Terms of Service#

Last Modified: January 5, 2026

These Terms of Service (this "Agreement") are a binding contract between you ("Customer," "you," or "your") and Lodoy, Inc., a Delaware corporation ("Lodoy," "we," or "us"). This Agreement governs your access to and use of the Services, including our AI-native marketing workflow platform. Lodoy and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

Agreement Acceptance#

THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCEPTING THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; (C) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 15(b) (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 15(c) (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions.#

a. "Aggregated Data" means data and information related to or derived from Customer Data or Customer's use of the Services that is used by Lodoy in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services. For the avoidance of doubt, Aggregated Data does not include any data that could identify Customer, any Authorized User, or any individual person.

b. "AI Credits" means the credits, tokens, or usage units allocated to Customer's account that are consumed when using AI-powered features of the Services, including but not limited to campaign generation, content creation, and AI-assisted optimization.

c. "AI-Generated Content" means any content, materials, or output created, generated, or produced by the artificial intelligence features of the Services, including but not limited to ad copy, campaign creative, email sequences, social media posts, landing page content, marketing recommendations, audience suggestions, and performance insights.

d. "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

e. "Beta Services" means any features, functionality, services, or products that are designated as "beta," "preview," "early access," "experimental," "alpha," or similar designations, or that are otherwise made available by Lodoy on a trial or pre-release basis.

f. "Campaign Data" means all data related to advertising campaigns created, managed, or published through the Services, including targeting parameters, budgets, bidding strategies, creative assets, audience definitions, scheduling information, and campaign performance metrics.

g. "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services, including Campaign Data, Social Media Content, and Platform Credentials; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.

h. "Documentation" means Lodoy's end user documentation relating to the Services available at lodoy.ai.

i. "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby.

j. "Integrations" means connections between the Services and Third-Party Platforms established through OAuth, API keys, or other authentication mechanisms that enable data exchange and functionality between the Services and such Third-Party Platforms.

k. "Marketing Channels" means the advertising platforms, social media networks, email service providers, and other digital marketing channels that may be connected to the Services through Integrations, including but not limited to Google Ads, Meta Ads (Facebook and Instagram), LinkedIn, TikTok, Twitter/X, and email marketing platforms.

l. "Order" means: (i) the purchase order, order form, or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Services through Lodoy's online ordering process, the results of such online ordering process.

m. "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data," "personally identifiable information," or something similar under applicable laws, rules, or regulations relating to data privacy.

n. "Platform Credentials" means the OAuth tokens, API keys, access tokens, refresh tokens, passwords, and other authentication credentials used to connect Customer's accounts on Third-Party Platforms to the Services.

o. "Services" means Lodoy's proprietary AI-native marketing workflow platform, including all features, functionality, tools, and capabilities made available by Lodoy to Authorized Users from time to time, including but not limited to AI-powered campaign creation, multi-channel publishing, social media management, analytics dashboards, and third-party platform integrations.

p. "Lodoy IP" means the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Lodoy IP includes Aggregated Data, the underlying algorithms and machine learning models used to provide the Services (excluding any Customer Data used as input), and any information, data, or other content derived from Lodoy's provision of the Services but does not include Customer Data or AI-Generated Content.

q. "Social Media Content" means posts, images, videos, captions, hashtags, and other content created, scheduled, or published through the Services to social media platforms.

r. "Third-Party AI Providers" means third-party artificial intelligence and machine learning service providers whose technologies are integrated into or used by the Services, including but not limited to OpenAI and Amazon Web Services (Amazon Bedrock).

s. "Third-Party Platforms" means any third-party services, platforms, applications, or websites that may be connected to or integrated with the Services, including Marketing Channels and analytics platforms.

t. "Third-Party Products" means any third-party products, services, or technologies provided with, integrated with, or incorporated into the Services, including those provided by Third-Party AI Providers and Third-Party Platforms.

u. "Usage Limitations" means the usage limitations set forth in this Agreement and the Order, including without limitation any limitations on the number of Authorized Users, AI Credits, number of connected Integrations, number of campaigns, and the applicable product, pricing, and support tiers agreed-upon by the Parties.

2. Access and Use.#

a. Provision of Access#

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations, Lodoy will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable (except in compliance with Section 16(g)), and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. Lodoy shall provide to Customer the necessary access credentials to allow Customer to access the Services.

b. Documentation License#

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Lodoy hereby grants to Customer a non-exclusive, non-transferable (except in compliance with Section 16(g)), and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Services.

