LAISKE LLC
MASTER TERMS OF SERVICE
Effective Date: July 15, 2026
THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND, TO THE EXTENT APPLICABLE, THE SOUTH CAROLINA UNIFORM ARBITRATION ACT. BY ACCEPTING THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. PLEASE REVIEW SECTION 81 AND CONSUMER SALES SUPPLEMENT SECTION 33 CAREFULLY. |
IMPORTANT BUSINESS AND CONSUMER NOTICE
Laiske offers certain products and Services to businesses and may also offer designated products and Services to individual consumers. Consumer transactions are subject to the Consumer Sales Supplement.
By accepting these Terms on behalf of a company or other organization, you represent that you have authority to bind that organization. Individuals purchasing primarily for personal, family, or household purposes are Consumers and receive the protections stated in the Consumer Sales Supplement and applicable law.
These Terms contain limitations of liability, warranty disclaimers, indemnification obligations, restrictions on use, automatic renewal provisions where applicable, and binding dispute-resolution requirements.
1. Agreement and acceptance
These Master Terms of Service, referred to as the “Terms,” form a legally binding agreement between Laiske LLC, a South Carolina limited liability company, referred to as “Laiske,” “we,” “us,” or “our,” and the person or organization accepting these Terms, referred to as “Client,” “you,” or “your.”
These Terms govern:
• Your access to and use of laiske.com and any related Laiske website, portal, application, dashboard, scheduling page, communication channel, or digital property
• Consulting, implementation, configuration, development, integration, automation, artificial intelligence, data, analytics, training, support, subscription, and managed services provided by Laiske
• Any proposal, estimate, order form, statement of work, subscription, invoice, or other transaction that references or incorporates these Terms; and
• Any Deliverables, documentation, systems, configurations, software, materials, or work product provided by Laiske.
• You accept these Terms by:
• Clicking an acceptance box or button
• Signing or electronically accepting a proposal, statement of work, order form, or other agreement
• Creating or using an account
• Requesting or authorizing Laiske to begin Services
• Paying a deposit or invoice
• Accessing or using paid Services or Deliverables; or
• Continuing to use the website or Services after being presented with these Terms.
• If an individual accepts these Terms on behalf of an organization, that individual represents and warrants that the individual has authority to bind the organization. If the individual lacks such authority, the individual accepts personal responsibility for obligations arising from the unauthorized acceptance.
2. Business and consumer customers
Laiske may provide Services, digital products, subscriptions, and physical products to both business customers and individual consumers.
A “Business Customer” is a person or organization acquiring the applicable product or Service primarily for commercial, business, institutional, governmental, nonprofit, professional, resale, or occupational purposes.
A “Consumer” is an individual acquiring the applicable product or Service primarily for personal, family, or household purposes.
Unless the applicable transaction clearly indicates otherwise:
• An organization, business entity, governmental entity, nonprofit organization, or person using a business name, business email address, tax-exemption certificate, resale certificate, purchase order, employer payment method, or business billing information will be treated as a Business Customer.
• An individual purchasing primarily for personal, family, or household purposes will be treated as a Consumer.
• The business-specific provisions of these Terms apply to Business Customers.
• The Consumer Sales Supplement applies to Consumers and controls over inconsistent provisions of these Terms.
• Mandatory consumer rights provided by applicable law are not waived, restricted, or excluded by these Terms.
• A person may not falsely characterize a business transaction as a consumer transaction to obtain consumer protections or pricing.
• Laiske may require reasonable information to determine whether a transaction is commercial or consumer in nature.
• The Services are not intended for anyone under eighteen years old. A parent or legal guardian who permits a minor to access a product or Service is responsible for the minor’s activity to the extent permitted by law.
3. Definitions
For purposes of these Terms:
“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Authorized User” means an employee, contractor, representative, or other individual permitted by Client to access the Services.
“Client Data” means data, files, records, information, prompts, instructions, credentials, documents, content, personal information, databases, images, designs, business rules, or other materials supplied or made available by Client.
