful owner of a disputed Platform Account and may suspend or terminate access to the account until proper ownership is established. If Lacy.ai is unable to determine ownership through government-issued documentation or other evidence, Lacy.ai may withhold access to the Platform until such disputes are resolved by the parties or by court order.

1.3. Intended Use and Compliance Obligations You, including without limitation your officers, directors, employees, independent contractors, agents, representatives, affiliates, and any of your customers or end users who access or use the Platform under your account (collectively, “Authorized Parties”), may use the Platform solely for lawful purposes, in strict compliance with these Terms, and in full adherence to all applicable local, state, national, and international laws, regulations, rules, directives, and industry standards (“Applicable Laws”).You expressly acknowledge, represent, and warrant that:

(i) Sole Legal Responsibility – You and all Authorized Parties bear full and exclusive responsibility for obtaining, maintaining, and complying with all necessary licenses, registrations, permissions, authorizations, consents, and permits required under Applicable Laws, and for the legality of all activities conducted through or in connection with the Platform.

(ii) Absolute Liability for Use – You assume full and unconditional responsibility and liability for all actions or omissions of any Authorized Parties in connection with the Platform, whether or not expressly authorized by you.

(iii) No Liability for Lacy.ai – Lacy.ai shall have no responsibility or liability, whether direct, indirect, vicarious, joint, several, or otherwise, for any acts, omissions, communications, content, data, transactions, or other activities undertaken by you or any Authorized Parties, or for any failure to comply with Applicable Laws.

(iv) Misrepresentation Prohibited – You and all Authorized Parties will not misrepresent the Platform, its Services, or any affiliation with Lacy.ai, and you shall be solely liable for any statements, representations, warranties, or promises made to third parties.

(v) Flow-Down Compliance – You will ensure that all Authorized Parties are contractually bound to comply with terms and restrictions at least as protective of Lacy.ai as these Terms, and you will directly enforce such obligations at your sole expense.

(vi) Rights in Content – You own or control all rights, titles, and interests in and to any materials, content, or data provided to Lacy.ai or uploaded to the Platform, including any code used to customize the Platform for your customers, and you represent that no such materials infringe the rights of any third party or violate any Applicable Laws.

(vii) Cooperation with Authorities – You and all Authorized Parties shall promptly and fully cooperate, at your sole cost, with any lawful requests from law enforcement, regulatory bodies, or telecommunications providers related to your use of the Platform.

(viii) Restricted Access to Competitors – You will not, and will ensure no Authorized Parties, directly or indirectly provide access to the Platform or any part thereof to any direct competitor of Lacy.ai without Lacy.ai’s express prior written consent.

(ix) No Reverse Engineering – You and all Authorized Parties will not directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to derive or discover the Platform’s source code, object code, underlying structure, ideas, or algorithms.

(x) No Unauthorized Modifications – You and all Authorized Parties will not modify, translate, adapt, or create derivative works based on the Platform, except to the extent expressly permitted by Lacy.ai in writing.

(xi) Retention of Proprietary Notices – You and all Authorized Parties will not remove, obscure, or alter any proprietary notices, labels, trademarks, or other markings placed on or contained within the Platform or related materials.

Legal Disclaimer and Risk Allocation: By using the Platform, you expressly acknowledge and agree that all risks associated with such use rest solely with you and the Authorized Parties. Lacy.ai provides the Platform “as is” and expressly disclaims any and all responsibility or liability for compliance with Applicable Laws. You agree to fully indemnify, defend, and hold harmless Lacy.ai, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, damages, losses, liabilities, costs, penalties, fines, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your or any Authorized Party’s use or misuse of the Platform, (b) any violation of Applicable Laws, or (c) any breach of these Terms.