c. Use Restrictions#

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

i. copy, modify, or create derivative works of any Lodoy IP, whether in whole or in part;

ii. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation to any third party;

iii. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, including the AI models and algorithms, in whole or in part;

iv. remove any proprietary notices from any Lodoy IP;

v. use any Lodoy IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

vi. access or use any Lodoy IP for purposes of competitive analysis of Lodoy or the Services, the development, provision, or use of a competing software service or product, or any other purpose that is to Lodoy's detriment or commercial disadvantage;

vii. bypass or breach any security device or protection used by the Services or access or use the Services other than by an Authorized User through the use of valid access credentials;

viii. input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or that contain, transmit, or activate any Harmful Code;

ix. use the Services to generate, create, or distribute content that is illegal, fraudulent, defamatory, obscene, threatening, harassing, discriminatory, or otherwise objectionable;

x. use the Services to create spam, unsolicited advertising, or bulk messages in violation of applicable anti-spam laws or Third-Party Platform policies;

xi. use the Services to create misleading, deceptive, or false advertising content or to engage in deceptive marketing practices;

xii. use the Services in a manner that violates the terms of service, advertising policies, community guidelines, or other policies of any Third-Party Platform;

xiii. use the Services to infringe upon or misappropriate the intellectual property rights, publicity rights, or privacy rights of any third party;

xiv. attempt to circumvent any usage limitations, rate limits, or AI Credit restrictions;

xv. use the Services to process, store, or transmit any protected health information (as defined under HIPAA) without a valid Business Associate Agreement with Lodoy;

xvi. use the Services to process, store, or transmit payment card information without Lodoy's prior written approval; or

xvii. encourage, enable, or assist any third party to do any of the foregoing.

d. Reservation of Rights#

Lodoy reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Lodoy IP.

e. Suspension#

Notwithstanding anything to the contrary in this Agreement, Lodoy may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Lodoy reasonably determines that (A) there is a threat or attack on any of the Lodoy IP; (B) Customer's or any Authorized User's use of the Lodoy IP disrupts or poses a security risk to the Lodoy IP or to any other customer or vendor of Lodoy; (C) Customer, or any Authorized User, is using the Lodoy IP for fraudulent or illegal activities; (D) Customer's or any Authorized User's use of the Services violates the policies of any Third-Party Platform in a manner that could adversely affect Lodoy or other customers; (E) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (F) Lodoy's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Lodoy, including Third-Party AI Providers or Third-Party Platforms, has suspended or terminated Lodoy's access to or use of any Third-Party Products required to enable Customer to access the Services; or (iii) in accordance with Section 7(a) (any such suspension described in subclause (i), (ii), or (iii), a "Service Suspension"). Lodoy shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Lodoy shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Lodoy will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.

f. Aggregated Statistics#

Notwithstanding anything to the contrary in this Agreement, Lodoy may monitor Customer's use of the Services and collect and compile Aggregated Data. As between Lodoy and Customer, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Lodoy. Customer acknowledges that Lodoy may compile Aggregated Data based on Customer's use of the Services. Customer agrees that Lodoy may (i) make Aggregated Data available to third parties including its other customers in compliance with applicable law, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable law; provided that Lodoy will not use Aggregated Data in any manner that would identify Customer or any individual person.

3. Customer Responsibilities.#

a. General#

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

b. Third-Party Platform Compliance#

Customer is solely responsible for ensuring that Customer's and its Authorized Users' use of the Services, including all campaigns, advertisements, social media posts, and other content created or published through the Services, complies with all applicable terms of service, advertising policies, community guidelines, and other policies of each Third-Party Platform to which Customer connects through the Services. This includes but is not limited to:

i. Google Ads Policies: Customer must comply with all Google Ads policies, including policies regarding prohibited content, restricted content, editorial standards, and technical requirements;

ii. Meta Advertising Policies: Customer must comply with all Meta (Facebook and Instagram) advertising policies, community standards, and commerce policies;

iii. LinkedIn Advertising Policies: Customer must comply with all LinkedIn advertising policies and professional community policies;

iv. Other Platform Policies: Customer must comply with all applicable policies of any other Third-Party Platform connected to the Services.

Lodoy is not responsible for any account suspensions, ad disapprovals, content removals, penalties, or other adverse actions imposed by any Third-Party Platform as a result of Customer's use of the Services or Customer's content.

c. Integration Credentials Security#

Customer is solely responsible for the security and confidentiality of all Platform Credentials. Customer shall: (i) keep all Platform Credentials secure and confidential; (ii) not share Platform Credentials with any unauthorized parties; (iii) promptly notify Lodoy if Customer becomes aware of any unauthorized access to or use of Platform Credentials; and (iv) comply with all security requirements and best practices specified by the applicable Third-Party Platforms. Lodoy shall implement commercially reasonable security measures to protect Platform Credentials stored within the Services, but Lodoy shall not be liable for any unauthorized access to or use of Platform Credentials resulting from Customer's failure to maintain adequate security.

d. Customer Control and Responsibility#

Customer has and will retain sole responsibility for: (i) all Customer Data, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users' access credentials; (v) all access to and use of the Services directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use; and (vi) reviewing, editing, and approving all AI-Generated Content before use or publication.

e. Advertising and Marketing Compliance#

Customer is solely responsible for ensuring that all advertising and marketing activities conducted through the Services comply with all applicable laws and regulations, including but not limited to: (i) the Federal Trade Commission Act and FTC guidelines regarding endorsements, disclosures, and advertising; (ii) the CAN-SPAM Act and other anti-spam legislation; (iii) the Telephone Consumer Protection Act (TCPA); (iv) state consumer protection laws; (v) the General Data Protection Regulation (GDPR) and other applicable data protection laws; (vi) industry-specific advertising regulations; and (vii) any self-regulatory guidelines applicable to Customer's industry. Customer acknowledges that AI-Generated Content may require modification to comply with applicable advertising laws and regulations, and Customer is solely responsible for ensuring such compliance.

f. Third-Party Products#

Lodoy may from time to time make Third-Party Products available to Customer or Lodoy may allow for certain Third-Party Products to be integrated with the Services to allow for the transmission of Customer Data from such Third-Party Products into the Services. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Lodoy to transmit Customer Data from Third-Party Products into the Services, Customer represents and warrants to Lodoy that it has all right, power, and authority to provide such authorization.

