Last Updated: September 25, 2026
4. Ownership, Customer Data, and Confidentiality
5. Representations, Warranties, and Disclaimer
8. Term, Termination, and Survival
PLEASE REVIEW THIS LANEFUL TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE LANEFUL TERMS OF SERVICE BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND LANEFUL. IF YOU DO NOT AGREE TO THESE LANEFUL TERMS OF SERVICE, YOU SHOULD NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE SERVICES (AS DEFINED IN SECTION 1 (DEFINITIONS) BELOW).
THE SERVICES ARE INTENDED FOR BUSINESS USE OR USE IN CONNECTION WITH AN INDIVIDUAL’S TRADE, CRAFT, OR PROFESSION ONLY.
If you have a separate written agreement with Laneful for your use of the Services, these Laneful Terms of Service will not apply to you, unless that written agreement does not cover a particular Service, in which case, these Laneful Terms of Service apply solely to your use of that particular Service.
These Laneful Terms of Service, including all hyperlinked terms (collectively, the “Terms”) set forth the terms for your use of the Services and are effective as of the date you accept or otherwise agree to these Terms (“Effective Date”). These Terms form part of the Agreement (as defined below)governing your use of the Services. This Agreement is between Joy Labs Ventures LLC doing business as Laneful (“Laneful”), the entity identified below, and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement (“you”, “your”, “yours”, or “Customer”).
Laneful, a Delaware limited liability corporation, with a place of business at 15333 Culver Drive #340-2120 Irvine, CA 92604
Laneful may update the terms of these Terms of Service from time to time. Laneful will provide you with written notice of any material updates at least thirty (30) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from third-party platform requirements. Notices for material updates to the terms of this Agreement will be given in accordance with Section 9.5 (Notices). Following such notice, your continued use of the Services on or after the date the updated version of this Agreement is effective and binding, as indicated at the top of this Agreement, constitutes your acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If you do not agree to the updated version of this Agreement, you must stop using the Services immediately.
If you are the party that agreed to the terms of this Agreement and you reassign your account to a third-party reseller for administration purposes, such account reassignment will not excuse your obligations under this Agreement. Your use of the Services will continue to be subject to this Agreement.
“Affiliate” means any entity that directly or indirectly controls or is controlled by, or is under common control with, the party specified. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity.
“Agreement” means these Terms, the Laneful SLA, the Laneful Acceptable Use Policy, the Laneful Security Measures, the Laneful Data Protection Addendum, and the applicable Order Form.
“Beta Offerings” means Services that are identified as alpha, beta, not generally available, limited release, developer preview, or any similar Services offered by Laneful.
“Customer Data” means any data (a) provided by you or your End Users (as defined below) to Laneful in connection with your use of the Services or (b) generated for your use as part of the Services. Customer Data excludes any Laneful Data (as defined below).
“Customer Services” means any software application or other products and services provided by you and used in connection with your use of the Services under this Agreement. If applicable, Customer Services includes sources from which you choose to retrieve Customer Data and destinations to which you choose to transmit Customer Data using the Services.
“Documentation” means Laneful’s documentation, including any usage guides and policies, for the Services.
“End User” means any user accessing the Services, including via any Customer Services, through Customer’s account.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document between you and Laneful, or any of their Affiliates, that specifies mutually agreed upon rates for certain Services and any commercial terms related thereto.
“Services” means the products and services provided by Laneful or its Affiliates, as applicable, including all updates, modifications, or improvements thereto, that you purchase pursuant to an Order Form or otherwise use. Services excludes any Customer Services and Third Party Services (as defined below).
“Third Party Services” means any third-party products, services, or software components that Customer uses in connection with the Services (including email/SMTP providers, mailbox providers/ISPs, DNS hosting, and identity providers), whether procured by Customer or Laneful. Third Party Services are not the Services and are governed by Customer’s agreements with the applicable third party.
“Laneful Acceptable Use Policy” means certain terms relating to the use of the Services, including the Service and Country Specific Requirements set forth therein, the current version of which is available at https://joylabs.com/legal/acceptable-use-policy.
“Laneful Data” means any data, metrics, or logs, that are (a) derived or generated from the use or provision of the Services that does not identify you, your End Users, or any natural person, or are anonymized, de-identified, and/or aggregated such that it can no longer identify you, your End Users, or any natural person or (b) any Customer Data that is anonymized, de-identified, and/or aggregated by Laneful in accordance with this Agreement.
“Laneful Data Protection Addendum” means the personal data processing-related terms for the Services, the current version of which is available at https://joylabs.com/legal/data-protection-addendum.
“Laneful Security Measures” means the security related terms for the Services, the current version of which is available at https://joylabs.com/legal/security-measures.
“Laneful SLA” means the service level agreements for the Services, the current versions of which are available at https://joylabs.com/legal/service-level-agreement.
