Terms and Conditions

These Terms and Conditions (the “Terms”) constitute a binding legal agreement between LemonLime AI Inc., a Delaware corporation d/b/a “LemonLime,” with offices at 209 9th Street, Suite 300, San Francisco, California 94103 (“LemonLime,” “we,” “us,” or “our”), and the business entity that accesses or uses our Services (“Customer,” “you,” or “your”). LemonLime operates the website at https://lemonlime.ai (the “Site”) and provides the LemonLime knowledge platform — which connects a Customer’s authorized third-party tools, indexes the Customer’s own content, and delivers AI-powered search and answers over it — together with related custom software and artificial intelligence development, deployment, and tooling services, as further described herein and in any applicable Statement of Work or Order Form (collectively, the “Services”). These Terms also constitute the End User License Agreement (EULA) for the Services.

By accessing or using the Services, by signing a Statement of Work or Order Form referencing these Terms, or by clicking “I Agree,” “Accept,” or any similar acknowledgment, you (a) agree to be bound by these Terms, (b) represent and warrant that you are an authorized representative of a business entity with full power and authority to bind that entity to these Terms, and (c) acknowledge that you have read, understood, and agreed to these Terms in their entirety. If you do not agree to these Terms, you must not access or use the Services.

Important Notices — Please Read Carefully

Contents

1. Definitions
2. The Services and Statements of Work
3. Eligibility, Accounts, and Account Security
4. Acceptable Use
5. Customer Data and Customer Responsibilities
6. Artificial Intelligence; Output; Third-Party Models
7. Fees, Usage-Based Billing, Taxes, and Payment
8. Term, Suspension, and Termination
9. Intellectual Property; Licenses; Feedback
10. Confidentiality
11. Privacy and Data Protection
12. Third-Party Services and Integrations
13. Representations and Warranties
14. Disclaimers
15. Limitation of Liability
16. Indemnification
17. Governing Law
18. Binding Arbitration; Class Action Waiver
19. Modifications to the Terms or Services
20. Force Majeure
21. Export Controls and Sanctions
22. Publicity
23. Notices
24. Assignment
25. General Provisions
26. Contact

1. Definitions

Capitalized terms used in these Terms have the meanings set forth below or as defined elsewhere in these Terms or in any applicable Statement of Work or Order Form.

• “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party.
• “Authorized User” means an employee, contractor, or other individual whom Customer has authorized to access or use the Services on Customer’s behalf.
• “Customer Data” means any data, content, files, prompts, instructions, configurations, or other materials that Customer or its Authorized Users submit to, upload to, or generate through the Services, but excluding Output to the extent and as described in Section 9.
• “Deliverables” means any custom software, code, models, prompts, agents, integrations, configurations, documentation, reports, or other work product expressly identified as a deliverable in a Statement of Work.
• “Documentation” means any user guides, technical specifications, or other documentation that LemonLime makes generally available for the Services.
• “Order Form” means a written or electronic ordering document executed or accepted by Customer that references these Terms and specifies the Services, fees, term, or other commercial terms.
• “Output” means content, data, predictions, classifications, recommendations, or other results returned by the Services in response to Customer Data, prompts, or instructions, including content generated by AI models.
• “Statement of Work” or “SOW” means a written document executed by both parties that describes a specific engagement, scope of work, Deliverables, fees, milestones, timelines, and any other engagement-specific terms.
• “Third-Party Services” means any third-party software, APIs, models, hosting providers, infrastructure, integrations, or other services that LemonLime uses or that interoperate with the Services.

2. The Services and Statements of Work

2.1 Description of Services

LemonLime designs, develops, configures, deploys, and operates custom artificial intelligence stacks, tooling, workflows, agents, and related software products for business customers, primarily in the areas of customer service, sales, and consulting use cases. The specific Services to be provided to Customer will be described in one or more Statements of Work or Order Forms. These Terms apply to all Services regardless of the specific engagement.

2.2 Statements of Work; Order of Precedence

Each Statement of Work or Order Form is incorporated into and forms part of these Terms. In the event of a conflict between these Terms and a Statement of Work or Order Form, the Statement of Work or Order Form will control as to the specific Services described therein, but only to the extent of the conflict and only if the conflicting provision in the Statement of Work or Order Form is signed or expressly accepted by an authorized representative of LemonLime.

2.3 Changes to Scope

Either party may request changes to the scope of an engagement. Changes are effective only if and when memorialized in a written change order or amended Statement of Work signed by both parties. LemonLime is not obligated to perform any work outside the scope of an executed Statement of Work, and Customer is not obligated to pay for work performed outside such scope unless agreed in writing.

2.4 Acceptance of Deliverables

Unless a Statement of Work specifies otherwise, Deliverables will be deemed accepted upon the earlier of (a) Customer’s express written acceptance, (b) Customer’s use of the Deliverable in production or for any business purpose, or (c) ten (10) business days after delivery if Customer has not provided a written, specific list of material non-conformities. Customer’s sole remedy for non-conforming Deliverables is for LemonLime to use commercially reasonable efforts to correct the non-conformities; LemonLime is not obligated to refund fees for accepted Deliverables.