“Client Materials” means Client Data and any trademarks, copyrighted works, specifications, policies, processes, documentation, software, systems, or other materials supplied by Client.
“Confidential Information” means nonpublic information disclosed by one party to the other that is identified as confidential or that reasonably should be understood as confidential.
“Deliverables” means work product expressly identified as a deliverable in an applicable Statement of Work.
“Documentation” means manuals, instructions, specifications, training materials, and technical documentation made available by Laiske.
“Fees” means all fees, charges, expenses, taxes, interest, and other amounts payable by Client.
“Laiske Materials” means all technology, software, source code, object code, tools, templates, methods, models, prompts, workflows, automations, libraries, connectors, configurations, schemas, processes, documentation, designs, know-how, inventions, concepts, techniques, and other materials owned, licensed, developed, or acquired by Laiske independently of a specific Deliverable.
“Order Form” means a document describing purchased Services, subscription terms, Fees, usage limits, or other commercial terms.
“Services” means the website and all consulting, implementation, development, automation, artificial intelligence, integration, data, analytics, support, hosting, subscription, and related services provided by Laiske.
“Statement of Work” or “SOW” means a proposal, project agreement, engagement letter, work order, or similar document describing specific Services or Deliverables.
“Third-Party Services” means products, services, software, systems, platforms, infrastructure, models, APIs, data, or content supplied by a third party.
4. Contract documents and order of precedence
The parties may enter into one or more SOWs or Order Forms.
Unless a document expressly states otherwise, the following order of precedence applies in the event of a direct conflict:
• A separately signed master services agreement
• A data processing agreement, but only for matters concerning processing of personal data
• The applicable SOW or Order Form
• The Consumer Sales Supplement, for Consumer transactions
• These Terms
• Any applicable Return and Refund Policy, Shipping and Delivery Policy, Consumer Limited Warranty, or Subscription and Automatic Renewal Terms, but only for the transaction to which that document applies
• Laiske Documentation; and
• Other materials incorporated by reference.
A provision in an SOW overrides these Terms only when the SOW expressly identifies the provision being modified or clearly demonstrates an intent to override it.
For a Consumer transaction, mandatory consumer law and the Consumer Sales Supplement control over any inconsistent business-specific provision.
Separate SOWs are independent engagements unless expressly consolidated.
5. Rejection of Client purchasing terms
This Section applies only to Business Customers.
Any purchase order, procurement portal, vendor onboarding form, security questionnaire, supplier code, click-through agreement, invoice instruction, email disclaimer, or similar Client document is accepted solely for administrative convenience.
No Client document will amend these Terms or impose additional obligations on Laiske unless an authorized representative of Laiske expressly agrees to the modification in a writing that specifically identifies the changed provision.
Performance, silence, access to a Client system, invoice submission, or acceptance of payment does not constitute acceptance of Client purchasing terms.
Any conflicting or additional terms proposed by Client are rejected.
6. Services
Laiske may provide Services including:
• Artificial intelligence strategy
• Artificial intelligence assistants, agents, and workflow tools
• Business process analysis
• Operational consulting
• Workflow automation
• Odoo ERP consulting, implementation, configuration, customization, migration, and support
• Software integrations
• Data synchronization and transformation
• Dashboards, reporting, and business intelligence
• Custom software development
• System architecture
• Technical and operational assessments
• Training and documentation
• Change-management assistance
• Hosting, support, maintenance, and managed services; and
• Related technology and business services.
• Laiske has no obligation to accept any project, continue preliminary discussions, provide a proposal, reserve resources, or begin work until the applicable engagement has been accepted.
Laiske does not guarantee that all requested functionality is technically, commercially, legally, or operationally feasible.
7. No exclusivity
Unless expressly agreed in a signed SOW:
• The relationship is nonexclusive
• Laiske may provide similar services to other clients, including Client’s competitors
• Laiske may develop similar concepts, systems, processes, or functionality independently
• Client may retain other providers; and
• No territory, industry, customer, product, or opportunity is reserved for Client.