Any capitalized term in this Terms of Service that are not defined in this Section 1 will have the meaning provided elsewhere in this Agreement.
2.1 Provision of the Services. Laneful will: (a) provide the Services to you pursuant to this Agreement, the applicable Documentation, and any applicable Order Form(s); (b) comply with the applicable Laneful SLA; (c) comply with the security terms for the Services as set forth in the Laneful Security Overview; (d) provide the Services in accordance with laws applicable to Laneful’s provision of the Services to its customers generally (i.e., without regard for your particular use of the Services), subject to your use of the Services in accordance with this Agreement, the applicable Documentation, and any applicable Order Form(s); (e) make commercially reasonable efforts to use industry standard measures designed to scan, detect, and delete Malicious Code; (f) if applicable, use trained, qualified personnel to provide the Services; and (g) use commercially reasonable efforts to provide you with applicable support through the channels described in the Documentation (which may include Slack or other collaboration tools), as applicable. Certain Services, like Relay Lanes, rely on third-party email or SMTP providers and other external networks. Laneful does not control such providers and is not responsible for their availability, rate limits, throttling, filtering, suspensions, or outages. Any retries or queues performed by the Services are best-effort and do not guarantee delivery. Laneful has no obligation to monitor or police Customer’s compliance with this Agreement or any applicable law.
2.2 Customer Responsibilities. You will: (a) be solely responsible for all use of the Services and Documentation under your account and the Customer Services; (b) not transfer, resell, lease, license, or otherwise make available the Services to third parties (except to make the Services available to your End Users) or offer them on a standalone basis; (c) use the Services only in accordance with this Agreement, the Laneful Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (d) be solely responsible for all acts, omissions, and activities of your End Users, including their compliance with this Agreement, the Laneful Acceptable Use Policy, the applicable Documentation, any applicable Order Form(s), and applicable law or regulation; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and notify Laneful promptly of any such unauthorized access or use; (f) provide reasonable cooperation, to the extent legally required, regarding information requests from law enforcement, or regulators relating to Customer’s use of the Services; (g) comply with your representations and warranties set forth in Section 5 (Representations, Warranties, and Disclaimer). In addition, Customer must authenticate domains and configure required DNS records before sending email traffic where domain authentication is missing, misconfigured, or presents a security, deliverability, or reputation risk. Customer will not use the Services to send spam or unlawful bulk email, to facilitate phishing, malware, or deceptive practices, or to send emails without all legally required recipient consents. Customer is solely responsible for list hygiene, opt-outs and unsubscribes, required disclosures, message content, and compliance with applicable marketing, privacy, and communications laws. Customer acknowledges that the Services provide infrastructure, analytics, and operational insights only. Customer remains solely responsible for its content, configuration, compliance with applicable laws, and for any decisions, actions, or outcomes resulting from its use of the Services, including reliance on any insights, alerts, recommendations, or automated actions.
2.3 Suspension of Services. Laneful may, in its sole discretion, suspend the Services immediately if: (a) Laneful receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Laneful to do so; or (b) Laneful believes that: (i) you or your End Users have failed to comply with any material term of this Agreement , or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Documentation; (ii) you or your End Users are, have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. You remain responsible for the Fees (as defined in Section 3.3 (Payment Terms)).
2.4 Changes to the Services. You acknowledge that the features and functions of the Services may change over time. It is your responsibility to ensure the Customer Services are compatible with the Services. Laneful endeavors to avoid changes to the Services that are not backwards compatible, however, if any such changes become necessary, Laneful will use commercially reasonable efforts, where practicable, to provide advance notice. In the event Laneful makes a non-backwards compatible change to certain Services and such change materially and negatively impacts your use of the Services (“Adverse Change”), (a) you will notify Laneful of the Adverse Change and (b) Laneful may agree to work with you to resolve or otherwise address the Adverse Change, except where Laneful, in its sole discretion, has determined that an Adverse Change is required for security reasons, or to comply with applicable law or regulation.
2.5 Beta Offerings. From time to time, Laneful may make available Beta Offerings. You may, in your sole discretion, choose to use a Beta Offering. Laneful may discontinue a Beta Offering at any time, in its sole discretion, or decide not to make a Beta Offering generally available.
2.6 Artificial Intelligence Tools. Customer acknowledges that Laneful may use internally developed or operated artificial intelligence, machine learning, or automated tools (“AI”) as part of the Services for purposes such as traffic analysis, deliverability optimization, routing decisions, capacity management, monitoring, and service improvement. Such tools do not generate or author Customer email content and do not provide professional, legal, or regulatory advice.
2.7 Service Control. Laneful retains sole control over the operation, provision, maintenance, architecture, and management of the Services, including routing logic, capacity allocation, traffic management, and automated optimization. Customer is solely responsible for its use of the Services and for any results obtained from such use, including decisions or actions taken based on insights, alerts, or reports provided by the Services.