4. AI Services and Generated Content.#

a. AI-Powered Features#

The Services include AI-powered features that utilize artificial intelligence and machine learning technologies to assist Customer with marketing tasks, including but not limited to: (i) generating ad copy, campaign creative, and marketing content; (ii) creating audience recommendations and targeting suggestions; (iii) providing campaign optimization recommendations; (iv) generating social media posts and content calendars; (v) analyzing marketing performance and providing insights; and (vi) automating marketing workflows and tasks.

b. Customer Ownership of AI-Generated Content#

Subject to Customer's compliance with this Agreement, Customer shall own all right, title, and interest in and to all AI-Generated Content created through Customer's use of the Services. Lodoy retains no ownership rights in AI-Generated Content and grants no license to use AI-Generated Content to any third party, except as necessary to provide the Services to Customer. For the avoidance of doubt, Customer's ownership of AI-Generated Content is subject to: (i) any intellectual property rights of third parties that may be incorporated into such content; and (ii) Customer's compliance with the terms of this Agreement.

c. No Training on Customer Data#

Lodoy will NOT use Customer Data, including Customer's marketing content, campaign data, business information, AI-Generated Content, or any other Customer Data, to train, develop, or improve any artificial intelligence or machine learning models, whether owned by Lodoy or any third party. Customer Data is processed solely to provide the Services to Customer. This commitment applies to all Customer Data, regardless of the manner in which it is submitted to the Services.

d. Third-Party AI Providers#

Customer acknowledges and agrees that the Services utilize Third-Party AI Providers, including OpenAI and Amazon Web Services (Amazon Bedrock), to provide certain AI-powered features. Customer Data may be transmitted to and processed by such Third-Party AI Providers solely for the purpose of generating AI-Generated Content and providing AI-powered features. Lodoy has contractual arrangements with its Third-Party AI Providers that prohibit such providers from using Customer Data to train their AI models. However, Customer acknowledges that the processing of Customer Data by Third-Party AI Providers is subject to the terms, conditions, and privacy practices of such providers.

e. AI Limitations and Disclaimers#

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

i. AI-GENERATED CONTENT MAY CONTAIN ERRORS, INACCURACIES, OR INAPPROPRIATE MATERIAL. Artificial intelligence systems, including those used by the Services, may produce output that is factually incorrect, misleading, incomplete, or otherwise unsuitable for Customer's intended purpose.

ii. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING, EDITING, AND APPROVING ALL AI-GENERATED CONTENT BEFORE USE OR PUBLICATION. Customer must not blindly rely on AI-Generated Content and must exercise independent judgment regarding the accuracy, appropriateness, and legal compliance of all such content.

iii. LODOY MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, QUALITY, OR SUITABILITY OF AI-GENERATED CONTENT FOR ANY PURPOSE. AI-Generated Content is provided "as-is" without any representation or warranty that it will meet Customer's requirements or expectations.

iv. AI-GENERATED CONTENT DOES NOT CONSTITUTE PROFESSIONAL ADVICE. AI-Generated Content should not be relied upon as legal, financial, marketing, or other professional advice. Customer should consult with qualified professionals regarding any decisions based on AI-Generated Content.

v. LODOY DOES NOT GUARANTEE ANY SPECIFIC MARKETING OUTCOMES, CAMPAIGN PERFORMANCE, OR BUSINESS RESULTS FROM THE USE OF AI-POWERED FEATURES. The effectiveness of marketing campaigns depends on numerous factors beyond Lodoy's control, including market conditions, competition, Customer's products or services, and Customer's execution.

vi. AI CAPABILITIES MAY CHANGE OVER TIME. The AI models and technologies used by the Services may be updated, modified, or replaced, which may affect the quality, style, or characteristics of AI-Generated Content.

f. Prohibited AI Uses#

Without limiting Section 2(c), Customer shall not use the AI-powered features of the Services to:

i. generate content that infringes, misappropriates, or violates the intellectual property rights, publicity rights, or privacy rights of any third party;

ii. generate content that is illegal, fraudulent, defamatory, obscene, threatening, harassing, discriminatory, or promotes violence or hatred;

iii. generate content that impersonates any person or entity or misrepresents Customer's affiliation with any person or entity;

iv. generate false, misleading, or deceptive content, including fake news, disinformation, or content designed to manipulate public opinion;

v. generate spam, unsolicited advertising, or content in violation of applicable anti-spam laws;

vi. generate content for any illegal purpose or in furtherance of any illegal activity;

vii. attempt to extract, reverse engineer, or recreate the underlying AI models or training data;

viii. circumvent any content moderation, safety filters, or usage restrictions implemented by Lodoy or Third-Party AI Providers; or

ix. generate content that violates the acceptable use policies of any Third-Party AI Provider.

g. AI Credits and Usage#

Customer's use of AI-powered features is subject to the AI Credit allocation specified in Customer's Order or subscription plan. AI Credits are consumed when Customer uses AI-powered features, with the rate of consumption varying based on the type and complexity of the feature used. Lodoy reserves the right to modify AI Credit consumption rates upon reasonable notice to Customer. Unused AI Credits may expire at the end of each billing period as specified in the Order, and expired AI Credits are non-refundable and non-transferable.