1.3A. Data Accuracy, DNC Compliance, and Legality of Customer Data You expressly acknowledge, represent, and warrant that all contact records, lead lists, datasets, consumer or business information, call lists, phone numbers, email addresses, metadata, or any other information uploaded, imported, synchronized, generated, or otherwise provided into the Platform (“Customer Data”) are supplied solely by you and your Authorized Parties. You bear the exclusive responsibility for ensuring the accuracy, integrity, legality, consent basis, verification, Do Not Call (DNC) status, opt-in status, and compliance of all Customer Data, including compliance with all applicable federal, state, local, and international laws governing communications to both consumers and businesses.You understand and agree that Lacy.ai does not verify, scrub, audit, cleanse, supplement, validate, or otherwise review Customer Data for legality or compliance, including but not limited to: (a) National or State Do Not Call Registry requirements; (b) TCPA, TSR, FCC, or state-level telemarketing restrictions; (c) business-versus-consumer classification; (d) time-of-day calling restrictions; (e) consent, opt-in, or opt-out requirements; or (f) data accuracy, completeness, or formatting.You further acknowledge and agree that all “clean” Customer Data and all “bad,” inaccurate, unverified, non-compliant, or unlawfully obtained Customer Data (collectively, “Bad Data”) are solely your responsibility. Lacy.ai bears no responsibility or liability for Customer Data or Bad Data, nor for any communications, outcomes, or legal exposure that may arise from your use of such data on or through the Platform.You assume all risks associated with Customer Data and Bad Data. You expressly agree to fully indemnify, defend, and hold harmless Lacy.ai, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, penalties, fines, investigations, regulatory actions, liabilities, losses, costs, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to Customer Data, Bad Data, or any actual or alleged violation of federal, state, or local laws related to Customer Data or your communications using the Platform.

1.4. Compliance and Assumption of All Legal Risk You, including without limitation your officers, directors, employees, independent contractors, agents, representatives, affiliates, and any of your customers or end users who access or use the Platform under your account (collectively, “Authorized Parties”), expressly acknowledge, understand, and agree that you and the Authorized Parties bear full, exclusive, and absolute responsibility for ensuring that your access to and use of the Platform and Services, and any related activities, communications, data processing, storage, or transfer, comply in all respects with all applicable federal, state, local, and international laws, rules, regulations, directives, ordinances, and industry standards (“Applicable Laws”). This includes, without limitation, all data protection, privacy, marketing, telecommunication, consumer protection, accessibility, and regulatory compliance laws such as the Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standard (PCI DSS), the Gramm-Leach-Bliley Act (GLBA), the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and any analogous or successor laws in any jurisdiction.You and all Authorized Parties expressly agree, represent, and warrant that:

(i) Exclusive Responsibility – You and all Authorized Parties assume complete and sole responsibility for determining the applicability of, understanding, interpreting, and complying with all Applicable Laws related to your use of the Platform.

(ii) No Reliance on Lacy.ai – You shall not rely on Lacy.ai, its affiliates, founders, officers, directors, employees, agents, licensors, or service providers to interpret or advise on any legal or regulatory requirement, and you acknowledge that no communications, guidance, training, materials, or tools provided by Lacy.ai shall constitute legal advice.

(iii) No Liability for Non-Compliance – Lacy.ai, its affiliates, founders, officers, directors, employees, agents, licensors, and service providers shall have no responsibility or liability whatsoever, whether direct, indirect, vicarious, joint, several, or otherwise, for any actual or alleged violation of Applicable Laws by you or any Authorized Parties, or for any resulting claims, penalties, fines, damages, enforcement actions, investigations, losses, costs, or expenses.

(iv) Indemnification Obligation – You agree to fully indemnify, defend, and hold harmless Lacy.ai, its affiliates, founders, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, causes of action, liabilities, damages, penalties, fines, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to (a) any actual or alleged breach of Applicable Laws by you or any Authorized Parties; (b) any governmental or regulatory inquiry, audit, or investigation related to your or any Authorized Parties’ use of the Platform; or (c) any failure to obtain, maintain, or comply with legally required licenses, permits, consents, or authorizations.

(v) No Warranty of Compliance – Lacy.ai makes no representation, warranty, or guarantee, express or implied, regarding your or any Authorized Parties’ compliance with Applicable Laws, and expressly disclaims any obligation to monitor, audit, or enforce such compliance on your behalf. By using the Platform, you and all Authorized Parties expressly accept all risks associated with legal, regulatory, and industry compliance, and acknowledge that Lacy.ai provides the Platform strictly “as is” without any assurance, certification, or guarantee of legality, suitability, or compliance for any particular jurisdiction, industry, or purpose.

1.5. Privacy. By using the Platform and providing information on or through the Platform, you expressly consent to Lacy.ai’s collection, use, and disclosure of the information in accordance with the Lacy.ai Privacy Policy, which is incorporated herein by reference. Lacy.ai is not responsible or liable for the deletion, loss, or failure to store any information or content transmitted through or stored on the Platform. If you provide your customers with access to the Platform, you are solely responsible for implementing and enforcing your own terms of service and privacy policy, which must offer protections at least equal to those offered by Lacy.ai’s Privacy Policy. You are responsible for obtaining any necessary consents from your customers and ensuring their agreement to be bound by your privacy policy. You represent and warrant that you have provided adequate notices to your customers and have obtained all necessary permissions for Lacy.ai to process and disclose your customers' data in accordance with these Terms and the Privacy Policy.