3.1 Fees. You agree to pay the fees set forth in the applicable Order Form(s).
3.2 Taxes and Third-Party Provider Charges
3.2.1 Taxes. All fees are exclusive of any applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including, without limitation, sales, use, value-added, consumption, communications, or withholding taxes (collectively, “Taxes”). You will pay all Taxes in connection with this Agreement, excluding any taxes based on Laneful’s net income, property, or employees. If you are required by applicable law to withhold any Taxes from payments owed to Laneful, you will reduce or eliminate such withheld Taxes upon receipt of the appropriate tax certificate or document provided by Laneful. You will provide Laneful with proof of payment of any withheld Taxes to the appropriate authority. Taxes will be shown as a separate line item on an invoice.
3.2.2 Third-Party Provider Charges. Certain Service configurations (including “Relay Lanes”) require you to maintain a separate account with, and pay fees directly to, a third-party email or SMTP provider. “Third-Party Provider Charges” means fees, costs, or charges imposed by third-party email, SMTP, or related service providers that Customer uses in connection with the Services (including Relay Lanes). ThirdParty Provider Charges are not Fees payable to Laneful, unless Laneful expressly agrees in writing to pay such amounts on Customer’s behalf, in which case Customer will reimburse Laneful for those amounts.
3.2.3 Exemption. If you are exempt from paying certain Taxes or Third-Party Provider Charges you will provide the necessary exemption information as requested by Laneful or a valid exemption certificate issued by the appropriate authority via e-mail to finance@joylabsventures.com. You will be exempt on a going-forward basis once Laneful has approved your exemption request. If the appropriate authority determines, at any time, that you are not exempt from paying any Taxes, you will promptly pay such Taxes to Laneful, plus any applicable interest or penalties.
3.3 Payment Terms. Except as otherwise expressly set forth herein, payment obligations are non-cancelable and fees, and Taxes (collectively, “Fees”), once paid, are non-refundable. All amounts payable to Laneful under this Agreement shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable law). Except as otherwise set forth in the applicable Order Form(s) and subject to Section 3.3.3 (Payment Disputes), You will pay the Fees due hereunder in accordance with the following applicable payment method:
3.3.1 Credit Card. If you elect to add funds to your account by credit card and use such funds to pay the Fees due, you are responsible for ensuring such funds cover such Fees. If your account does not have sufficient funds or your credit card declines a charge for the Fees due, Laneful may suspend the provision of the Services to all of your accounts until the Fees due are paid in full. You are prohibited from creating new accounts until the Fees due are paid in full.
3.3.2 Invoicing. If you elect to receive invoices and Laneful approves you for the same, then, except as otherwise set forth in the applicable Order Form(s), (a) invoices will be sent to you each month via email to the email address(es) you designate in your account and (b) you will pay the Fees due within thirty (30) days of the date of the invoice. Except as otherwise set forth in the applicable Order Form(s) or an invoice to the extent you procure the Services without any applicable Order Form(s), the Fees are payable in United States dollars. If you fail to pay the Fees when due, then Laneful may (i) assess and you will pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by law, (ii) suspend the provision of the Services to all of your accounts until the Fees due are paid in full, and (iii) you shall reimburse Laneful for all reasonable costs incurred in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees. You are prohibited from creating new accounts until the Fees due are paid in full.
3.3.3 Payment Disputes. You will notify Laneful in writing within sixty (60) days of the date Laneful bills you for any Fees that you wish to dispute. You may withhold the disputed Fees until the dispute is resolved. Where you are disputing any Fees, you must act reasonably and in good faith and will cooperate diligently with Laneful to resolve the dispute. Laneful will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute, unless you fail to cooperate diligently with Laneful or Laneful determines the dispute is not reasonable, not brought in good faith by you, or the dispute is not resolved within ninety (90) days.
3.4 Fulfillment Resale. If you are purchasing the Services through a third-party fulfillment reseller that is solely responsible for facilitating payments to Laneful for your use of the Services (“Fulfillment Reseller”), you will pay all fees due for your use of the Services directly to the Fulfillment Reseller in accordance with your agreement with the Fulfillment Reseller (“Fulfillment Agreement”). If you breach your payment obligations to the Fulfillment Reseller and fail to cure such breach within the time period specified in the Fulfillment Agreement, the Fulfillment Reseller or Laneful may suspend the provision of the Services to you upon written notice.
3.5 Audit Rights.
(a) Audit Procedure. Laneful or its nominee (including its accountants and auditors) may, in Laneful’s sole discretion, inspect and audit Customer's use of the Services under this Agreement at any time during the Term and for three years following the termination or earlier expiration of this Agreement. All audits will be conducted during regular business hours, and no more frequently than once in any 12-month period, in a manner that does not unreasonably interfere with Customer's business operations. Customer shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation and assistance, as may reasonably be requested by or on behalf of Laneful with respect to such audit. Laneful shall only examine information directly related to Customer's use of the Services.