2.5 Service Levels and Support

LemonLime will use commercially reasonable efforts to make the Services available to Customer in accordance with any service level commitments expressly set forth in an applicable Statement of Work or Order Form. Absent such express commitments, the Services are provided on an “as available” basis, and no service-level guarantee, uptime commitment, or response-time commitment applies. Scheduled maintenance, emergency maintenance, and downtime caused by Third-Party Services or events of force majeure are excluded from any availability calculations.

2.6 Beta and Experimental Features

LemonLime may from time to time make pre-release, beta, alpha, evaluation, or experimental features available to Customer (“Beta Features”). Beta Features are provided “as is,” may be discontinued or materially changed at any time without notice, and are excluded from any warranty, service-level commitment, or indemnity that might otherwise apply under these Terms or any Statement of Work.

3. Eligibility, Accounts, and Account Security

3.1 Eligibility

The Services are available only to business entities and only to individuals who are at least eighteen (18) years of age and have the legal authority to bind such an entity. By accessing or using the Services, you represent and warrant that you meet these requirements.

3.2 Accounts

Where the Services require an account, you agree to provide accurate, current, and complete information and to keep that information up to date. You are responsible for all activities that occur under your account and for all use of the Services by your Authorized Users, whether or not authorized by Customer. You will not share account credentials except with Authorized Users and will use commercially reasonable security measures to protect those credentials.

3.3 Identity Verification

LemonLime may, in its discretion, verify the identity of Customer or any Authorized User and may suspend or terminate access if the information provided is inaccurate, incomplete, or cannot be verified, or if LemonLime reasonably suspects unauthorized use of the account.

3.4 Notification of Unauthorized Use

Customer will promptly notify LemonLime in writing of any actual or suspected unauthorized access to or use of the Services, any compromise of credentials, or any other breach of security relating to the Services.

4. Acceptable Use

4.1 General Rules

Customer will use the Services only for lawful business purposes and in accordance with these Terms, the Documentation, and any applicable Statement of Work. Customer is responsible for the conduct of its Authorized Users and for ensuring that they comply with these Terms.

4.2 Prohibited Uses

Customer will not, and will not permit any Authorized User or third party to:

• use the Services in violation of any applicable law, regulation, or third-party right, including intellectual property, privacy, publicity, contract, employment, consumer protection, telemarketing, anti-spam (including the U.S. CAN-SPAM Act, the Telephone Consumer Protection Act, and similar laws in other jurisdictions), and data protection laws (including the GDPR, the UK GDPR, the CCPA/CPRA, and other applicable U.S. state privacy laws);
• use the Services to send spam, unsolicited communications, phishing messages, malware, or other harmful or deceptive content;
• submit, store, generate, or transmit through the Services any content that is unlawful, defamatory, obscene, harassing, hateful, threatening, or that infringes or misappropriates the rights of any third party;
• submit through the Services any sensitive personal data unless expressly authorized in a Statement of Work, including without limitation Social Security numbers or government-issued identifiers, financial account or payment card data outside of LemonLime’s designated payment channels, protected health information subject to HIPAA, biometric identifiers, precise geolocation data, or data of children under 13 (or 16 in applicable jurisdictions);
• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, architecture, training data, system prompts, or trade secrets of the Services, except to the extent such restriction is prohibited by applicable law;
• circumvent, disable, or interfere with security, rate-limiting, authentication, or other technical features of the Services, or attempt to gain unauthorized access to the Services or related systems;
• use the Services to develop, train, fine-tune, or improve any product or service that competes with the Services, or to benchmark the Services for purposes of developing a competing product;
• use the Services in connection with any high-risk activity where failure or inaccuracy of the Services could lead to death, personal injury, or severe physical, environmental, or property damage, including without limitation life-support systems, medical diagnosis or treatment decisions without qualified human oversight, operation of nuclear facilities, weapons systems, aircraft navigation, or autonomous-vehicle control;
• use the Services to make automated decisions that produce legal or similarly significant effects on individuals (such as decisions about credit, housing, employment, education, insurance, or government benefits) without appropriate human review and disclosure;
• use the Services to generate, distribute, or facilitate child sexual abuse material, non-consensual intimate imagery, content that sexualizes minors, content that promotes terrorism or violent extremism, or content designed to harass, dox, or threaten any individual;
• use the Services to impersonate any person or entity, misrepresent affiliation with a person or entity, or generate AI Output and present it as human-generated where doing so is unlawful or deceptive;
• resell, sublicense, lease, time-share, or otherwise make the Services available to any third party except as expressly permitted in a Statement of Work;
• remove, alter, or obscure any proprietary notice, label, or marking on the Services, Documentation, or Deliverables; or
• use the Services in any manner that may damage, disable, overburden, or impair the Services or interfere with any other party’s use of the Services.

4.3 Enforcement

LemonLime may investigate suspected violations of this Section 4 and may suspend or terminate Customer’s access to the Services without liability if LemonLime reasonably determines that a violation has occurred or that suspension is necessary to protect the Services, LemonLime, its other customers, or third parties. LemonLime is not obligated to monitor Customer’s use of the Services but may do so to the extent permitted by applicable law and the Privacy Policy.