5. Beta Services.#

a. Beta Designation#

CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL FEATURES OF THE SERVICES ARE CURRENTLY PROVIDED AS BETA SERVICES. Lodoy may also designate specific features or functionality as Beta Services. Beta Services are provided for evaluation and testing purposes and may not be complete, fully functional, or suitable for production use.

b. Beta Disclaimers#

BETA SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. LODOY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO BETA SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Without limiting the foregoing, Lodoy makes no warranty that Beta Services will meet Customer's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error-free.

c. Modifications and Discontinuation#

Lodoy may modify, suspend, or discontinue Beta Services at any time without prior notice to Customer. Lodoy may also remove, limit, or modify features or functionality of Beta Services at any time. Customer acknowledges that Beta Services may be discontinued without being incorporated into the generally available Services.

d. Data and Beta Services#

Customer acknowledges that Beta Services may contain bugs, errors, or other issues that could cause system failures, data loss, or data corruption. CUSTOMER IS SOLELY RESPONSIBLE FOR MAINTAINING ADEQUATE BACKUPS OF ALL CUSTOMER DATA AND SHOULD NOT RELY SOLELY ON BETA SERVICES FOR ANY CRITICAL BUSINESS FUNCTIONS. Lodoy shall not be liable for any loss of data, loss of business, or other damages resulting from Customer's use of Beta Services.

e. Feedback on Beta Services#

Customer may provide feedback, suggestions, ideas, or recommendations regarding Beta Services ("Beta Feedback"). Customer grants Lodoy a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate Beta Feedback into the Services or any other Lodoy products or services without any obligation to Customer.

6. Third-Party Integrations.#

a. Integration Services#

The Services enable Customer to connect Customer's accounts on Third-Party Platforms through Integrations. Integrations are facilitated through OAuth authentication, API connections, or other secure authentication mechanisms. Customer authorizes Lodoy to access and interact with Customer's accounts on Third-Party Platforms on Customer's behalf to the extent necessary to provide the Services.

b. Integration Requirements#

To establish and maintain Integrations, Customer must: (i) have valid accounts in good standing with the applicable Third-Party Platforms; (ii) authorize Lodoy to access such accounts through the applicable authentication mechanism; (iii) maintain the necessary permissions and access levels on such accounts; and (iv) comply with all applicable terms, policies, and requirements of such Third-Party Platforms.

c. Advertising Platform Integrations#

The Services may integrate with advertising platforms, including Google Ads, Meta Ads, LinkedIn Ads, and other Marketing Channels. Through these Integrations, the Services may: (i) create, edit, and manage advertising campaigns on Customer's behalf; (ii) retrieve campaign performance data and analytics; (iii) manage audience targeting and creative assets; and (iv) perform other advertising management functions. Customer acknowledges that all advertising activities are subject to the policies of the applicable advertising platform and that Lodoy does not guarantee ad approval, account status, or campaign performance.

d. Social Media Integrations#

The Services may integrate with social media platforms, including Instagram, Facebook, LinkedIn, TikTok, Twitter/X, and other platforms. Through these Integrations, the Services may: (i) schedule and publish social media posts; (ii) retrieve engagement data and analytics; (iii) manage content calendars; and (iv) perform other social media management functions. Customer acknowledges that all social media activities are subject to the policies of the applicable platform.

e. Integration Limitations#

Customer acknowledges and agrees that:

i. Integrations depend on Third-Party Platforms. The availability, features, and functionality of Integrations may change based on changes made by Third-Party Platforms to their APIs, policies, or services. Lodoy is not responsible for any changes, limitations, or discontinuations imposed by Third-Party Platforms.

ii. Lodoy does not control Third-Party Platforms. Lodoy has no control over the policies, practices, or operations of Third-Party Platforms and is not responsible for any actions taken by such platforms.

iii. Integration maintenance. Integrations may require periodic re-authentication or re-authorization. Customer is responsible for maintaining active and valid Integrations.

iv. Data accuracy. Data retrieved from Third-Party Platforms may be delayed, incomplete, or subject to the limitations imposed by such platforms. Lodoy does not warrant the accuracy, completeness, or timeliness of data retrieved through Integrations.

f. Integration Discontinuation#

Lodoy reserves the right to add, modify, or discontinue Integrations at any time. Lodoy will use commercially reasonable efforts to provide advance notice before discontinuing an Integration that is material to the Services. If a Third-Party Platform terminates or suspends Lodoy's access to its APIs or services, the corresponding Integration may be discontinued immediately without notice.

g. Customer Responsibility for Integrations#

Customer is solely responsible for: (i) ensuring that Customer has the necessary rights and permissions to connect Customer's accounts to the Services; (ii) any fees, charges, or costs imposed by Third-Party Platforms in connection with Customer's use of such platforms through the Services; (iii) any consequences resulting from Customer's use of Integrations, including account suspensions or policy violations; and (iv) disconnecting Integrations when Customer no longer wishes to use them or when Customer's authorization to access such accounts terminates.

