Terms of Service

(last updated December 4th, 2024)

These Terms of Service (this “Agreement”) are entered into by and between Lace Software, Inc., a Delaware corporation (“Lace”), and the entity or person accessing or using the Lace Platform (“Customer” or “you”).  This Agreement consists of the terms and conditions set forth below and any Order Forms that reference this Agreement.  If you are accessing or using the Lace Platform on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

Please note that Lace may modify the terms and conditions of this Agreement in accordance with Section 10.3 (Amendment; Waiver).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE LACE PLATFORM, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT.  IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE LACE PLATFORM.  FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

  1. Definitions

1.1. The following terms, when used in this Agreement will have the following meanings:

“Affiliates” means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists.  For the purposes of this definition, “Control” means beneficial ownership of 50% or more of the voting power or equity in an entity.

“Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure.  However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means the data, content and other material transmitted by you (including that of your end users) through the use of or access to the Lace Platform, including any call recordings or transcript data processed by Lace in connection with the Lace Platform.

“Documentation” means the printed and digital instructions, on-line help files, technical documentation and user manuals made available by Lace for the Lace Platform.

“Lace Platform” means Lace’s AI-powered automation software platform designed to support revenue, marketing, and coaching, as more fully described on the Order Form, and including any subsequent enhancements, updates and bug fixes to the foregoing made generally available by Lace.

“Order Form” means any Lace online sign-up, order form, statement of work, service addendum, or other sign-up flow that references this Agreement and is hereby incorporated by reference.

“Sensitive Data” means data or information considered to be sensitive or otherwise subject to specific protections under applicable laws beyond any requirements that apply to “personal information” or “personal data” generally, such as for illustrative purposes, information that is regulated by the Health Information Portability and Accountability Act, the Payment Card Industry Data Security, the Gramm-Leach-Bliley Act, and other U.S. federal, state or foreign laws applying specific security standards.

“Subscription Term” means the period during which Customer is entitled to use the Lace Platform as outlined in the applicable Order Form.

  1. Lace Platform

2.1 Provision of Lace Platform. Subject to the terms and conditions of this Agreement, Lace will make the Lace Platform available to Customer pursuant to this Agreement and the applicable Order Form, and hereby grants Customer a non-exclusive right to access and use the Lace Platform for its internal business purposes.

2.2 Data Security. Lace will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer Data; (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data.

2.3 Customer Responsibilities. Customer will (i) be responsible for all use of the Lace Platform under its account, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Lace Platform and notify Lace promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Lace Platform, and (iii) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Lace Platform, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Lace will have no liability for such failure (including under any service level agreement). Customer warrants that it has all rights necessary to provide any information, data, or other materials that it provides hereunder, and Customer hereby grants Lace a worldwide, limited-term license to utilize Customer Data as necessary for Lace to access and use Customer Data to provide the Lace Platform in accordance with this Agreement and each Order Form executed hereunder.

2.4 Affiliates. Any Affiliate of Customer will have the right to enter into an Order Form executed by such Affiliate and Lace and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to Customer in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of Customer entity that executes such Order Form, and no other Customer entity has any liability or obligation under such Order Form.

2.5 Changes to Lace Platform. Lace may issue new releases for the Lace Platform during the Subscription Term which may include updates, enhancements, or other modifications. General bug fixes and updates will be included in the Fees set out in the Order Form. For changes to the Lace Platform that include materially different or improved features or functionality, Lace reserves the right to charge additional fees for access to such new features or functionality.

2.6 Free Access Subscriptions.  Lace may provide Customer with access to the Lace Platform for free or on a pilot basis (a “Free Access Subscription”).  Lace makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms.  Lace may terminate Customer’s right to use any Free Access Subscriptions at any time in Lace’s sole discretion without liability; provided that Lace will use commercially reasonable efforts to provide Customer fifteen (15) days’ written notice (email to suffice) if Lace elects to institute a fee for Customer’s access to the Lace Platform or terminate Customer’s Free Access Subscription without cause.  Free Access Subscriptions are provided “AS-IS” without representations, express or implied warranty, or indemnities.

  1. Fees

3.1 Fees.  Customer will pay Lace all fees as outlined in the applicable Order Form (“Fees”).  Except as expressly set forth herein, all payment obligations are non-cancelable, and Fees paid are non-refundable.