5. Customer Data and Customer Responsibilities

5.1 Ownership of Customer Data

As between the parties, Customer retains all right, title, and interest in and to Customer Data, subject to the licenses granted in Section 9.4.

5.2 Customer Responsibilities

Customer is solely responsible for: (a) the accuracy, quality, legality, and appropriateness of Customer Data; (b) obtaining all rights, consents, permissions, and authorizations necessary to submit Customer Data to the Services and to permit LemonLime and its subprocessors to process it as contemplated by these Terms; (c) complying with all laws applicable to Customer Data, including data protection, privacy, marketing, employment, and sector-specific laws; (d) maintaining backups of Customer Data and Output that are important to Customer; (e) configuring and using the Services in a manner that meets Customer’s business, security, and compliance requirements; and (f) the acts and omissions of Customer’s Authorized Users.

5.3 Restrictions on Sensitive Data

Unless expressly authorized in a Statement of Work, Customer will not submit to the Services any data that constitutes protected health information regulated by HIPAA, payment card data subject to PCI-DSS (other than via LemonLime’s designated payment channels), data of minors regulated by COPPA or similar laws, or any other category of data the processing of which would impose obligations on LemonLime not contemplated by these Terms.

5.4 Customer Validation

Customer is solely responsible for testing, validating, and confirming the suitability of any Deliverables, workflows, prompts, models, agents, integrations, and configurations before deploying them to production and on an ongoing basis thereafter. LemonLime may provide guidance, recommendations, or default configurations, but Customer remains responsible for determining whether any such configuration is appropriate for Customer’s business, regulatory environment, and risk tolerance.

6. Artificial Intelligence; Output; Third-Party Models

6.1 Nature of AI Output

The Services use artificial intelligence and machine learning, including large language models and other generative or predictive models, some of which are operated by third parties. AI Output is probabilistic and may be inaccurate, incomplete, biased, out of date, offensive, or otherwise unsuitable. Output may also be similar or identical across customers and is not unique to Customer. LemonLime does not warrant the accuracy, completeness, reliability, or fitness of any Output, and Output should not be relied upon as a substitute for professional advice (including legal, medical, financial, tax, or engineering advice).

6.2 Customer Review and Human Oversight

Customer is solely responsible for reviewing all Output and for determining whether and how to rely on it. Customer will implement appropriate human review and oversight before using Output for any decision affecting individuals, in any external-facing communication, or in any context where errors could cause harm. Customer will provide appropriate disclosures to end users that they are interacting with AI where required by law.

6.3 Third-Party Models and Subprocessors

LemonLime relies on Third-Party Services, including third-party AI model providers, hosting providers, vector databases, observability tools, and other infrastructure, to deliver the Services. LemonLime may add, remove, or change such providers at any time. Customer Data and Output may be processed by these providers solely to deliver the Services. Customer’s use of the Services is subject to the terms, acceptable use policies, and content policies of the underlying Third-Party Services to the extent they apply to Customer’s use, and Customer agrees to comply with them. LemonLime is not responsible for the acts, omissions, performance, or availability of Third-Party Services.

6.4 Use of Customer Data for Service Improvement

Except as otherwise agreed in a Statement of Work or Data Processing Addendum, LemonLime may collect, use, and analyze de-identified, aggregated, or anonymized data derived from Customer’s use of the Services and from Customer Data to operate, improve, troubleshoot, secure, and develop the Services and LemonLime’s business. LemonLime does not share Customer Data in identifiable form with other customers and does not train, fine-tune, or improve LemonLime’s own (or any shared or foundational) AI or machine-learning models on Customer Data, in identifiable, de-identified, or aggregated form.

When Customer Data is routed to a Third-Party Service provider (for example, a third-party AI model provider) to deliver the Services, whether that provider may use the data to train or improve its own models is governed by that provider’s own terms and default configuration. Where a provider offers a no-training setting, enterprise API tier, or zero-retention option, LemonLime generally configures its integration to use it. Customer is responsible for reviewing the terms of any specific Third-Party Service that Customer directs LemonLime to route Customer Data through, and may restrict which providers LemonLime uses on Customer’s behalf through in-product settings or in a Statement of Work. See Sections 6.2 and 6.6 of the Privacy Policyfor additional detail on LemonLime’s training posture and current AI subprocessors.

6.5 Output

Subject to Customer’s compliance with these Terms and full payment of all fees, and to the extent LemonLime owns or controls such rights, LemonLime assigns to Customer all of LemonLime’s right, title, and interest in and to Output generated specifically for Customer. Customer acknowledges that, due to the nature of generative AI, similar or identical Output may be generated for other customers and that LemonLime cannot and does not represent that Output is unique, original, or non-infringing. Customer is solely responsible for ensuring that its use of Output complies with applicable law and does not infringe any third-party rights.

6.6 No Warranty Regarding AI

Without limiting Section 14, LemonLime makes no representation or warranty that Output will be accurate, complete, current, non-infringing, fit for any particular purpose, or free from bias, hallucinations, or errors.

7. Fees, Usage-Based Billing, Taxes, and Payment

7.1 Fees

Customer will pay all fees set forth in the applicable Statement of Work or Order Form. Fees may include one-time implementation or build fees, recurring subscription or platform fees, professional services fees, and usage-based fees.