7. Fees and Taxes.#

a. Fees#

Where paid Services are agreed between Lodoy and Customer per the Order, Customer shall pay Lodoy the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually). Fees paid by Customer are non-refundable. If Customer fails to make any payment when due, and Customer has not notified Lodoy in writing within ten (10) days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Lodoy's other rights and remedies: (i) Lodoy may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Lodoy for all reasonable costs incurred by Lodoy in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Lodoy may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.

b. Subscription Plans#

The Services are offered through various subscription plans, including Free, Pro, Team, and Enterprise tiers. Each subscription plan includes different features, Usage Limitations, and AI Credit allocations as specified in the Order or on Lodoy's website. Lodoy reserves the right to modify the features, Usage Limitations, and pricing of subscription plans upon reasonable notice to Customer, with such changes becoming effective at the start of Customer's next Renewal Subscription Period.

c. Usage-Based Charges#

In addition to subscription Fees, Customer may incur usage-based charges for: (i) AI Credits consumed in excess of the allocation included in Customer's subscription plan; (ii) additional Authorized Users beyond the number included in Customer's subscription plan; (iii) additional Integrations or connected accounts; (iv) additional storage or data processing; and (v) other usage-based features as specified in the Order or on Lodoy's website. Usage-based charges will be billed in arrears based on Customer's actual usage during the applicable billing period.

d. Waiver of Withdrawal Right for EU and UK Consumers#

If you are a resident of the European Union or the United Kingdom and subject to applicable consumer protection laws, you acknowledge that by creating an account or initiating use of the Services during the 14-day statutory withdrawal period, the Services will begin immediately at your request. Accordingly, you expressly consent to the immediate provision of the Services and acknowledge that you waive your right to cancel the Services and receive a refund under applicable consumer protection laws.

e. Taxes#

All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Lodoy's income. To the extent that Lodoy is required by law to pay any such taxes, duties, or other charges to any governmental or regulatory authority, Lodoy may invoice Customer for such taxes, duties, or other charges and Customer will pay such invoiced amounts in accordance with this Agreement.

f. Credit Authorization and Fraud Prevention#

To mitigate billing fraud and unauthorized usage, Lodoy reserves the right to implement reasonable credit authorization, payment validation, and usage control measures, including but not limited to: (i) preauthorization or validation of Customer's payment method upon account creation or prior to provisioning Services; (ii) applying initial or ongoing spend limits, usage caps, or throttling mechanisms to accounts with insufficient billing history or elevated risk profiles; (iii) suspending or restricting access to Services where Lodoy reasonably suspects fraudulent activity, failed payment authorization, or violation of usage terms; (iv) delaying the provisioning of high-cost Services or infrastructure pending verification or authorization; and (v) employing fraud-detection tools and analytics, including third-party services, to assess and manage risk. Lodoy will make commercially reasonable efforts to notify Customer prior to suspending or restricting Service access under this Section, except in cases of suspected fraud, payment failure, or material risk to Lodoy's infrastructure or systems. Customer agrees to cooperate with any reasonable verification or remediation steps required by Lodoy to restore access.

g. Payment Processing#

Lodoy uses Stripe, Inc. ("Stripe") and other third-party payment processors to process payments. Customer's use of payment processing services is subject to the terms and conditions of the applicable payment processor. Customer authorizes Lodoy to charge Customer's designated payment method for all Fees and other amounts due under this Agreement. Customer is responsible for maintaining accurate and up-to-date payment information.

8. Confidential Information.#

a. Definition#

From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.

b. Duty#

The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

c. Return of Materials; Effect of Termination/Expiration#

On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable laws and regulations.

9. Personal Information and Privacy.#

a. Privacy Policy#

Lodoy's privacy policy, available at https://lodoy.ai/privacy ("Privacy Policy") is subject to change as described therein. By accessing, using, and providing information to or through the Services, Customer acknowledges that it has reviewed the Privacy Policy, and consents to all actions taken by Lodoy with respect to Customer's information in compliance with the then-current version of the Privacy Policy.

b. Customer Data Compliance#

Customer will ensure that its Customer Data, and its use of such Customer Data, complies with this Agreement and any applicable law, including without limitation applicable data protection and privacy laws. Customer represents and warrants that Customer has obtained all necessary consents, permissions, and authorizations required under applicable law to collect, process, and transmit Customer Data through the Services and to allow Lodoy to process such Customer Data as contemplated by this Agreement.

c. Data Security#

Customer is responsible for properly configuring and using the Services and taking its own steps to maintain appropriate security, protection, and backup of Customer Data. Lodoy implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, or disclosure. However, no method of transmission over the Internet or method of electronic storage is completely secure, and Lodoy cannot guarantee absolute security.

d. Protected Health Information#

Customer may not store or process protected health information (as defined in the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended, "HIPAA") using the Services unless Customer signs a Business Associate Agreement with Lodoy.

e. Payment Card Information#

Customer may not store any payment cardholder information using the Services without Lodoy's prior written approval.