You may not use, resell, authorize, or permit the use of, or license or make available data obtained from People Data Labs in any manner prohibited by the People Data Labs Acceptable Data Use Policy. You further agree to comply with all applicable laws when collecting personal data to be shared with People Data Labs.

1.6. Login Credentials. You are solely responsible for maintaining the confidentiality and security of your login credentials and account access. All activity under your Platform Account is your responsibility, whether authorized or unauthorized. You agree to notify Lacy.ai immediately of any unauthorized access or breach of security involving your Platform Account. Lacy.ai reserves the right, at its sole discretion, to disable or restrict access to your account if there is any indication of unauthorized use or if you violate any provisions of these Terms. Accounts are non-transferable without Lacy.ai’s explicit written consent. You authorize Lacy.ai to access and monitor your account and any customer accounts for the purpose of providing support, maintaining security, or enforcing these Terms.

1.7. Use of Communication Services and Allocation of Risk The Platform may include, enable, or integrate with communication features such as, without limitation, SMS, MMS, email, voice calls, fax transmissions, instant messaging, chat, or other electronic or telephonic communications (collectively, “Communication Services”). Additional fees, surcharges, or carrier charges (“Communication Surcharges”) will apply to such services and will be billed in accordance with your subscription tier and usage, whether initiated by you or by any Authorized Parties, as defined in Section 1.3.You expressly acknowledge, represent, and warrant that:

(i) Exclusive Legal Responsibility – You, including without limitation your officers, directors, employees, independent contractors, agents, representatives, affiliates, and any customers or end users who access or use the Platform under your account (collectively, “Authorized Parties”), bear sole, exclusive, and absolute responsibility for all communications initiated, transmitted, delivered, or facilitated through the Platform, whether generated manually, automatically, by AI features, through integrations, or via third-party applications.

(ii) Compliance with All Laws – You and all Authorized Parties are solely responsible for ensuring that all communications comply with all applicable federal, state, local, and international laws, rules, regulations, and industry standards (“Applicable Communication Laws”), including, without limitation, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule (TSR), Federal Communications Commission (FCC) regulations, Do Not Call Registry rules, CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), state consumer protection statutes, data protection and privacy laws (e.g., GDPR, CCPA), and any analogous or successor laws in any jurisdiction.

(iii) No Liability for Lacy.ai – Lacy.ai, its affiliates, founders, officers, directors, employees, agents, licensors, and service providers shall have no responsibility or liability whatsoever, whether direct, indirect, vicarious, joint, several, or otherwise, for:Any content, timing, frequency, recipient selection, legality, consent, authorization, or delivery of communications transmitted through the Platform;Any alleged or actual violation of Applicable Communication Laws;Any claims, complaints, penalties, fines, investigations, enforcement actions, damages, losses, costs, or expenses arising from communications initiated through your account; orAny interception, delay, blocking, alteration, non-delivery, or technical failure in the transmission of communications.

(iv) No Origination or Agency Relationship – Lacy.ai is a technology platform provider only. It does not originate, initiate, send, or deliver communications on your behalf; does not act as your agent or legal representative in any capacity; and does not verify the accuracy, lawfulness, or consent basis for any communications transmitted through the Platform.

(v) Indemnification Obligation – You agree to fully indemnify, defend, and hold harmless Lacy.ai, its affiliates, founders, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, actions, causes of action, liabilities, damages, penalties, fines, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to (a) any actual or alleged violation of Applicable Communication Laws by you or any Authorized Parties; (b) any communication transmitted through the Platform; (c) any failure to obtain legally valid consents from recipients; or (d) any misrepresentation, fraud, or unlawful activity in connection with the use of Communication Services.

(vi) Acknowledgement of Risk – By enabling or using any Communication Services, you and all Authorized Parties expressly accept all risks associated with such use, and acknowledge that communications transmitted through the Platform may be subject to blocking, filtering, delays, third-party restrictions, technical failures, or legal prohibitions beyond Lacy.ai’s control. Lacy.ai makes no representation, warranty, or guarantee, express or implied, regarding the successful transmission, delivery, receipt, or compliance of any communication.