3.2 Payment Terms. Except as otherwise outlined in the applicable Order Form, all Fees will be billed monthly in advance. All invoices for Fees are due and payable within the time frame and in United States Dollars outlined in the applicable Order Form, without deduction or setoff. Interest accrues from the due date at the higher of 1.5% per month or the highest rate allowed by law. Customer is responsible for providing complete and accurate billing and contact information to Lace and notifying Lace of any changes to such information. To facilitate payments, whether via bank account, credit card, or debit card, Lace uses a third-party payment processor. Customer hereby authorizes Lace or its third party payment processor to bill Customer’s payment instrument for all fees and interest due hereunder in accordance with the payment terms outlined in the applicable Order Form. If Customer fails to pay any undisputed portion of a past due invoice within ten (10) business days after receiving notice that its account is overdue, Lace may, without limiting its other rights and remedies, suspend access to or use of the Lace Platform until such amounts are paid in full. Lace will not be obligated to continue to provide Customer with access or use of the Lace Platform in the event of any non-payment of applicable Fees.

3.3 Taxes.  All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”).  Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Lace.  Customer will not withhold any Taxes from any amounts due to Lace.

  1. Proprietary Rights

4.1 Ownership by Customer.  As between the parties, Customer owns all right, title and interest to all Customer Data and Customer’s Confidential Information.  In addition, as between the parties, Customer (a) retains ownership of any input that it provides to the Lace Platform (“Input”) and (b) owns any output generated by the Lace Platform on behalf of Customer based on the Input (“Output”).  To the extent any rights in Output automatically vest in Lace, Lace assigns to Customer all of Lace’s right, title and interest to the Output (if any), as permitted by applicable laws.  Customer agrees and acknowledges that due to the nature of machine learning and AI technologies, the Output may not be unique to Customer.  Nothing herein shall restrict Lace or the Lace Platform from generating or providing the same or similar output to a third party as long as Lace does not use Customer’s Input to do so.

4.2 Ownership by Lace.  As between the parties, Lace exclusively owns all right, title and interest in and to the Lace Platform, System Data and Lace’s Confidential Information.  “System Data” means data collected by Lace regarding the Lace Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Lace Platform (but excluding any identifiable Customer Data).

4.3 Feedback.  Customer may from time to time provide Lace suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Lace Platform.  Lace will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality.  Lace will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

4.4 Product Improvement & Usage Information. Customer further agrees that Lace has the right to aggregate, collect and analyze information relating to the use or performance of the Lace Platform and shall be free (during and after the term hereof) to (i) use such data and other information, and Customer Data, to improve Lace’s products and services, including training Lace’s AI or machine learning models, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual. Customer may opt-out of having its Customer Data used for product improvement purposes by emailing privacy@lace.ai. Such opt-out shall apply on a go-forward basis following acknowledgment by Lace.

  1. Confidentiality; Restrictions

5.1 Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, 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. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

5.2 Technology Restrictions.  Customer will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Lace Platform; (b) attempt to probe, scan or test the vulnerability of the Lace Platform, breach the security or authentication measures of the Lace Platform without proper authorization or wilfully render any part of the Lace Platform unusable; (c) use or access the Lace Platform to develop a product or service that is competitive with Lace’s products or services, or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Lace Platform or otherwise offer the Lace Platform on a standalone basis; (e) provide or upload any Sensitive Data to the Lace Platform; or (f) otherwise use the Lace Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form (collectively, the “License Restrictions”).

  1. Warranties and Disclaimers

6.1 Lace. Lace warrants that it will, consistent with prevailing industry standards, provide the Lace Platform in a professional and workmanlike manner and the Lace Platform will conform in all material respects with the Documentation. For material breach of the foregoing express warranty, Customer’s exclusive remedy shall be the re-performance of the deficient Lace Platform or, if Lace cannot re-perform such deficient Lace Platform as warranted within thirty (30) days after receipt of written notice of the warranty breach, Customer shall be entitled to terminate the applicable Order Form and recover a pro-rata portion of the prepaid subscription fees corresponding to the terminated portion of the applicable subscription term.

6.2 Customer. Customer represents, warrants and covenants that: (a) it has and will provide all disclosures to individuals and obtain all necessary rights, releases, and consents to allow the Lace Platform to be use and process Customer Data as contemplated by this Agreement; (b) it will use the Lace Platform in compliance will all applicable laws and regulations (including those relating to privacy, recording of conversations and wiretapping).