7.2 Usage-Based Pricing and Estimates

Many of the Services are billed in whole or in part based on actual usage (for example, by tokens, API calls, compute time, conversations, agent runs, seats, or similar units of measurement). Where a Statement of Work or Order Form provides an estimate of fees based on anticipated usage, the estimate is provided for budgeting purposes only and is not a cap or guaranteed price. Customer agrees that:

• actual fees may exceed (or fall below) any estimate based on Customer’s actual usage;
• LemonLime may invoice Customer for actual usage at the rates set forth in the Statement of Work or Order Form, and where Third-Party Service costs (such as model provider fees) materially change, LemonLime may pass through those changes to Customer with reasonable notice;
• if Customer’s usage materially and consistently exceeds the level anticipated in the Statement of Work or Order Form, LemonLime may, after providing reasonable notice, propose revised fees and, if Customer does not accept the revised fees, suspend, throttle, or terminate the affected Services without liability; and
• LemonLime may impose reasonable rate limits, usage caps, or fair-use limits to protect the Services and Third-Party Services and will use commercially reasonable efforts to notify Customer in advance.

7.3 Invoicing and Payment Terms

Unless a Statement of Work or Order Form provides otherwise, all fees are due within thirty (30) days of the invoice date and are payable in U.S. dollars. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus collection costs and reasonable attorneys’ fees. Fees are non-refundable except as expressly stated in these Terms or a Statement of Work.

7.4 Disputed Invoices

Customer must notify LemonLime in writing of any good-faith dispute over an invoice within fifteen (15) days of the invoice date, identifying the disputed amount and the basis for the dispute. Undisputed amounts must be paid when due. Failure to dispute an invoice within this period constitutes acceptance of the invoice.

7.5 Taxes

Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, withholding, or similar taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under these Terms (other than taxes based on LemonLime’s net income, property, or employees). If LemonLime has the legal obligation to pay or collect Taxes for which Customer is responsible, LemonLime will invoice Customer and Customer will pay that amount unless Customer provides LemonLime with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.6 Suspension for Non-Payment

LemonLime may suspend access to the Services without liability if Customer fails to pay any undisputed fees within ten (10) days after written notice of non-payment. Suspension does not relieve Customer of its obligation to pay fees.

7.7 Fee Changes

LemonLime may change its rates and fees at any time. For ongoing Services, changes will take effect at the start of the next renewal term unless an Order Form or Statement of Work expressly provides otherwise, except that LemonLime may pass through, with reasonable notice, increases in costs imposed by Third-Party Service providers and increases in usage-based costs that result from Customer’s actual usage.

8. Term, Suspension, and Termination

8.1 Term

These Terms commence on the earlier of the date Customer first accesses the Services or the effective date of the first Statement of Work or Order Form, and continue until terminated as provided herein or until expiration or termination of all Statements of Work and Order Forms, whichever is later. The term of any specific engagement is set forth in the applicable Statement of Work or Order Form.

8.2 Termination for Convenience

Unless an Order Form or Statement of Work provides otherwise, either party may terminate any Statement of Work or Order Form for convenience upon thirty (30) days’ prior written notice to the other party. Customer remains obligated to pay all fees accrued through the effective date of termination, and any prepaid fees for the unused portion of the terminated engagement are non-refundable except as expressly stated in the applicable Statement of Work.

8.3 Termination for Cause

Either party may terminate these Terms or any Statement of Work or Order Form for cause if the other party (a) materially breaches these Terms or such Statement of Work or Order Form and fails to cure the breach within thirty (30) days after written notice describing the breach, or (b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver, trustee, or similar officer appointed for it. LemonLime may also terminate immediately upon written notice if Customer breaches Section 4 (Acceptable Use), Section 9 (Intellectual Property), Section 10 (Confidentiality), or Section 21 (Export Controls).

8.4 Suspension

Without limiting LemonLime’s termination rights, LemonLime may suspend Customer’s access to the Services in whole or in part, with or without notice, if (a) Customer’s account is overdue, (b) Customer’s use of the Services threatens the security, integrity, or availability of the Services or any Third-Party Service, (c) Customer is in material breach of these Terms or any Statement of Work, (d) suspension is required to comply with applicable law or a request from a governmental authority, or (e) a Third-Party Service provider requires or recommends suspension.

8.5 Effect of Termination

Upon termination or expiration: (a) Customer’s right to access and use the Services terminates immediately; (b) Customer will pay all fees accrued through the effective date of termination; (c) each party will, at the other party’s written request and subject to applicable law, return or destroy the Confidential Information of the other party in its possession or control, except for archival copies maintained in the ordinary course of business; and (d) LemonLime may delete Customer Data after a reasonable period (which will be no less than thirty (30) days unless prohibited by law or unless Customer was terminated for breach of Section 4) without further obligation, provided that Customer is responsible for exporting Customer Data before termination becomes effective.

8.6 Survival

The following sections survive any termination or expiration of these Terms: 1 (Definitions), 5.1 (Ownership of Customer Data), 7 (Fees) for amounts accrued prior to termination, 8.5 (Effect of Termination), 8.6 (Survival), 9 (Intellectual Property), 10 (Confidentiality), 11 (Privacy and Data Protection) to the extent applicable, 13 (Representations and Warranties), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (Governing Law), 18 (Binding Arbitration; Class Action Waiver), 22 (Publicity) only as to permitted prior uses, 23 (Notices), 24 (Assignment), and 25 (General Provisions).