f. Third-Party Data Processors#

Customer acknowledges that Lodoy uses third-party service providers to process Customer Data, including but not limited to: (i) cloud infrastructure providers (Amazon Web Services, Google Cloud Platform); (ii) payment processors (Stripe); (iii) Third-Party AI Providers (OpenAI, Amazon Bedrock); (iv) analytics providers; and (v) customer support tools. A current list of Lodoy's sub-processors is available upon request. Lodoy maintains appropriate contractual arrangements with its sub-processors to protect Customer Data.

g. International Data Transfers#

Customer acknowledges that Customer Data may be transferred to and processed in countries outside of Customer's country of residence, including the United States. Lodoy implements appropriate safeguards for international data transfers in compliance with applicable data protection laws, including the use of Standard Contractual Clauses where required.

10. Intellectual Property Ownership; Feedback.#

a. Lodoy IP#

Customer acknowledges that, as between Customer and Lodoy, Lodoy owns all right, title, and interest, including all intellectual property rights, in and to the Lodoy IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.

b. Customer Data#

Lodoy acknowledges that, as between Lodoy and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Lodoy a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Lodoy to provide the Services to Customer. For the avoidance of doubt, this license does not grant Lodoy the right to use Customer Data to train AI models, as set forth in Section 4(c).

c. AI-Generated Content Ownership#

Subject to Section 4(b), as between Lodoy and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to all AI-Generated Content created through Customer's use of the Services. Customer may export AI-Generated Content at any time through the features and functionalities made available via the Services.

d. Feedback#

If Customer or any of its employees or contractors sends or transmits any communications or materials to Lodoy by mail, email, telephone, or otherwise, suggesting or recommending changes to the Lodoy IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Lodoy is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback so long as Lodoy does not identify Customer as the source of the Feedback without Customer's prior approval.

11. Warranties and Disclaimers.#

a. Customer Warranties#

Customer represents, warrants, and covenants to Lodoy that:

i. Customer owns or otherwise has and will have the necessary rights and consents in and relating to the Customer Data so that, as received by Lodoy and processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property, privacy, or other rights of any third party or violate any applicable laws or regulations;

ii. Customer has all necessary rights, permissions, and authorizations to connect Customer's accounts on Third-Party Platforms to the Services and to authorize Lodoy to access and interact with such accounts on Customer's behalf;

iii. Customer's use of the Services, including all campaigns, advertisements, and content created or published through the Services, will comply with all applicable laws, regulations, and Third-Party Platform policies;

iv. Customer is at least 18 years of age and has the legal capacity to enter into this Agreement; and

v. If Customer is entering into this Agreement on behalf of an organization, Customer has the legal authority to bind that organization to this Agreement.

b. Disclaimer#

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE LODOY IP, INCLUDING THE SERVICES, AI-POWERED FEATURES, AND ALL BETA SERVICES, IS PROVIDED "AS IS" AND "AS AVAILABLE," AND LODOY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LODOY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

LODOY MAKES NO WARRANTY OF ANY KIND THAT THE LODOY IP, AI-GENERATED CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.

LODOY DOES NOT WARRANT OR GUARANTEE ANY SPECIFIC MARKETING OUTCOMES, CAMPAIGN PERFORMANCE, ADVERTISING RESULTS, SALES, REVENUE, OR OTHER BUSINESS RESULTS FROM CUSTOMER'S USE OF THE SERVICES. THE EFFECTIVENESS OF MARKETING CAMPAIGNS DEPENDS ON NUMEROUS FACTORS BEYOND LODOY'S CONTROL.

LODOY DOES NOT WARRANT THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE, APPROPRIATE, OR SUITABLE FOR CUSTOMER'S INTENDED PURPOSE. CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND APPROVING ALL AI-GENERATED CONTENT.

LODOY DOES NOT WARRANT THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY DATA OR INFORMATION OBTAINED THROUGH INTEGRATIONS WITH THIRD-PARTY PLATFORMS.

12. Indemnification.#

a. Lodoy Indemnification#

i. Claims#

Lodoy shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's US copyrights or trade secrets; provided that Customer promptly notifies Lodoy in writing of the claim, cooperates with Lodoy, and allows Lodoy sole authority to control the defense and settlement of such claim.

ii. Remedies#

If such a claim is made or appears possible, Customer agrees to permit Lodoy, at Lodoy's sole discretion: to (i) modify or replace the Services, or component or part thereof, to make it non-infringing; or (ii) obtain the right for Customer to continue use. If Lodoy determines that neither alternative is reasonably commercially available, Lodoy may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.

iii. Exclusions#

This Section 12(a) will not apply to the extent that the alleged infringement arises from: (i) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Lodoy or authorized by Lodoy in writing; (ii) modifications to the Services not made by Lodoy; (iii) Customer Data or AI-Generated Content; or (iv) Third-Party Products.