1.8. Third-Party Services. The Platform may provide access to certain third-party services (collectively “Third-Party Services”). You acknowledge and agree that Lacy.ai disclaims any and all liability arising from your use of Third-Party Services, including any modification, deletion, or loss of data. You are solely responsible for ensuring that you have obtained the appropriate consents and have reviewed and complied with all applicable third-party terms, including privacy policies and terms of use. Lacy.ai makes no guarantees as to the interoperation or integration of Third-Party Services with the Platform and reserves the right to discontinue any Third-Party Service at any time without liability.

1.9. Third-Party Content. The Platform may display or provide access to content from third parties (“Third-Party Content”). Lacy.ai does not assume any responsibility for Third-Party Content and disclaims any liability arising from your use of or reliance on such content. You engage with Third-Party Content at your own risk and are responsible for ensuring compliance with all applicable laws.

1.10. Excessive Use Restrictions; Trials. Lacy.ai provides tiered-pricing for access to the Platform. You acknowledge and agree that Lacy.ai has no liability for any performance issues arising from your excessive data use. In the event that Lacy.ai, at its sole discretion, deems your data use to be excessive, abusive, or negatively affecting Platform performance, Lacy.ai may require you to upgrade your subscription, suspend or terminate your use of the Platform, or reduce the data available for your use. Consecutive trials to avoid subscription fees are prohibited, and Lacy.ai reserves the right to suspend or terminate access to users attempting to exploit trials in bad faith.

1.11. Platform Updates. Lacy.ai reserves the right to update or modify the Platform at any time, including changes that may impact previously available features. Your use of the Platform is not contingent on any future functionality, and Lacy.ai has no obligation to maintain specific features or services.

1.12. International Use. Lacy.ai makes no representation that the Platform is appropriate or available for use in locations outside the United States. You are solely responsible for compliance with local laws in your jurisdiction, including economic sanctions and export control regulations. Lacy.ai reserves the right to terminate access to users located in embargoed countries or otherwise prohibited from receiving U.S. exports, without liability.

1.13. Artificial Intelligence Acceptable Use Policy. Before using any AI-based features of the Platform, you must ensure that your jurisdiction permits AI usage. You are responsible for compliance with Lacy.ai’s AI Acceptable Use Policy and applicable laws governing AI usage.

1.14. Domain Names. If you purchase a domain name through the Platform, Lacy.ai will act as the registrant. Lacy.ai will transfer the domain to you upon request, subject to a transfer fee. You agree to indemnify Lacy.ai from any claims or liability arising from your use of the domain name.

1.15. Customer Account Transfer Requests. Lacy.ai will only fulfill Sub-Account transfer requests if authorized by you through our in-app transfer process. Lacy.ai may, however, process a transfer without your approval under limited circumstances, such as non-payment or account suspension.

1.16. Bug Bounty Program. Lacy.ai does not offer a bug bounty program. Unauthorized access to the Platform, including penetration testing or probing, is strictly prohibited and will result in immediate account suspension and potential legal action.

You represent and warrant that, while using the Platform, you will comply with the Code of Conduct as set forth in Exhibit A. Any violation of the Code of Conduct or these Terms will be treated as a material breach of this Agreement. Lacy.ai reserves the right to pursue any and all remedies available to it under the law, including immediate suspension or termination of your Platform Account, without prior notice, in the event of such violation. Lacy.ai shall have no liability or responsibility to you or any third party for the consequences of such termination or suspension, including any loss of data or inability to access the Platform.

3.1 Fees and Auto-Renewal. You agree to provide Lacy.ai with accurate and complete billing information, including your name, address, credit card information, and phone number. You must notify Lacy.ai of any changes to this information within ten (10) days of the change. The timely payment of all Fees, including those incurred by your customers, is a condition for continued use of the Platform. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, or other usage-based fees offered by Lacy.ai. Fees are subject to change at Lacy.ai’s sole discretion, and such changes will apply to future billing cycles. Subscription service fees will be billed in advance, either monthly or annually, depending on your subscription plan. ‍Usage-Based Fees:Usage rates are subject to adjustment at any time and without prior notification. Users remain obligated to pay any adjusted usage amounts.The usage-based fees, which are not included in the monthly base subscription fees for each tier, are as follows: ‍Core Tier: AI Phone Agent: $0.36 per minute, Email: $0.002 per email, Workflow Premium Actions: $0.03 per action, Email Verification: $0.0075 per verification, Content AI: $0.27 per 1,000 words and $0.18 per image, Workflow AI: $0.09 per GPT-4 or GPT-4.0 execution and $0.045 per GPT-3.5 execution, Review AI: $0.24 per review response, Funnel AI: $2.97 per funnel. ‍Pro+ Tier: AI Phone Agent: $0.26 per minute, Email: $0.0017 per email, Workflow Premium Actions: $0.025 per action, Email Verification: $0.0063 per verification, Content AI: $0.225 per 1,000 words and $0.15 per image, Workflow AI: $0.075 per GPT-4 or GPT-4.0 execution and $0.0375 per GPT-3.5 execution, Review AI: $0.20 per review response, Funnel AI: $2.475 per funnel. ‍Business+ Tier: AI Phone Agent: $0.20 per minute, Email: $0.0014 per email, Workflow Premium Actions: $0.02 per action, Email Verification: $0.005 per verification, Content AI: $0.18 per 1,000 words and $0.12 per image, Workflow AI: $0.06 per GPT-4 or GPT-4.0 execution and $0.03 per GPT-3.5 execution, Review AI: $0.16 per review response, Funnel AI: $1.98 per funnel. Usage-based fees will be calculated based on actual usage and billed monthly as separate line items. By using the Platform, you authorize Lacy.ai to automatically charge the card on file when your Fees are due, and you agree to keep your payment information up to date and sufficient to cover the applicable charges.