(b) Cost and Results of Audit. If the audit determines that Customer's use of the Services exceeded the usage permitted by this Agreement by more than 5%, Customer shall pay to Laneful all amounts due for such excess use of the Services, plus interest on such amounts, as calculated pursuant to the applicable section of this Agreement. If the audit determines that such excess use equals or exceeds 10% of Customer's permitted level of use, Customer shall also pay to Laneful all reasonable costs incurred by Laneful in conducting the audit. Customer shall make all payments required under this section within 30 days of the date of written notification of the audit results. If no excess usage is found, Laneful shall reimburse Customer for any reasonable costs incurred by Customer in cooperating with the audit within 30 days of the date of written notification of the audit results.
4.1 Ownership Rights. As between the parties, Laneful exclusively owns and reserves all right, title, and interest in and to the Services, the Documentation, Laneful’s Confidential Information (as defined in Section 4.3.1 (Definition)), Laneful Data, as well as any feedback or suggestions you or your End Users provide regarding the Services, including all intellectual property rights therein. As between the parties, you exclusively own and reserve all right, title, and interest in and to the Customer Services, your Confidential Information, and Customer Data, subject to Laneful’s rights to process Customer Data in accordance with this Agreement and the Laneful Data Protection Addendum.
4.2 Customer Data. You hereby irrevocably grant Laneful and its Affiliates all such rights and permissions in or relating to Customer Data as are necessary or useful to provide the Services, enforce this Agreement, and exercise Laneful’s and its Affiliates’ rights hereunder, in a manner that is consistent with this Agreement and the Laneful Data Protection Addendum. You are responsible for the quality and integrity of Customer Data. Laneful may use Customer Data, in anonymized, de-identified, or aggregated form, to operate, maintain, secure, and improve the Services, including through the use of automated and AI-assisted systems, provided that such use does not identify Customer or End Users.
4.3 Confidentiality
4.3.1 Definition. “Confidential Information” means any non-public information or data, regardless of whether it is in tangible form, disclosed by either party (“Disclosing Party”) to the other party (“Receiving Party”) that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding the disclosure, including, without limitation, this Agreement, Order Form(s), Customer Data, security reports and attestations, audit reports, customer lists, pricing, concepts, processes, plans, designs and other strategies, trade secrets, “know how”, inventions, and financial, technical, or other business information and materials of Disclosing Party and its Affiliates, or third parties. Confidential Information does not include any information which: (a) was or becomes publicly available through no breach of this Agreement or fault of Receiving Party or its Representatives; (b) was properly known by Receiving Party or its Representatives, and to its knowledge, without any restriction, prior to disclosure by Disclosing Party; (c) was properly disclosed to Receiving Party or its Representatives, and to its knowledge, without any restriction, by another person without violation of Disclosing Party's rights; or (d) is independently developed by Receiving Party or its Representatives without use of or reference to the Confidential Information of Disclosing Party.
4.3.2 Use and Disclosure. Except as otherwise authorized under Section 4.3.3 (Compelled Disclosure), under the Laneful Data Protection Addendum, or by Disclosing Party in writing, Receiving Party will not (a) use any Confidential Information of Disclosing Party for any purpose outside of exercising Receiving Party’s rights or fulfilling its obligations under this Agreement and (b) disclose or make Confidential Information of Disclosing Party available to any third party, except to Receiving Party's Affiliates, and Receiving Party's and its Affiliates’ respective employees, legal counsel, accountants, contractors, and in Laneful’s case, subcontractors (collectively, “Representatives”) who have a “need to know” as necessary for Receiving Party to exercise its rights or fulfill its obligations under this Agreement. Receiving Party will be responsible and liable for its Representatives’ compliance with this Section 4.3. Representatives will be legally bound to protect Confidential Information of Disclosing Party under terms of confidentiality that are at least as protective as the terms of this Section 4.3. Receiving Party will protect the confidentiality of Confidential Information of Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information but in no event less than reasonable care. Notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this section with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives.
4.3.3 Compelled Disclosure. Receiving Party may disclose Confidential Information of Disclosing Party if so required pursuant to a request from a regulator or pursuant to regulation, law, subpoena, or court order (collectively, “Compelled Disclosures”), provided Receiving Party gives Disclosing Party written notice of a Compelled Disclosure to the extent (a) legally permitted and (b) where, when Laneful is Receiving Party, it determines that such Compelled Disclosure will not unduly interfere with an ongoing investigation into potential illegal activity. Receiving Party will provide reasonable cooperation to Disclosing Party in connection with a Compelled Disclosure at Disclosing Party’s sole expense. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this section, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's outside legal counsel, the Receiving Party is legally required to disclose and, on the Disclosing Party's request, shall use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that such Confidential Information will be afforded confidential treatment.