9. Intellectual Property; Licenses; Feedback

9.1 LemonLime IP

As between the parties, LemonLime and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Services, the Site, the Documentation, all underlying software, models, frameworks, prompts, libraries, tooling, methodologies, know-how, and any improvements, enhancements, or derivative works of any of the foregoing, and any data, results, and learnings derived from the operation of the Services (collectively, the “LemonLime IP”). Except for the limited rights expressly granted in these Terms, no rights in the LemonLime IP are granted to Customer.

9.2 License to Customer

Subject to Customer’s compliance with these Terms and full payment of all applicable fees, LemonLime grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term to access and use the Services, the Documentation, and any Deliverables solely for Customer’s internal business purposes.

9.3 Deliverables

Unless a Statement of Work expressly provides otherwise, Deliverables that are custom-developed for Customer are licensed (and not assigned) to Customer on a non-exclusive, non-transferable, non-sublicensable basis for Customer’s internal business purposes during the term of the applicable Statement of Work. LemonLime retains ownership of all (a) pre-existing materials, tools, frameworks, libraries, and know-how used in or incorporated into the Deliverables (collectively, “Background IP”) and (b) general improvements, generic components, and reusable elements developed in connection with the engagement, even if developed during the engagement, and grants Customer a license to use such Background IP and reusable elements only as embedded in the Deliverables and only as necessary for Customer’s permitted use of the Deliverables.

9.4 License from Customer

Customer grants LemonLime and its subprocessors a worldwide, non-exclusive, royalty-free, sublicensable license during the term to host, copy, transmit, display, process, modify, and otherwise use Customer Data and Customer’s name, logos, and marks solely as necessary to provide, support, secure, and improve the Services and to perform LemonLime’s obligations under these Terms and any Statement of Work. LemonLime may also use de-identified, aggregated, or anonymized data derived from Customer’s use of the Services to operate, secure, troubleshoot, and improve the Services, subject to the limitations in Section 6.4 — which include that LemonLime does not use Customer Data, in any form, to train, fine-tune, or improve its own AI or machine-learning models.

9.5 Feedback

If Customer or any Authorized User provides LemonLime with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), Customer assigns to LemonLime all right, title, and interest in and to such Feedback, and LemonLime may use Feedback for any purpose without restriction or compensation to Customer.

9.6 Reservation

All rights not expressly granted by LemonLime in these Terms are reserved by LemonLime and its licensors. No rights are granted by implication, estoppel, or otherwise.

10. Confidentiality

10.1 Definition

“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is identified as confidential at the time of disclosure or that, given the nature of the information and the circumstances of disclosure, should reasonably be understood to be confidential. LemonLime’s Confidential Information includes the Services, the LemonLime IP, pricing, technical and security information, the identity of Third-Party Service providers, and the terms of these Terms and any Statement of Work or Order Form. Customer’s Confidential Information includes Customer Data.

10.2 Exclusions

Confidential Information does not include information that the Receiving Party can demonstrate (a) was rightfully in its possession without confidentiality obligation before disclosure, (b) is or becomes publicly available without breach of these Terms, (c) is rightfully received from a third party without confidentiality obligation, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

10.3 Obligations

The Receiving Party will (a) use Confidential Information only as necessary to exercise its rights and perform its obligations under these Terms, (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (and in no event less than reasonable care), and (c) limit access to Confidential Information to its employees, contractors, advisors, and Affiliates who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 10. The Receiving Party is responsible for the acts and omissions of those parties as if they were its own.

10.4 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent required by law, regulation, court order, or governmental authority, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order or other appropriate remedy.

11. Privacy and Data Protection

11.1 Privacy Policy

LemonLime processes personal data in accordance with its Privacy Policy, which is incorporated into these Terms by reference and available at https://lemonlime.ai. Customer is responsible for reviewing the Privacy Policy and for ensuring that its Authorized Users are aware of it.

11.2 Roles

Where the Services involve LemonLime processing personal data on behalf of Customer, Customer is the controller (or business) and LemonLime is the processor (or service provider), and the parties will, where applicable law requires, enter into a Data Processing Addendum that supplements these Terms.

11.3 Customer Compliance

Customer is responsible for: (a) providing all required notices to, and obtaining all required consents from, individuals whose personal data Customer submits to the Services; (b) responding to data-subject requests with respect to Customer Data; and (c) ensuring that Customer’s use of the Services is consistent with its representations to data subjects and applicable law.

11.4 Data Transfers

Customer Data may be processed in the United States and in other jurisdictions where LemonLime, its Affiliates, or its Third-Party Service providers maintain facilities. By using the Services, Customer authorizes such transfers, subject to any applicable Data Processing Addendum and applicable law.

11.5 Security

LemonLime maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access, as further described in Section 13 of the Privacy Policy. Customer acknowledges that no security measures are perfect or impenetrable and that LemonLime cannot guarantee that Customer Data will not be subject to unauthorized access.