• Laiske will not use Client’s Confidential Information when serving another client.
8. Proposals, estimates, and preliminary discussions
Strategy calls, demonstrations, assessments, proposals, budgets, forecasts, examples, mockups, project plans, and preliminary recommendations are informational unless incorporated into an accepted SOW.
Unless expressly identified as binding:
• Estimates are not fixed-price commitments
• Timelines are targets rather than guarantees
• Demonstrations may use prototypes or simulated functionality
• Recommendations may change following discovery
• Preliminary technical statements are not final specifications
• Pricing may change before acceptance; and
• Proposals expire thirty days after issuance unless another period is stated.
• No professional-services relationship is created merely by scheduling a call, submitting a form, receiving a proposal, or discussing a potential project.
9. Statements of Work
Each SOW may identify:
• Scope
• Deliverables
• Assumptions
• Dependencies
• Client responsibilities
• Project phases
• Estimated dates
• Acceptance criteria
• Fees
• Payment milestones
• Usage limits
• Third-Party Services
• Support terms; and
• Additional requirements.
• Anything not expressly included is excluded from scope.
Silence concerning a task, feature, integration, report, migration, configuration, compliance requirement, or deliverable does not mean it is included.
10. Authorized representatives
Client must designate one or more representatives authorized to:
• Provide instructions
• Approve decisions
• Approve designs and configurations
• Request changes
• Accept Deliverables
• Authorize expenses
• Schedule work
• Provide access; and
• Otherwise act for Client.
• Laiske may rely on instructions and approvals from a person who reasonably appears authorized based on role, prior conduct, email domain, account access, or Client representations.
Laiske is not required to independently verify each instruction.
Client is responsible for resolving conflicting instructions among its personnel.
Instructions from an Authorized User bind Client even when the Authorized User exceeds Client’s internal authority, unless Laiske had actual knowledge of the limitation before acting.
11. Client responsibilities
Client will:
• Provide accurate, complete, current, and timely information
• Provide reasonable access to personnel, systems, data, facilities, accounts, and documentation
• Maintain valid software licenses and subscriptions
• Secure required internal approvals
• Make qualified personnel available
• Make timely decisions
• Review and test Deliverables
• Maintain backups
• Protect credentials
• Obtain required rights, permissions, and consents
• Identify applicable laws and industry requirements
• Provide accurate business, accounting, tax, security, and compliance rules
• Promptly disclose known risks, defects, outages, and limitations
• Follow Documentation and reasonable instructions
• Maintain an appropriate production environment
• Maintain business-continuity and disaster-recovery procedures; and
• Cooperate in good faith.
• Client is responsible for the acts and omissions of its employees, contractors, Affiliates, Authorized Users, customers, and representatives.
12. Client delays and dependencies
Laiske is not responsible for a delay, error, cost increase, defect, or failure caused by:
• Delayed Client decisions
• Inaccurate or incomplete information
• Unavailable Client personnel
• Failure to provide access
• Changed requirements
• Failure to obtain licenses
• Third-Party Services
• Client system limitations
• Client security controls
• Client-requested sequencing
• Client vendors
• Unforeseen conditions in Client’s environment; or
• Other dependencies outside Laiske’s reasonable control.
• When a dependency is delayed:
• Project dates may be extended
• Assigned personnel may be reassigned
• Resumption may depend on availability
• Laiske may invoice scheduled milestones
• Laiske may charge for idle, repeated, or remobilization work; and
• Laiske may require a revised SOW.
• A delay by Client does not extend a subscription or payment date unless Laiske agrees in writing.
13. Project pauses and remobilization
Laiske may place an engagement on hold when Client:
• Fails to provide required information or access
• Fails to make a required decision
• Fails to pay an invoice
• Changes key requirements
• Creates a security or compliance risk; or
• Otherwise prevents reasonable progress.