4.3.4 Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 4.3 and that, in the event of an actual or threatened breach of the provisions of this Section 4.3, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it.
4.4 Use of Marks. Neither party shall use the other party’s name, logos, trademarks, or service marks, or any description of the other party’s use of the Services, in any marketing, promotional, publicity, advertising, press release, or public announcement without the other party’s prior written consent in each instance. All permitted use shall be subject to the owning party’s then-current trademark usage guidelines.
5.1 Power and Authority Representation. Each party represents and warrants that it has validly accepted or entered into this Agreement and has the legal power to do so.
5.2 Anti-Corruption and International Trade Laws. Each party (a) warrants that it will comply with all applicable anti-corruption, anti-money laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders (collectively, “Anti-Corruption and Trade Laws”) in the jurisdictions that apply directly or indirectly to the Services, including, without limitation, the United States, and (b) represents that it has not made, offered, promised to make, or authorized any payment or anything of value in violation of Anti-Corruption and Trade Laws. You will promptly notify Laneful in writing of any actual or potential violation of Anti-Corruption and Trade Laws in connection with the use of the Services and take all appropriate steps to remedy or resolve such violations, including any steps requested by Laneful. If applicable, you represent that you have obtained, and warrant that you will continue to obtain, all licenses or other authorizations required to export, re-export, or transfer the Services. Each party represents that it (and in your case, also your End Users) is not on any government prohibited, denied, or unverified-party, sanctions, debarment, or exclusion list or export-controlled related restricted party list (collectively, “Sanctions Lists”). You will immediately (i) discontinue your use of the Services if you become placed on any Sanctions List and (ii) remove your End Users’ access to the Services if your End Users become placed on any Sanctions List. You represent that you have not, and warrant that you will not, export, re-export, or transfer the Services to an entity on any Sanctions List without prior authorization from the applicable governmental authority. Notwithstanding anything to the contrary in this Agreement, either party may terminate this Agreement immediately upon written notice to the other party if the other party is in breach of its obligations in this Section 5.2 and such breach is not cured within thirty (30) days after written notice of the breach. If your account is blocked because it is operating in a country or region prohibited under this Section 5.2, you will receive notice of your account being inoperable when you attempt to log into your account in such prohibited country or region.
5.3 Consents and Permissions. You represent and warrant that you have provided, and will continue to provide, adequate notices, and that you have obtained, and will continue to obtain, the necessary permissions and consents required to enable Laneful to process all Customer Data to provide the Services or as permitted by this Agreement and the Laneful Data Protection Addendum.
5.4 Services. Laneful represents and warrants that the paid Services will perform materially in accordance with the applicable Documentation for the Services, as it exists at the time of Customer’s purchase or renewal, in all material respects. Documentation is informational and may be updated from time to time; non-material discrepancies will not constitute a breach. Documentation updates will not retroactively apply to existing agreements.
(a) Deliverability. Laneful does not guarantee that emails sent using the Services will be delivered, routed to the inbox, or not filtered, delayed, throttled, or blocked. Delivery and placement decisions are controlled by mailbox providers, ISPs, and other third parties, and may depend on Customer’s content, list practices, authentication, and sender reputation. For clarity, any API or SMTP response indicating ‘accepted’ (or similar) means the message was accepted for processing/queuing, not that it was delivered to any recipient server or inbox.
5.5 DISCLAIMER. WITHOUT LIMITING A PARTY’S EXPRESS WARRANTIES AND OBLIGATIONS HEREUNDER, AND EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS,” AND NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE TO THE FULLEST EXTENT PERMITTED BY LAW. Laneful ADDITIONALLY DISCLAIMS ALL WARRANTIES RELATED TO THIRD-PARTY NETWORKS AND PROVIDERS (INCLUDING ISPs, AND THIRD-PARTY EMAIL/SMTP PROVIDERS). YOU ACKNOWLEDGE THAT THE INTERNET AND THIRD-PARTY NETWORKS ARE INHERENTLY INSECURE AND THAT Laneful WILL HAVE NO LIABILITY FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CUSTOMER DATA WHILE IN TRANSIT VIA THE INTERNET OR ANY THIRD-PARTY NETWORK OR PROVIDER. BETA OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. LANEFUL MAKES NO WARRANTIES AND WILL HAVE NO LIABILITY FOR ANY BETA OFFERINGS, CUSTOMER SERVICES, OR THIRD PARTY SERVICES WHATSOEVER. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT ANY INSIGHTS, RECOMMENDATIONS, ALERTS, OR AUTOMATED ACTIONS GENERATED BY THE SERVICES (INCLUDING THOSE INFORMED BY AUTOMATED OR AI-ASSISTED PROCESSES) ARE PROVIDED FOR INFORMATIONAL AND OPERATIONAL PURPOSES ONLY, AND CUSTOMER REMAINS SOLELY RESPONSIBLE FOR ITS USE OF THE SERVICES AND ANY ACTIONS TAKEN BASED ON SUCH INFORMATION. IN ADDITION, LANEFUL MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES 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.