11.6 Subprocessors

LemonLime engages third-party vendors as subprocessors to host, process, and otherwise support the Services. The current list of subprocessors, grouped by function (hosting and infrastructure, third-party AI model providers, payments, customer communications, product analytics, security and monitoring, and source-code and CI/CD) is maintained in Section 6.6 of the Privacy Policy and is updated when the vendor set changes. Customer may request advance notice of material subprocessor changes by contacting [email protected].

11.7 Integration-specific commitments

Where Customer or an Authorized User connects the Services to a specific third-party platform (for example, Google Workspace or Slack), LemonLime’s handling of data received from that platform’s APIs is governed by the integration-specific commitments in Section 6.7 (Google Workspace API integrations) and Section 6.8 (Slack integration) of the Privacy Policy, including any platform-mandated handling and deletion requirements (including that LemonLime accesses Slack content in real time and does not persistently store it, and deletes associated access tokens and any transient data within fourteen (14) business days of uninstall).

12. Third-Party Services and Integrations

The Services may interoperate with, depend on, or integrate with Third-Party Services. Customer’s use of any Third-Party Service is subject to that Third-Party Service’s own terms, policies, and privacy practices, and is at Customer’s sole risk. LemonLime does not control Third-Party Services and is not responsible for their availability, accuracy, content, security, performance, or any change to or discontinuation of them. If a Third-Party Service materially changes its terms, pricing, performance, or availability, LemonLime may, with reasonable notice, modify or discontinue any feature of the Services that depends on that Third-Party Service, change the underlying provider, or pass through additional fees, in each case without liability to Customer beyond a pro-rata refund of any prepaid, unused fees for affected Services if LemonLime cannot reasonably continue to provide them.

13. Representations and Warranties

13.1 Mutual Warranties

Each party represents and warrants that (a) it is duly organized and validly existing under the laws of its jurisdiction of formation, (b) it has full power and authority to enter into and perform under these Terms, and (c) its execution and performance of these Terms do not and will not violate any law or any agreement by which it is bound.

13.2 Customer Warranties

Customer represents and warrants that (a) it has all rights, consents, and authorizations necessary to provide Customer Data to LemonLime and to permit LemonLime to use Customer Data as contemplated by these Terms, (b) Customer Data and Customer’s use of the Services do not and will not violate any law or infringe or misappropriate any third-party right, (c) Customer will use the Services only in compliance with these Terms and applicable law, and (d) all information Customer provides to LemonLime, including for billing, is accurate and complete.

13.3 LemonLime Limited Warranty

LemonLime warrants that during the term it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices. Customer’s sole and exclusive remedy, and LemonLime’s sole and exclusive obligation, for breach of this warranty is for LemonLime to use commercially reasonable efforts to re-perform the non-conforming Services. To make a claim under this warranty, Customer must notify LemonLime in writing within thirty (30) days after Customer first becomes aware of the alleged non-conformity.

14. Disclaimers

Except for the express limited warranty in Section 13.3, and to the maximum extent permitted by applicable law, the Services, the Site, the Documentation, all Deliverables, and all Output are provided “as is” and “as available,” with all faults and without any warranty of any kind, whether express, implied, statutory, or otherwise. LemonLime, on behalf of itself and its licensors and suppliers, expressly disclaims all warranties, including without limitation implied warranties of merchantability, fitness for a particular purpose, title, accuracy, non-infringement, quiet enjoyment, and any warranties arising out of course of dealing, course of performance, or usage of trade.

Without limiting the foregoing, LemonLime does not warrant that (a) the Services or any Output will meet Customer’s requirements or expectations; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) any information or Output obtained from the Services will be accurate, complete, current, or reliable; (d) any defects or errors in the Services will be corrected; or (e) the Services or any servers that make them available are free of viruses or other harmful components. Any reliance on Output is at Customer’s sole risk.

LemonLime is not responsible for the acts, omissions, or performance of Third-Party Services, and all Third-Party Services are provided “as is” with no warranty from LemonLime of any kind.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will LemonLime or its affiliates, officers, directors, employees, agents, licensors, or suppliers (collectively, the “LemonLime Parties”) be liable to Customer or any third party for any (a) indirect, incidental, special, exemplary, punitive, or consequential damages; or (b) lost profits, lost revenue, lost business, lost goodwill, loss of use, loss of or inaccuracy of data, cost of substitute goods or services, or damages arising from reliance on Output, in each case whether arising in contract, tort (including negligence), strict liability, or any other legal theory, and whether or not the LemonLime Parties have been advised of the possibility of such damages, and even if any remedy fails of its essential purpose.

To the maximum extent permitted by applicable law, the total aggregate liability of the LemonLime Parties arising out of or relating to these Terms, any Statement of Work or Order Form, and the Services, whether in contract, tort, or otherwise, will not exceed the greater of (i) the fees paid or payable by Customer to LemonLime under the applicable Statement of Work or Order Form in the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (US$100). Multiple claims will not expand this limit.

The exclusions and the cap in this Section 15 do not apply to: (i) Customer’s payment obligations under Section 7; (ii) Customer’s indemnification obligations under Section 16; (iii) either party’s breach of Section 10 (Confidentiality); (iv) Customer’s breach of Section 4 (Acceptable Use), Section 9 (Intellectual Property), or Section 21 (Export Controls and Sanctions); or (v) liability that cannot be limited or excluded under applicable law, including liability for gross negligence, willful misconduct, fraud, or fraudulent misrepresentation.