• When a project remains inactive for more than ten business days, Laiske may:
Reassign personnel;
Revise the schedule;
Reassess scope and assumptions;
Charge a reasonable restart or remobilization fee;
Apply current rates to remaining work; or
Terminate the affected SOW.
14. Change control
Changes to scope, assumptions, sequencing, functionality, integrations, data, testing, documentation, environments, or deadlines may require a change order.
Laiske may treat a request as a change when it:
• Adds work
• Repeats previously completed work
• Changes an approved decision
• Requires reconfiguration
• Changes third-party technology
• Changes project dependencies
• Requires additional meetings, training, testing, or documentation
• Results from inaccurate Client information; or
• Was not reasonably included in the original scope.
• A change may affect Fees, schedule, resources, architecture, and risk.
Laiske is not obligated to begin changed work before written approval.
Approval through email, project-management software, messaging platforms, meeting notes, or another recorded communication is sufficient when provided by an Authorized User.
15. Third-Party Services
The Services may depend on Third-Party Services, including:
• Odoo
• Cloud-hosting providers
• Artificial intelligence model providers
• Payment processors
• Communications providers
• Data providers
• Integration platforms
• Analytics services
• Email and messaging providers
• Authentication providers; and
• Other software vendors.
• Client acknowledges that Third-Party Services are outside Laiske’s control.
Unless expressly stated otherwise:
• Client is responsible for acquiring and maintaining third-party accounts and licenses
• Third-party fees are separate from Laiske’s Fees
• Third-party terms and privacy practices apply
• Laiske is not a reseller, guarantor, agent, or insurer of a third party
• Laiske is not responsible for third-party outages, defects, acts, omissions, security incidents, pricing, data practices, feature changes, discontinuation, or legal compliance
• Third-party service levels are not Laiske service levels
• Laiske does not guarantee continuing compatibility
• Changes required by a third party are outside the original scope unless expressly included; and
• Client remains responsible for evaluating the suitability of each Third-Party Service.
• Laiske may replace a Third-Party Service with a reasonably comparable alternative when necessary.
Laiske may suspend affected functionality if a third party suspends access, changes its terms, increases risk, or discontinues required functionality.
16. Odoo and ERP-specific terms
Client acknowledges that ERP implementation requires business decisions concerning accounting, taxation, inventory, logistics, pricing, security, access, workflow, customer data, and operational controls.
Client is solely responsible for:
• Approving its chart of accounts
• Accounting policies
• Tax configurations
• Fiscal positions
• Revenue-recognition rules
• Inventory valuation
• Financial reporting
• User permissions
• Segregation of duties
• Regulatory reporting
• Data retention
• Business approvals; and
• Final production use.
• Laiske is not a certified public accounting firm, tax adviser, auditor, bank, payment institution, or law firm.
ERP configurations, reports, journal entries, calculations, forecasts, dashboards, and automation rules must be reviewed by Client’s qualified financial, tax, legal, and operational professionals.
Client is responsible for reconciling migrated information against source systems and financial records.
No migration can be assumed to preserve every historical field, relationship, attachment, audit trail, customization, or third-party dependency unless expressly included.
17. Artificial intelligence Services
Laiske may use or provide artificial intelligence, machine learning, generative models, automated analysis, agents, assistants, or decision-support tools.
Client acknowledges that artificial intelligence systems are probabilistic and may produce:
• Inaccurate information
• Fabricated information
• Incomplete information
• Outdated information
• Biased or inappropriate information
• Inconsistent results
• Nonexclusive results
• Results similar to third-party content
• Results that infringe or allegedly infringe third-party rights
• Unexpected actions
• Incorrect classifications
• Incorrect calculations; or
• Results unsuitable for Client’s intended purpose.
• Artificial intelligence output is not guaranteed to be accurate, original, complete, secure, compliant, or protectable by intellectual-property law.
Client must independently review and validate all material artificial intelligence output before use.
18. Human oversight
Client must maintain meaningful human review over artificial intelligence systems.