b. Customer Indemnification#

Customer shall indemnify, hold harmless, and, at Lodoy's option, defend Lodoy from and against any Losses resulting from any Third-Party Claim:

i. that the Customer Data, AI-Generated Content, or any use of the Customer Data or AI-Generated Content in accordance with this Agreement, infringes or misappropriates such third party's intellectual property or other rights;

ii. arising from Customer's or any Authorized User's violation of any Third-Party Platform's terms of service, advertising policies, or community guidelines;

iii. arising from Customer's or any Authorized User's violation of any applicable advertising laws, consumer protection laws, or marketing regulations;

iv. arising from any claims of false advertising, deceptive marketing practices, or misleading content in connection with Customer's use of the Services;

v. arising from Customer's or any Authorized User's (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by this Agreement; or (C) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Lodoy or authorized by Lodoy in writing;

in each case provided that Customer may not settle any Third-Party Claim against Lodoy unless Lodoy consents to such settlement, and further provided that Lodoy will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

c. Sole Remedy#

This Section 12 sets forth Customer's sole remedies and Lodoy's sole liability and obligation for any actual, threatened, or alleged claims that the Services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party.

13. Limitations of Liability.#

EXCEPT FOR: (I) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; (II) A PARTY'S INDEMNITY OBLIGATIONS; (III) CUSTOMER'S BREACH OF SECTION 2(C) (USE RESTRICTIONS); OR (IV) A PARTY'S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT ("EXCLUDED LIABILITIES"):

(A) IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

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

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

(3) LOSS OF GOODWILL OR REPUTATION;

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

(5) COST OF REPLACEMENT GOODS OR SERVICES;

(6) ANY LOSS OR DAMAGES ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF AI-POWERED FEATURES, AI-GENERATED CONTENT, OR MARKETING CAMPAIGNS;

(7) ANY LOSS OR DAMAGES ARISING FROM THIRD-PARTY PLATFORM ACTIONS, INCLUDING ACCOUNT SUSPENSIONS, AD DISAPPROVALS, OR POLICY VIOLATIONS; OR

(8) ANY LOSS OR DAMAGES ARISING FROM BETA SERVICES,

IN EACH CASE REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE; AND

(B) IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO LODOY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM; PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, LODOY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY EXCLUDED LIABILITIES WILL NOT EXCEED THREE TIMES (3X) THE TOTAL AMOUNTS PAID AND/OR PAYABLE TO LODOY BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

THE LIMITATIONS SET FORTH IN THIS SECTION 13 SHALL APPLY EVEN IF CUSTOMER'S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

14. Subscription Period and Termination.#

a. Subscription Period#

The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to Section 14(b), will continue in effect for the period identified in the Order (the "Initial Subscription Period"). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period").

b. Termination#

In addition to any other express termination right set forth in this Agreement:

i. Lodoy may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than ten (10) calendar days after Lodoy's delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c), Section 4(f), or Section 8.

ii. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured thirty (30) calendar days after the non-breaching Party provides the breaching Party with written notice of such breach.

iii. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

iv. Customer may terminate this Agreement at any time by providing written notice to Lodoy and ceasing use of the Services; provided that no refund of any prepaid Fees will be provided.

c. Effect of Expiration or Termination#

Upon expiration or earlier termination of this Agreement:

i. Customer shall immediately discontinue use of the Lodoy IP and, without limiting Customer's obligations under Section 8, Customer shall delete, destroy, or return all copies of the Lodoy IP and certify in writing to Lodoy that the Lodoy IP has been deleted or destroyed.

ii. Lodoy will provide Customer with a period of thirty (30) days following the effective date of expiration or termination to export Customer Data through the features and functionalities made available via the Services. After such thirty (30) day period, Lodoy may delete all Customer Data in accordance with Lodoy's data retention policies.

iii. All Integrations will be disconnected, and Lodoy will no longer have access to Customer's accounts on Third-Party Platforms.

iv. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.

d. Survival#

This Section 14(d), and Sections 1, 4(c), 4(e), 5(b), 7, 8, 9, 10, 11, 12, 13, 15, and 16 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

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

a. Governing Law#

Customer agrees that: (a) the Services will be deemed solely based in the State of California; and (b) the Services will be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement will be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law governing this Agreement, the Federal Arbitration Act (9 U.S.C. sections 1-16) (as it may be amended, "FAA") governs the interpretation and enforcement of the Arbitration Agreement below and preempts all state laws (and laws of other jurisdictions) to the fullest extent permitted by applicable laws and regulations. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue will be resolved under and governed by the law of the U.S. state where Customer resides (if applicable) or the jurisdiction mutually agreed upon in writing by the Parties. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Customer agrees to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which Lodoy retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of data security, Confidential Information, or intellectual property rights, as set forth in the Arbitration Agreement below, including any provisional relief required to prevent irreparable harm. Customer agrees that San Francisco County, California is the proper and exclusive forum for any appeals of an arbitration award, or for trial court proceedings in the event that the Arbitration Agreement below is found to be unenforceable. This Agreement was drafted in the English language and this English language version of the Agreement is the original, governing instrument of the understanding between the Parties. In the event of any conflict between the English version of this Agreement and any translation, the English version will prevail.

b. Arbitration Agreement#

i. General#

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH CUSTOMER CAN SEEK RELIEF FROM LODOY. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between the Parties that arises out of or relates to, directly or indirectly: (A) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, and enforceability thereof; (B) access to or use of the Services, including receipt of any advertising or marketing communications; (C) any transactions through, by, or using the Services; or (D) any other aspect of Customer's relationship or transactions with Lodoy, directly or indirectly, as a user or consumer (each, a "Claim," and, collectively, "Claims"). This Arbitration Agreement will apply, without limitation, to all Claims that arose or were asserted before or after Customer's consent to this Agreement.