Free or no-charge use.Notwithstanding anything in this Section 15, for any Services made available to Customer on a free, trial, evaluation, beta, or otherwise no-charge basis, the LemonLime Parties’ total aggregate liability arising out of or relating to such Services will not exceed one hundred U.S. dollars (US$100), and the LemonLime Parties have no obligation to provide any service levels, support, or indemnification with respect to such Services.

The limitations and exclusions in this Section 15 apply to the maximum extent permitted by applicable law, even if a remedy fails of its essential purpose. The parties acknowledge that the fees reflect the allocation of risk set forth in these Terms and that LemonLime would not enter into these Terms without these limitations.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the exclusions and limitations above may not apply to Customer in full. In such jurisdictions, the LemonLime Parties’ liability will be limited to the maximum extent permitted by law.

16. Indemnification

16.1 Indemnification by Customer

Customer will defend, indemnify, and hold harmless the LemonLime Parties from and against any third-party claim, action, demand, or proceeding (each, a “Claim”) and all related liabilities, damages, losses, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates the rights of any third party, including intellectual property and privacy rights; (b) Customer’s or any Authorized User’s use of the Services in breach of these Terms or applicable law; (c) Customer’s use of any Output, including any reliance on Output; (d) Customer’s products, services, or business operations, including any disputes between Customer and Customer’s end users or customers; (e) Customer’s breach of Section 4 (Acceptable Use), Section 5 (Customer Data), Section 13.2 (Customer Warranties), or Section 21 (Export Controls and Sanctions); or (f) the gross negligence, willful misconduct, or fraud of Customer or any Authorized User.

16.2 Procedure

LemonLime will (a) promptly notify Customer in writing of the Claim (provided that failure to provide prompt notice will not relieve Customer of its obligations except to the extent Customer is materially prejudiced), (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim that imposes any liability or obligation on a LemonLime Party, or that admits fault or liability on the part of a LemonLime Party, without LemonLime’s prior written consent), and (c) provide reasonable cooperation at Customer’s expense. The LemonLime Parties may participate in the defense at their own expense with counsel of their choice.

16.3 No LemonLime IP Indemnity

Except as expressly provided in a Statement of Work, LemonLime does not provide any indemnity for claims that the Services, Deliverables, or Output infringe or misappropriate the intellectual property rights of any third party. Customer acknowledges that, given the nature of generative AI and Third-Party Services, LemonLime cannot warrant or indemnify against such claims.

17. Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 18, the parties submit to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, for any matter not subject to arbitration.

18. Binding Arbitration; Class Action Waiver

Please read this section carefully. It requires you and LemonLime to resolve disputes through final and binding individual arbitration and limits the ways you can seek relief from LemonLime. This Section does not apply to Excluded Disputes (defined below).

18.1 Agreement to Arbitrate

Except for Excluded Disputes, Customer and LemonLime each agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between Customer and LemonLime (each, a “Dispute”) will be resolved exclusively through final and binding individual arbitration administered by JAMS (formerly Judicial Arbitration and Mediation Services) under its Comprehensive Arbitration Rules and Procedures then in effect (the “JAMS Rules”). The Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) governs the interpretation and enforcement of this Section 18.

18.2 Excluded Disputes

“Excluded Disputes” means: (a) any Dispute relating to the validity, enforcement, or infringement of either party’s intellectual property rights (including copyrights, trademarks, trade secrets, and patents); (b) any action by LemonLime to collect unpaid fees; and (c) any application for emergency or temporary injunctive or equitable relief. Excluded Disputes may be brought in the state or federal courts located in San Francisco County, California, and the parties submit to the exclusive jurisdiction and venue of those courts.

18.3 Arbitration Procedure

The arbitration will be conducted by a single neutral arbitrator selected in accordance with the JAMS Rules. The seat and place of arbitration will be San Francisco, California. The arbitration will be conducted in English. The arbitrator will have authority to award any remedy that would be available in court, but only on an individual basis. The arbitrator’s award will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party will bear its own costs and attorneys’ fees, except that the arbitrator may award costs and fees as permitted by applicable law.

18.4 Class Action Waiver

Customer and LemonLime each agree that any Dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or preside over any form of class or representative proceeding. If this class action waiver is found to be unenforceable, then the entirety of this Section 18 will be null and void, but the remainder of these Terms will remain in full force and effect.

18.5 Time Limit

Any Dispute must be commenced within one (1) year after the cause of action accrues. Otherwise, the Dispute is permanently barred to the extent permitted by applicable law.

18.6 Opt-Out

Customer may opt out of this Section 18 by sending a written notice of its decision to opt out to [email protected] or to LemonLime AI Inc., Attn: Legal, 209 9th Street, Suite 300, San Francisco, California 94103, postmarked or delivered within thirty (30) days after the date Customer first becomes subject to this arbitration provision. The notice must include Customer’s legal name, address, and a clear statement that Customer wants to opt out. Opting out will not affect any other provision of these Terms.