5.6 Business Use; No Consumer Status. Customer represents and warrants that it is entering into this Agreement in the course of its trade, business, craft, or profession, and is not a consumer under any applicable consumer-protection law, including, without limitation, Argentina’s Ley de Defensa del Consumidor No. 24.240 and Colombia’s Estatuto del Consumidor (Law 1480/2011). Customer further represents and warrants that any individuals accessing or using the Services on Customer’s behalf are doing so solely for business purposes and not as consumers.
6.1 Indemnification by Laneful
6.1.1 Scope of Indemnification. Laneful will defend you, your Affiliates, and each of their directors, officers, and employees (collectively, “Customer Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Customer Indemnified Party by a third party alleging that Laneful’s provision of the Services infringes or misappropriates such third party’s intellectual property rights (“Laneful Indemnifiable Claim”). Laneful will indemnify you from any direct damages, attorneys’ fees, and costs awarded against a Customer Indemnified Party or for settlement amounts approved by Laneful for a Laneful Indemnifiable Claim, excluding fines, penalties, and any indirect consequential, or punitive damages.
6.1.2 Infringement Options. If Laneful’s provision of the Services has become, or in Laneful’s opinion is likely to become, the subject of any Laneful Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, Laneful may at its option and expense: (a) procure the right to continue to provide the Services as set forth herein; (b) modify the Services to make them non-infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement, or, if applicable, terminate the Services that are the subject of any Laneful Indemnifiable Claim for third-party intellectual property rights infringement or misappropriation, and refund you any unused pre-paid Fees for Services not yet rendered or delivered.
6.1.3 Limitations. Laneful will have no liability or obligation under this Section 6.1 with respect to any Laneful Indemnifiable Claim arising out of (a) your use of the Services in breach of this Agreement; (b) the combination, operation, or use of the Services with other applications, portions of applications, products, or services, including, without limitation, the Customer Services or Third Party Services, where the Services would not by themselves be infringing; (c) Services for which there is no charge or Beta Offerings; (d) Customer Data, including any Processing of Customer Data by or on behalf of Laneful in accordance with this Agreement; (e) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by or on behalf of you or any Authorized User, including Laneful’s compliance with any specifications or directions provided by or on behalf of you or any Authorized User to the extent prepared without any contribution by Laneful; (f) modification of the Services other than: (i) by or on behalf of Laneful; or (ii) with Laneful’s written approval in accordance with Laneful’s written specification; or (g) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of Laneful.
6.2 Indemnification by Customer. You will defend Laneful, its Affiliates, and each of their directors, officers, and employees (collectively, “Laneful Indemnified Parties”) from and against any claim, demand, suit, or proceeding made or brought against a Laneful Indemnified Party by a third party alleging or arising out of: (a) your or your End Users’ breach of Section 2.2 (Customer Responsibilities) or (b) any Customer Services infringing or misappropriating such third party’s intellectual property rights (collectively, “Customer Indemnifiable Claims”). You will indemnify Laneful from any fines, penalties, damages, attorneys’ fees, and costs awarded against a Laneful Indemnified Party or for settlement amounts that you approve for a Customer Indemnifiable Claim.
6.3 Conditions of Indemnification. As a condition of the foregoing indemnification obligations: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Customer Indemnifiable Claim or Laneful Indemnifiable Claim (individually or collectively referred to herein as a “Claim”)in writing; provided, however, that the failure to give prompt written notice will not relieve Indemnifying Party of its obligations hereunder, except to the extent that Indemnifying Party was actually and materially prejudiced by such failure; (b) Indemnifying Party will have the sole authority to defend or settle a Claim; and (c) Indemnified Party will reasonably cooperate with Indemnifying Party in connection with Indemnifying Party’s activities hereunder, at Indemnifying Party’s expense. Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. Notwithstanding anything herein to the contrary, Indemnifying Party will not settle any Claim for which it has an obligation to indemnify under this Section 6 admitting liability or fault on behalf of Indemnified Party, nor create any obligation on behalf of Indemnified Party without Indemnified Party’s prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
6.4 Exclusive Remedy. This Section 6 states Indemnifying Party’s sole liability to, and Indemnified Party’s exclusive remedy against, the other party for any third-party claims.
7.1 LIMITATION ON INDIRECT, CONSEQUENTIAL, AND RELATED DAMAGES. IN NO EVENT WILL LANEFUL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.2 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF LANEFUL ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED ONE THOUSAND DOLLARS (US $1,000).
8.1 Agreement Term. This Agreement will commence on the Effective Date and, unless terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect for an initial term set forth in the Order Form (“Initial Term”). After the Initial Term, the Agreement shall automatically renew for additional successive 1-year renewal terms (each, a “Renewal Term”), unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term, as applicable. The “Term” means the Initial Term and any Renewal Term, collectively.