Client is responsible for:
• Reviewing outputs
• Approving actions
• Monitoring automated workflows
• Establishing escalation paths
• Testing edge cases
• Correcting errors
• Maintaining audit records
• Preventing unauthorized decisions
• Evaluating bias and discrimination risks; and
• Determining when human intervention is required.
• Unless expressly approved in a signed SOW, Client may not permit an artificial intelligence system supplied by Laiske to independently make or implement a legally significant or high-impact decision.
19. Restricted artificial intelligence uses
Unless expressly approved in writing, Client may not use the Services for automated or materially automated decisions involving:
• Hiring, termination, compensation, promotion, or employee discipline
• Credit, lending, underwriting, or debt collection
• Housing
• Insurance eligibility or pricing
• Healthcare diagnosis or treatment
• Legal rights or legal representation
• Education admissions
• Government benefits
• Biometric identification
• Critical infrastructure
• Emergency response
• Law enforcement
• Weapons
• Safety-critical systems
• Children
• Surveillance
• Political persuasion directed at specific individuals; or
• Any use where an error could reasonably result in death, bodily injury, unlawful discrimination, substantial financial loss, or deprivation of legal rights.
• Approval of a use does not transfer Client’s compliance obligations to Laiske.
20. Use of artificial intelligence providers
Client authorizes Laiske to use appropriate artificial intelligence and cloud providers when reasonably necessary to perform the Services, subject to the applicable SOW and Privacy Notice.
Client must disclose before work begins if it requires:
• A private model deployment
• Zero data retention
• Regional data residency
• Dedicated infrastructure
• A specific model provider
• Restrictions on subprocessors
• Restrictions on model training
• Government-grade security; or
• Other specialized controls.
• Specialized controls are not included unless expressly stated in the SOW.
Client must not provide sensitive or regulated data to an artificial intelligence system unless that use is expressly approved and appropriately configured.
Laiske will not knowingly use Client Confidential Information to train a generalized model for unrelated customers without Client’s authorization.
Laiske may use de-identified information, generalized learnings, and nonconfidential techniques as permitted by these Terms.
21. Automated communications
If Client uses the Services to send emails, text messages, telephone calls, marketing communications, sales outreach, reminders, recordings, or other communications, Client is solely responsible for:
• Obtaining legally required consent
• Maintaining consent records
• Honoring opt-outs
• Maintaining suppression and do-not-contact lists
• Providing required disclosures
• Complying with telemarketing and marketing laws
• Complying with call-recording laws
• Using accurate sender identification
• Avoiding deceptive communications
• Controlling communication frequency; and
• Reviewing generated messages before transmission.
• Laiske does not provide legal clearance for Client communications.
Client may not use the Services for unlawful spam, phishing, impersonation, harassment, robocalling, or deceptive outreach.
22. Accounts and Authorized Users
Client is responsible for:
• All activity under its accounts
• Maintaining current account information
• Restricting access to Authorized Users
• Removing access when no longer required
• Protecting credentials and API keys
• Using multifactor authentication when available
• Preventing credential sharing
• Monitoring suspicious activity; and
• Promptly reporting unauthorized access.
• An individual account may not be shared in a manner that avoids user, subscription, or licensing limits.
Laiske may require password changes, multifactor authentication, access restrictions, or other reasonable security measures.
23. Acceptable use
Client and Authorized Users may not:
• Violate any law or regulation
• Violate third-party terms
• Infringe intellectual-property rights
• Misappropriate confidential information
• Violate privacy or publicity rights
• Introduce malware or harmful code
• Attempt unauthorized access
• Circumvent authentication or usage limits
• Probe or test vulnerabilities without written permission
• Interfere with system availability
• Perform denial-of-service activity
• Reverse engineer protected components
• Extract or scrape data unlawfully
• Copy the Services to develop a competing product
• Conduct unauthorized benchmarking
• Resell or sublicense the Services
• Remove proprietary notices
• Misrepresent the source of an output
• Use the Services for fraud or deception
• Facilitate sanctions evasion or money laundering
• Conduct unlawful surveillance
• Process data without a lawful basis
• Use the Services for prohibited high-risk activities
• Upload content that Client lacks authority to use; or
• Cause Laiske to violate applicable law.