ii. Opting Out of Arbitration Agreement#

If you are a new customer, you can reject and opt out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing Lodoy at legal@lodoy.ai with your full, legal name (or the name of the organization that you had the legal authority to bind to this Agreement if you entered this Agreement for an organization) and stating your intent to opt out of this Arbitration Agreement. Opting out of this Arbitration Agreement does not affect the binding nature of any other part of this Agreement, including the provisions regarding controlling law or the courts in which any disputes must be brought.

iii. Dispute-Resolution Process#

For any Claim, Customer will first contact Lodoy at legal@lodoy.ai and attempt to resolve the Claim with Lodoy informally. In the unlikely event that the Parties have not been able to resolve a Claim after sixty (60) days, the Claim shall be finally settled under the Rules of Arbitration ("Rules") of the International Chamber of Commerce ("ICC") by one or more arbitrators (each, an "Arbitrator") appointed in accordance with such Rules. The place of arbitration shall be: (a) Singapore to the extent that Customer is located in Asia; (b) London, United Kingdom to the extent that Customer is located in Europe; or (c) San Francisco County, California to the extent that Customer is located in the United States or any other jurisdiction, in each case unless the Parties agree otherwise. If Customer is using the Service for commercial purposes, each party will be responsible for paying any ICC filing and administrative fees and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses. If Customer is an individual using the Services for non-commercial purposes: (i) ICC may require Customer to pay a fee for the initiation of a case; (ii) the award rendered by the Arbitrators may include Customer's costs of arbitration, reasonable attorneys' fees, and reasonable costs for expert and other witnesses; and (iii) Customer may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this would not absolve Customer of any commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the Arbitrators may be entered in any court of competent jurisdiction. The Parties agree that the Arbitrators, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also be responsible for determining all threshold arbitrability issues, including issues relating to whether this Agreement, or any provision hereof, is unconscionable or illusory, and any defense to arbitration, including waiver, delay, laches, unconscionability, and/or estoppel.

iv. Equitable Relief#

Nothing in this Arbitration Agreement will be deemed as: preventing Lodoy from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Lodoy's data security, Confidential Information, or intellectual property rights; or preventing Customer from asserting claims in a small claims court, provided that Customer's claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-collective, and non-representative) basis.

v. Severability#

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

c. Class Action/Jury Trial Waiver#

BY ENTERING INTO THIS AGREEMENT, EACH PARTY IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER CUSTOMER HAS OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATORS MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. THE PARTIES AGREE THAT THE ARBITRATORS MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON CUSTOMER'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

16. Miscellaneous.#

a. Entire Agreement#

This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement; and (ii) second, any other documents incorporated herein by reference.

b. Notices#

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement or as identified on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized signed for on delivery courier (with all fees pre-paid), or email (with confirmation of transmission). All email Notices to Lodoy must be sent to legal@lodoy.ai. Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section 16(b). Notwithstanding the foregoing, Customer hereby consents to receiving electronic communications from Lodoy, which may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Customer agrees that any notices, agreements, disclosures, or other communications that Lodoy sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.

c. Force Majeure#

In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, pandemic, epidemic, or other public health emergency, internet or telecommunications failures, or Third-Party Platform outages or API unavailability.

d. Amendment and Modification#

Lodoy may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. Lodoy will provide Customer with reasonable notice prior to any amendments or modifications taking effect, either by emailing the email address associated with Customer's account on the Services or by another method reasonably designed to provide notice to Customer. If Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Customer's acceptance of the revised Agreement beginning at the next Renewal Subscription Period or, if Customer enters into a new Order with Lodoy, as of the date of execution of such Order.

e. Waiver#

No failure or delay by either Party in exercising any right or remedy available to it in connection with this Agreement will constitute a waiver of such right or remedy. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

f. Severability#

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

g. Assignment#

Customer may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Lodoy. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

h. Export Regulation#

The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Customer shall not, directly or indirectly, export, re-export, or release the Services or the underlying software or technology to, or make the Services or the underlying software or technology accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the underlying software or technology available outside the US. Without limiting the foregoing, Customer represents and warrants that Customer is not: (i) located in, or a resident or national of, any country subject to US government embargo or that has been designated by the US government as a "terrorist supporting" country; or (ii) on any US government list of restricted end users, including the Treasury Department's List of Specially Designated Nationals and the Commerce Department's Denied Persons List or Entity List.

i. US Government Rights#

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

j. Equitable Relief#

Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 8 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

k. Publicity#

Lodoy may identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in Lodoy's customer list, press releases, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Otherwise, neither Party may use the name, logo, or other trademarks of the other Party for any purpose without the other Party's prior written approval.

l. Independent Contractors#

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

m. No Third-Party Beneficiaries#

This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

n. Headings#

The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

o. Contact Information#

For questions about these Terms of Service, please contact us at:

Lodoy, Inc.

Email: legal@lodoy.ai

Website: https://lodoy.ai