3.2 Failed Payments, Retry Authorization, Suspension, and Collection. If any payment method on file is declined, rejected, reversed, expired, insufficient, restricted, disputed, or otherwise fails to process for any reason, you expressly authorize Lacy.ai to continue attempting to collect all outstanding Fees using any payment method on file, in accordance with Lacy.ai’s billing practices and the standard practices of its third-party payment processors (including Stripe), until such amounts are paid in full.You expressly acknowledge and agree that:(a) Absolute Payment Obligation Your obligation to pay all Fees is unconditional, non-cancelable, and survives any failed payment attempt, account suspension, throttling, cancellation, or termination. A failed charge does not constitute payment, waiver, settlement, or satisfaction of any amount owed.(b) Unlimited Retry Authorization Lacy.ai is authorized to re-attempt charges automatically, without notice, limitation, or further authorization from you, until all outstanding balances are successfully collected. Retry timing, frequency, sequencing, and charge behavior may be governed by Lacy.ai’s internal billing logic and/or the payment processor’s automated retry mechanisms.(c) No Reliance on Billing Timing You waive any claim, defense, or dispute based on the timing, frequency, number, or manner of payment attempts, including claims alleging excessive retries, delayed retries, or continued attempts following suspension or termination.(d) Immediate Restriction Rights At any time following a failed payment attempt, Lacy.ai may, in its sole and absolute discretion and without liability:suspend or terminate your Platform Account; throttle, cap, or restrict call volume, workflows, AI features, or integrations; disable Communication Services or Sub-Accounts; block outbound or inbound usage; or require updated payment credentials before restoring access.(e) Continued Accrual of Fees Fees may continue to accrue during any period of suspension, restriction, throttling, or termination, including but not limited to subscription fees, minimum commitments, previously incurred usage-based fees, and third-party charges. Suspension does not pause billing unless expressly stated in writing by Lacy.ai.(f) Chargebacks, Reversals, and Abuse You are solely responsible for all chargebacks, reversals, bank fees, processor penalties, administrative costs, and related expenses incurred by Lacy.ai. Initiating a chargeback or payment dispute without first making a good-faith effort to resolve the issue with Lacy.ai may result in immediate termination and permanent account closure.(g) Collections and Enforcement Lacy.ai reserves the right to pursue collection of unpaid Fees through any lawful means, including re-attempted charges, invoicing, collections agencies, legal action, or reporting delinquent accounts where permitted by law. You agree to reimburse Lacy.ai for all reasonable costs of collection, including attorneys’ fees, court costs, and third-party collection fees.(h) Billing Disputes Any billing dispute must be submitted in writing within thirty (30) days of the applicable invoice date. Failure to do so constitutes an irrevocable waiver of the right to dispute such charges. You remain obligated to pay all undisputed amounts during any dispute review.All billing determinations, retry decisions, suspension actions, and amounts owed as determined by Lacy.ai are final and binding.

3.3 Cancellations. You may cancel your subscription by using the functionality available within your Platform Account, by submitting a support ticket, or by contacting Lacy.ai’s support team. It is solely your responsibility to ensure that Services associated with your account are properly canceled. Until you successfully cancel, you will remain responsible for all Fees associated with your account. Lacy.ai does not provide refunds for failure to properly cancel Services or for any unused portions of a subscription period.