• Laiske may investigate suspected misuse and may preserve or disclose information when reasonably necessary to protect rights, security, users, or legal compliance.
24. Client Data ownership
As between the parties, Client retains ownership of Client Data.
Client grants Laiske and its subcontractors a worldwide, nonexclusive, royalty-free license to host, access, copy, transmit, modify, transform, display, and otherwise process Client Data as reasonably necessary to:
• Provide the Services
• Perform the applicable SOW
• Support Client
• Prevent fraud and security threats
• Maintain and improve performance
• Comply with law
• Enforce these Terms; and
• Create permitted aggregated or de-identified information.
• This license continues for as long as reasonably required to provide the Services and satisfy legal, backup, dispute, or compliance obligations.
25. Client warranties concerning Client Data
Client represents and warrants that:
• Client has all rights required to provide Client Data
• Client’s instructions are lawful
• Processing Client Data as instructed will not violate law
• Client has provided required notices
• Client has obtained required consents
• Client Data does not infringe third-party rights
• Client Data is reasonably accurate
• Client has authority to connect each system
• Client has authority to direct data transfers
• Client will not provide prohibited data without approval; and
• Client’s use of outputs will be lawful.
• Laiske is entitled to rely on these representations without independently investigating Client’s legal authority.
26. Privacy and personal data
Laiske’s Privacy Notice applies to personal information Laiske collects for its own business purposes.
When Laiske processes personal data on Client’s behalf, the parties may enter into a data processing agreement.
Client is the party responsible for determining:
• The purposes of processing
• The lawful basis
• Required notices
• Required consents
• Retention periods
• Access rights
• Deletion requirements
• Cross-border transfer requirements
• Data-subject request handling
• Accuracy requirements; and
• Whether a data protection impact assessment is required.
• Unless expressly agreed otherwise, Laiske does not act as Client’s privacy officer, records manager, legal adviser, or compliance officer.
27. Prohibited and restricted data
Client must not provide the following without Laiske’s prior written approval:
• Protected health information regulated by HIPAA
• Complete payment-card information
• Bank-account credentials
• Biometric identifiers
• Genetic data
• Highly sensitive government identifiers
• Classified information
• Export-controlled technical data
• Criminal justice information
• Children’s personal information
• Passwords stored in plain text
• Precise geolocation information
• Information subject to specialized financial regulations
• Information subject to government security requirements
• Information requiring data localization; or
• Other information requiring controls outside the agreed scope.
• Approval may require additional Fees, security measures, insurance, a data processing agreement, or a revised SOW.
28. Security
Laiske will use commercially reasonable administrative, technical, and organizational safeguards appropriate to the nature of the Services and the agreed scope.
Client acknowledges:
• No system is completely secure
• No transmission method is completely secure
• No security measure prevents every attack
• Third-Party Services may create additional risk
• Security depends partly on Client’s actions
• Development and test environments may have different controls from production
• Specialized certifications are not included unless expressly stated; and
• Laiske does not guarantee prevention of every intrusion, vulnerability, data loss, or incident.
• No representation is made that the Services comply with a particular security framework, including SOC 2, ISO 27001, HIPAA, PCI DSS, FedRAMP, NIST, or similar standards, unless expressly stated in a signed SOW.
29. Security incidents
Each party will notify the other of a confirmed security incident affecting the other party’s data within the period required by applicable law or a signed data processing agreement.
An unsuccessful attempt, scan, blocked attack, routine malware event, or event that does not compromise Client Data is not necessarily a reportable security incident.
Client is responsible for:
• Determining whether notice to individuals, regulators, customers, insurers, or others is required
• Providing notices unless law requires Laiske to do so
• Maintaining an incident-response plan
• Preserving its own logs and evidence; and
• Cooperating with reasonable containment measures.