8.2 Termination
8.2.1 For Convenience. Laneful may terminate this Agreement for convenience by providing Customer with at least thirty (30) days prior written notice. Notwithstanding the preceding sentence, if there are any Order Form(s) in effect, this Agreement will not terminate until all such Order Form(s) have expired or have been terminated in accordance with the terms therein. If Laneful terminates for convenience, any refund any prepaid Fees for the terminated Services covering the period after the effective termination date shall be at Laneful’s sole discretion. No refunds apply to termination by Customer for convenience.
8.2.2 Material Breach. Either party may terminate this Agreement (including all Order Form(s) and Services that are in effect) in the event the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) days of the date of written notice of such breach. For the avoidance of doubt, a breach of the Laneful Acceptable Use Policy will be considered a material breach of this Agreement. If Laneful terminates this Agreement because of your material breach, then Laneful will also close your accounts.
8.2.3 Insolvency. Subject to applicable law, either party may terminate this Agreement immediately by providing written notice in the event of the other party’s liquidation, commencement of dissolution proceedings, or any other proceeding relating to a receivership, failure to continue business, assignment for the benefit of creditors, or becoming the subject of bankruptcy.
8.3 Survival. Upon termination of this Agreement, the terms of this Section 8.3 and the terms of the following Sections will survive: Section 2.1(c) (regarding the Laneful Security Overview), Section 3 (Fees and Payment Terms), Section 4 (Ownership, Customer Data, and Confidentiality), Section 5.5 (Disclaimer), Section 6 (Mutual Indemnification), Section 7 (Limitation of Liability), Section 9 (General), and any applicable terms in Section 10 (Additional Terms). Additionally, any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
8.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
(a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
(b) Laneful shall immediately cease all use of any Customer Data or Customer's Confidential Information and (i) promptly return to Customer, or at Customer's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or Customer's Confidential Information; and (ii) permanently erase all Customer Data and Customer's Confidential Information from all systems Provider directly or indirectly controls;
(c) Customer shall immediately cease all use of any Services or Provider Materials and (i) promptly return to Provider, or at Provider's written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or Provider's Confidential Information; and (ii) permanently erase all Provider Materials and Provider's Confidential Information from all systems Customer directly or indirectly controls; and (iii) certify to Provider in a signed written instrument that it has complied with the requirements of this Section;
(d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information; and (ii) Provider may retain Customer Data, in the case of each of subclause (i) and (ii) in its then current state and solely to the extent and for so long as required by applicable Law; (iii) Provider may also retain Customer Data in its backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course; and (iv) all information and materials described in this Section will remain subject to all confidentiality, security, and other applicable requirements of this Agreement;
(e) Provider may disable all Customer and Authorized User access to the Provider Materials.
9.1.1 Affiliates of Customer. Your Affiliates may use the Services under and in accordance with the terms of this Agreement. You represent and warrant that you have sufficient rights and the authority to make this Agreement binding upon each of your Affiliates. You and each of your Affiliates will be jointly and severally liable for the acts and omissions of such Affiliate in connection with this Agreement and such Affiliate’s use of the Services. Only you will bring any claim against Laneful on behalf of your Affiliates.
9.1.2 Affiliates of Laneful. An Affiliate of Laneful may provide the Services, or a portion thereof, to you or your Affiliates, as applicable, in accordance with this Agreement and any applicable Order Form(s) with such Affiliate of Laneful. Laneful will (a) be responsible for the Services its Affiliates provide to the extent that such Services are within its knowledge or control and (b) not be relieved of its obligations under this Agreement if its Affiliates provide the Services or a portion thereof. Laneful will enforce the terms of this Agreement relating to the Services its Affiliates provide. Notwithstanding anything to the contrary in this Agreement, an Affiliate of Laneful may directly bill you or your Affiliates, as applicable, (i) for the Services it provides or (ii) solely as a billing agent for Laneful or the Affiliate of Laneful providing the Services, as applicable.
9.2 Assignment. Laneful may assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, without the Customer’s consent, to (a) a successor to all or part of its assets or business or (b) an Affiliate. The Customer may not assign or otherwise transfer this Agreement or any applicable Order Form(s), in whole or in part, whether by operation of law or otherwise, without Laneful’s prior written consent (not to be unreasonably withheld or delayed). Any attempted assignment or transfer by the Customer in violation hereof will be void. Subject to the foregoing, this Agreement and any applicable Order Form(s) will be binding on the parties and their respective successors and permitted assigns.
9.3 Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities, damages, or debts of any type whatsoever that may arise on account of its activities, or those of its employees and agents, in the performance of this Agreement. Neither party has the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
9.4 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party (including your End Users or an Affiliate).