3.4 Refunds.

3.4.1 Nonrefundable Fees. All Fees assessed by Lacy.ai are non-refundable, including subscription fees, Communication Surcharges, and any fees for third-party services purchased through Lacy.ai. This policy applies regardless of whether you or your customers accessed or used the Platform during the subscription period. You are solely responsible for any excess Fees incurred due to errors or omissions by you or any third party. Lacy.ai does not issue refunds or credits for errors or omissions, or for partially used or unused services, except as required by law. Lacy.ai reserves the right, at its sole discretion, to issue or deny refunds or credits at any time and for any reason. The determination of whether to issue a refund or credit is final.

3.4.2 Pre-paid and Minimum Commitment Subscriptions. Certain Services and Third-Party Services offered through Lacy.ai may require pre-payment or involve a minimum commitment. Pre-paid services that are canceled prior to full performance are non-refundable. However, Lacy.ai, at its sole discretion, may offer account credits for future services in the event of early cancellation. Services with minimum subscription commitments cannot be canceled until the commitment period is fulfilled, and Fees will continue to be billed until the minimum commitment is met. Certain add-on services, such as HIPAA compliance packages, cannot be canceled or refunded once enabled on your Platform Account.

3.5 Taxes and Government Assessments. All Fees are exclusive of any sales taxes, VAT, GST, or other taxes and government assessments (collectively, "Taxes"), unless expressly stated otherwise. You are solely responsible for paying any and all Taxes associated with your use of the Platform, including Taxes incurred in transactions with your customers. If you are a business entity with a valid VAT or GST identification number, you must provide that information to Lacy.ai. Lacy.ai is entitled to rely on the VAT or GST number you provide for tax purposes. Where required by law, Lacy.ai will apply a VAT/GST reverse charge mechanism, shifting liability to you for any applicable VAT/GST.

Failure to provide a valid VAT or GST identification number may result in VAT or GST being assessed by Lacy.ai. If you provide a valid VAT or GST number after a Fee has been paid, Lacy.ai will not refund the previously charged VAT or GST. Lacy.ai reserves the right to recalculate and collect additional Taxes from you if it determines that they are due. You agree to indemnify Lacy.ai for any and all Claims related to Taxes arising from your use of the Platform, including any Taxes associated with your customer transactions. Taxes are non-refundable. You further confirm that Lacy.ai may rely on the name and address you provide as the place of supply for Tax purposes. If any payment due to Lacy.ai is subject to withholding taxes or similar assessments, you agree to pay such taxes without any reduction to the Fees due to Lacy.ai.

3.6 Suspension, Restriction, and Reinstatement of Services. (a) Immediate Suspension Rights Lacy.ai reserves the absolute and unilateral right, at its sole discretion and without prior notice, to suspend, restrict, throttle, disable, or terminate access to the Platform, any AI Agents, Communication Services, integrations, sub-accounts, or related features, immediately upon:(i) Failed or disputed payment; (ii) Suspected fraud, abuse, excessive chargebacks, or payment reversal; (iii) Violation or suspected violation of these Terms; (iv) Regulatory inquiry, law enforcement request, or carrier complaint; (v) Activity that in Lacy.ai’s judgment exposes it to legal, reputational, or operational risk; (vi) Security threats, data compromise risk, or abnormal traffic patterns. ‍(b) No Liability for Suspension Suspension or restriction shall not constitute breach of contract and shall not give rise to damages, credits, refunds, or liability of any kind. ‍(c) Continued Fee Accrual All subscription fees, minimum commitments, usage-based fees, and third-party pass-through costs shall continue to accrue during suspension unless expressly waived in writing by Lacy.ai. ‍(d) Conditions of Reinstatement Reinstatement of services following suspension shall be conditioned upon:(i) Full payment of all outstanding balances; (ii) Payment of any chargeback fees, processor penalties, administrative costs, and recovery expenses; (iii) Updated valid payment credentials; (iv) Written confirmation of compliance with these Terms; (v) Any additional verification measures Lacy.ai deems necessary. ‍(e) No Obligation to Reinstate Lacy.ai has no obligation to restore or reinstate access following suspension or termination. ‍(f) Data Deletion Following Termination Following termination, Lacy.ai may permanently delete Customer Data in accordance with its data retention policies, without liability. ‍(g) Regulatory or Carrier Suspension If suspension is initiated due to carrier, telecom provider, regulatory, or governmental directive, reinstatement is subject entirely to third-party clearance, and Lacy.ai bears no responsibility for associated delays or losses. (h) Survival All payment obligations, indemnification obligations, and liability limitations survive suspension or termination. ‍