6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LACE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT THE LACE PLATFORM IS INTENDED TO AUGMENT THE EFFICIENCY OF, BUT NOT REPLACE, CUSTOMER’S EXISTING SYSTEMS AND PROCESSES. LACE DOES NOT REPRESENT OR WARRANT THAT THE LACE PLATFORM WILL BE ERROR-FREE OR THAT THE FOREGOING WILL MEET ANY OF CUSTOMER’S REQUIREMENTS.

  1. Indemnification

7.1 Customer agrees to defend, indemnify, and hold harmless Lace from and against any claims, actions or demands, including, without limitation, all related liabilities, damages, costs, expenses, and reasonable legal and accounting fees, arising or resulting from Customer’s breach of the Agreement, Customer Data or Customer’s access to, use or misuse of the Lace Platform. Lace shall provide notice to Customer of any such claim, suit, or proceeding. Lace reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, Customer agrees to cooperate with any reasonable requests assisting Lace’s defense of such matter.

  1. Limitation of Liability

EXCEPT FOR A BREACH OF SECTION 5 (CONFIDENTIALITY; RESTRICTIONS), UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL EITHER PARTY BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LACE BE LIABLE FOR ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

  1. Termination

9.1 Term. The term of this Agreement will begin when Customer first signs up for the Lace Platform and will continue until terminated as set forth below. The initial term of each Order Form will begin on the subscription start date identified in such Order Form and will continue for the subscription term set forth therein. Except as set forth in such Order Form, the term of such Order Form will automatically renew for successive renewal terms equal to the length of the initial term of such Order Form, unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.2 Termination. Each party may terminate this Agreement upon written notice to the other party if there are no Order Forms then in effect. Each party may also terminate this Agreement or the applicable Order Form upon written notice in the event (a) the other party commits any material breach of this Agreement or the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice of such breach or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party become the subject of bankruptcy or similar proceeding that is not dismissed within sixty (60) days.

9.3 Suspension by Lace. In the event of Customer’s breach of this Agreement, including without limitation for non-payment or violations of the License Restrictions, Lace may, in its reasonable discretion, suspend Customer’s access to or use of the Lace Platform. Notwithstanding the foregoing, Lace will use good-faith, reasonable efforts, unless the circumstances dictate otherwise, to reasonably notify Customer via email before taking the foregoing actions.

9.4 Free Access Subscriptions. If Customer is accessing the Lace Platform via a Free Access Subscription and has not otherwise agreed to purchase any other support or services, each party may terminate this Agreement upon written notice to the other party.

9.5 Effect of Termination. Upon the termination of this Agreement for any reason: (a) all outstanding Order Forms and access to the Lace Platform will automatically terminate; (b) Customer will immediately cease access and use of the Lace Platform; (c) all outstanding payment obligations of Customer will become due and payable immediately. Except where an exclusive remedy is provided herein, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

9.6 Survival. Upon expiration or termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such expiration or termination will survive, including Sections 1 (Definitions), 3 (Fees), 4 (Proprietary Rights), 5 (Confidentiality; Restrictions), 6.2 (Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 9.5 (Effect of Termination), 9.6 (Survival) and 10 (General). Upon expiration or termination of this Agreement, each party will return or destroy, at the other party’s option, any Confidential Information of such party in the other party’s possession or control.

  1. General

10. 1 Publicity. Customer agrees that Lace may refer to Customer’s name and trademarks in Lace’s marketing materials and website; however, Lace will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without Customer’s prior written consent (which may be by email).

10.2 Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.

10.3 Amendment; Waiver. Lace reserves the right in its sole discretion and at any time and for any reason to modify this Agreement. Any modifications to this Agreement shall become effective upon Customer’s next subscription renewal, unless such changes are required to comply with legal or regulatory obligations. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.

10.4 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

10.5 Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.

10.6 Governing Law. This Agreement will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

10.7 Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the parties must be sent to the respective address set forth in the signature blocks below, or such other address designated pursuant to this Section.

10.8 Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.

10.9 U.S. Government Terms. If Customer is a branch, agency, or instrumentality of the United States Government, the following provision applies: The Lace Platform and Documentation comprise “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and are provided to the Government (a) for acquisition by or on behalf of civilian agencies, consistent with the policy in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies in 48 C.F.R. 227.7202-1 and 22.7202-3.

10.10 Entire Agreement. This Agreement comprises the entire agreement between Customer and Lace with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by Lace, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.

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