9.5 Notices. Notices to Laneful will be provided via email to legal@joylabsventures.com. All notices to you will be provided via email to the relevant contact(s) you designate in your account. All notices, communications, and this Agreement may be provided in the English language, and Customer waives any right to receive notices, communications, or any version of this Agreement in any other language.
9.6 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in California, and the parties consent to personal jurisdiction and venue therein.
9.7 Dispute Resolution. In the event of any dispute, claim, or controversy in connection with this Agreement (other than (i) claims for infringement, misappropriation, or violation of a party’s intellectual property rights, and (ii) requests for temporary, preliminary, or injunctive relief to prevent or stop actual or threatened misuse of the Services, breach of Section 4.3 (Confidentiality), or unauthorized access to Customer Data) (collectively, “Disputes”), each party’s senior representatives will, in good faith, attempt to resolve a Dispute. If the parties are unable to resolve a Dispute within thirty (30) days or within such other time period as the parties may agree in writing, then the Dispute will be resolved through binding arbitration administered by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) pursuant to its Comprehensive Arbitration Rules and Procedures, or, if applicable under the JAMS thresholds, the JAMS Streamlined Arbitration Rules and Procedures. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties. The arbitrator will have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Section 9.7, including any claim that all or any part of this Section 9.7 is void or voidable, except that a court of competent jurisdiction may decide whether a claim falls within the subject matter exceptions set forth in this Section 9.7.The arbitration will be conducted in the English language in (a) San Francisco, California. The arbitrator may decide motions on written submissions, as permitted by the applicable JAMS rules. The parties will share equally the fees and expenses of the arbitrator and JAMS administrative fees in the first instance, provided, however, that the arbitrator shall award to the prevailing party its reasonable arbitration costs and fees (including arbitrator fees and administrative fees), and may award attorneys’ fees to the extent authorized by applicable law. Each party will otherwise bear its own attorneys’ fees and internal costs. The arbitrator may award any relief that would be available in a court of competent jurisdiction, except that the arbitrator may not award punitive or exemplary damages and must enforce the limitation of liability, exclusions of damages, and remedies limitation set forth in Section 7. Judgment on the award rendered by the arbitrator may be entered into any court of competent jurisdiction. Any arbitration proceedings, and the award, will be treated as Confidential Information under Section 4.3, except to the extent disclosure is required to enforce an award or as required by law. The arbitration will be conducted only on an individual basis, and not in a class, collective, consolidated, or representative action; the arbitrator may not consolidate claims of more than one party without the written consent of all parties. To the maximum extent permitted by applicable law, the parties waive any right to invoke any local consumer-protection forum, venue, or substantive law, and the choice of California law set forth in Section 9.6 and JAMS arbitration in San Francisco, California set forth in this Section 9.7 shall govern notwithstanding Customer’s location, place of incorporation, or place of use of the Services.
9.8 Force Majeure. No failure, delay, or default in performance of any obligation of a party (other than payment obligations) will constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay, or default arises out of a cause, existing or future, that is beyond the control and without negligence or willful misconduct of such party, including without limitation: action or inaction of governmental, civil or military authority; changes in the law or regulation; fire; strike; lockout, or other labor dispute; flood; terrorist act; war; riot; theft; earthquake; epidemic, pandemic, or public health emergency; failure or interruption of utilities, internet service providers, data centers, cloud service providers, or other third-party infrastructure or services; cyberattacks or security incidents not caused by either party; supply-chain disruptions; or other natural disasters (collectively, “Force Majeure Events”). The party affected by a Force Majeure Event will use commercially reasonable efforts to mitigate the effects of a Force Majeure Event and resume performance as soon as reasonably practicable. During the continuation of a Force Majeure Event, Laneful may suspend performance of the affected Services without liability, and such suspension will not constitute a breach of this Agreement or any service level commitment. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form(s) upon written notice, and Customer will remain responsible for all Fees accrued through the effective date of termination.
9.9 Waiver and Order of Precedence. No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (1) the applicable Order Form(s), (2) the Laneful Data Protection Addendum, (3) the terms set forth in the body of this Laneful Terms of Service, (4) the Laneful Acceptable Use Policy, (5) any other terms incorporated by reference herein, and (6) the applicable Documentation.
9.10 Severability. In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
9.11 Entire Agreement. These Terms, including all terms hyperlinked to herein, and the applicable Order Form, will constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Laneful, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement. The parties agree that any term or condition stated in your vendor registration form or registration portal or in any purchase order document or similar document will be construed solely as evidence of your internal business processes and the terms and conditions contained therein will be void and have no effect with regard to this Agreement, even if accepted by Laneful or executed by the parties after the Effective Date.
9.12 Governing Language. This Agreement is executed and entered into in the English language. If this Agreement, or any notice, Order Form, addendum, policy, or other document referenced herein, is translated into any other language for convenience, the English-language version shall control and prevail in the event of any conflict, ambiguity, or inconsistency between the English-language version and any translation.