18.7 Severability of Arbitration Provision

If any provision of this Section 18 (other than the Class Action Waiver) is found to be invalid or unenforceable, that provision will be severed and the remaining provisions of this Section 18 will continue in effect.

19. Modifications to the Terms or Services

19.1 Modifications to Terms

LemonLime may modify these Terms from time to time. If a modification is material, LemonLime will use commercially reasonable efforts to notify Customer at least fifteen (15) days before the modification takes effect, by posting the updated Terms on the Site, sending email notice, or providing in-product notice. Customer’s continued use of the Services after the effective date of the modification constitutes acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer’s sole remedy is to stop using the Services and terminate the affected Statements of Work or Order Forms in accordance with Section 8.

19.2 Modifications to Services

LemonLime may modify, update, add to, or remove features of the Services from time to time, provided that LemonLime will not materially decrease the core functionality of the Services that Customer is paying for during the then-current Statement of Work or Order Form term, except where required by law, by a Third-Party Service provider, or to protect the security or integrity of the Services.

20. Force Majeure

Neither party will be liable for any delay or failure to perform (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, pandemic or epidemic, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, denial-of-service attacks, failures or unavailability of Third-Party Services or upstream providers, power failures, or shortages of materials. The affected party will use commercially reasonable efforts to mitigate the impact of the event.

21. Export Controls and Sanctions

The Services and any Output may be subject to U.S. and foreign export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations and economic sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Customer represents and warrants that Customer, its Affiliates, its Authorized Users, and its end users (a) are not located in, ordinarily resident in, or organized under the laws of any country or territory subject to comprehensive U.S. trade sanctions; (b) are not on any U.S. government list of restricted parties, including the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List, the Denied Persons List, the Entity List, or the Unverified List; and (c) will not access or use the Services in violation of any applicable export control or sanctions laws. Customer will not export, re-export, or transfer the Services or any Output to any prohibited destination, end user, or end use.

22. Publicity

LemonLime may identify Customer as a customer of LemonLime and use Customer’s name and logo in customer lists, on the Site, in marketing and sales materials, and in investor and similar communications, provided that LemonLime will use Customer’s logo and marks in accordance with any reasonable trademark guidelines Customer provides in writing. Customer may revoke this permission upon written notice to LemonLime, which revocation will apply prospectively only and will not require LemonLime to recall or destroy materials in circulation prior to revocation. Any other public statement about the engagement (such as case studies or press releases) requires the other party’s prior written consent, not to be unreasonably withheld.

23. Notices

All legal notices to LemonLime must be in writing and sent to LemonLime AI Inc., Attn: Legal, 209 9th Street, Suite 300, San Francisco, California 94103, with a copy by email to [email protected]. LemonLime may provide notices to Customer by email to the address associated with Customer’s account, by posting on the Site, or by in-product notice. Notices are effective on receipt for hand delivery, on the date of confirmed delivery for overnight courier, three (3) business days after deposit for certified mail, and on the date sent for email and electronic notices, in each case to the addresses set forth above or as otherwise provided in writing.

24. Assignment

Customer may not assign or transfer these Terms or any Statement of Work or Order Form, in whole or in part, by operation of law or otherwise, without LemonLime’s prior written consent. Any attempted assignment in violation of this Section is void. LemonLime may assign these Terms and any Statement of Work or Order Form, in whole or in part, without consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their permitted successors and assigns.

25. General Provisions

25.1 Entire Agreement

These Terms, together with the Privacy Policy, any applicable Data Processing Addendum, and any executed Statements of Work or Order Forms, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Any pre-printed terms on Customer purchase orders or similar documents are rejected and have no effect.

25.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

25.3 Waiver

No waiver of any provision of these Terms will be effective unless in writing and signed by the waiving party. A failure or delay in enforcing any provision is not a waiver of that or any other provision.

25.4 Independent Contractors

The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or fiduciary relationship between the parties.

25.5 No Third-Party Beneficiaries

Except for the LemonLime Parties as expressly identified in Section 14, Section 15, and Section 16, these Terms confer no rights or remedies on any third party.

25.6 Construction

Headings are for convenience only and do not affect interpretation. The words “including” and “include” mean “including without limitation.” Any ambiguity will be construed without regard to which party drafted the language.

25.7 Counterparts; Electronic Signatures

Statements of Work and Order Forms may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one agreement.

25.8 Government Customers

If Customer is a U.S. government entity or contractor, the Services are “commercial computer software” and the Documentation is “commercial computer software documentation,” each as defined in applicable Federal Acquisition Regulation provisions, and are licensed with only those rights provided to all other Customers under these Terms.

25.9 Equitable Relief

The parties acknowledge that breach of Section 4 (Acceptable Use), Section 9 (Intellectual Property), Section 10 (Confidentiality), or Section 21 (Export Controls and Sanctions) may cause irreparable harm for which monetary damages are inadequate, and that the non-breaching party may seek injunctive or other equitable relief in addition to all other remedies available.

26. Contact

If you have questions about these Terms or need to provide notice as required by these Terms, please contact us:

By accessing or using the Services, executing a Statement of Work or Order Form, or clicking to accept these Terms, you acknowledge that you have read these Terms, understand them, and agree to be bound by them.