• Laiske may take immediate steps to contain a suspected incident, including suspending access.
30. Backups and disaster recovery
Unless expressly included in an SOW, Laiske is not responsible for Client’s backups, disaster recovery, business continuity, archival records, or legal holds.
Client must maintain independent, current, tested backups before:
• Migration
• Integration
• Configuration changes
• Deployment
• Data cleanup
• Automation activation
• Software updates; and
• Production testing.
• A development, staging, demonstration, cache, synchronization copy, or third-party platform is not a substitute for Client’s backup.
Laiske is not liable for data that could have been restored from a reasonable backup.
31. Confidentiality
Each party may receive Confidential Information from the other.
The receiving party will:
• Use Confidential Information only for the business relationship
• Protect it with at least reasonable care
• Disclose it only to persons with a legitimate need to know
• Ensure recipients are subject to appropriate confidentiality obligations; and
• Not disclose it to others without authorization.
• Confidential Information does not include information the receiving party can demonstrate:
• Was lawfully known without restriction
• Becomes public without breach
• Was lawfully received from a third party
• Was independently developed without use of Confidential Information; or
• Was approved for release.
• A party may disclose Confidential Information when required by law, subpoena, or court order, provided it gives advance notice when legally permitted.
Confidentiality obligations continue for five years after disclosure.
Trade secrets remain protected for as long as they qualify as trade secrets.
Unauthorized use or disclosure may cause irreparable harm. The affected party may seek injunctive relief in addition to other remedies.
32. Legal requests and investigations
If Laiske receives a subpoena, court order, regulatory request, audit demand, discovery request, or other legal process relating to Client or Client Data, Laiske may comply as legally required.
When legally permitted, Laiske will attempt to notify Client.
A Business Customer will reimburse Laiske for reasonable time and expenses incurred responding to a request primarily concerning that Business Customer, including data collection, technical assistance, testimony, and legal review, unless the request arises from Laiske’s proven breach.
For Consumer transactions, reimbursement obligations apply only when expressly authorized by applicable law, a court, or an arbitrator.
33. Laiske intellectual property
Laiske and its licensors retain all rights in:
• The Services
• The website
• Laiske Materials
• Documentation
• Software
• Source code and object code
• Methods and processes
• Templates and frameworks
• Prompts and prompt libraries
• Agent architecture
• Connectors and integrations
• Data models and schemas
• Reusable workflows
• Generalized configurations
• Designs
• Know-how
• Improvements
• Derivative works; and
• Intellectual property not expressly assigned.
• No rights are granted by implication, estoppel, course of dealing, or otherwise.
Nothing will be considered “work made for hire” unless expressly stated in a signed SOW.
34. Deliverables
Ownership and licensing of Deliverables will be determined by the applicable SOW.
Unless the SOW expressly assigns ownership:
• Laiske owns the Deliverables
• After full payment, a Business Customer receives a nonexclusive, nontransferable, perpetual license to use the Deliverables for its internal business operations
• A Business Customer may permit its employees and contractors to use Deliverables solely for that Business Customer
• A Business Customer may not sell, license, distribute, publish, commercialize, or offer Deliverables as a standalone product; and
• Client may not remove proprietary notices.
Any transfer or license is conditioned on full payment of all amounts due.
Until full payment, Client receives only a temporary, revocable evaluation license.
Consumer licenses for Digital Products are governed by Consumer Sales Supplement Section 19 and any product-specific license displayed before purchase.
35. Assigned Deliverables
When an SOW expressly assigns ownership of a Deliverable:
• Assignment occurs only after full payment
• Laiske Materials remain owned by Laiske
• Third-party and open-source materials remain subject to their licenses
• General concepts, skills, methods, and know-how remain with Laiske
• Reusable components remain with Laiske
• Laiske retains the right to use residual knowledge that does not disclose Client Confidential Information; and
• Laiske grants Client a license to incorporated Laiske Materials only as necessary to use the assigned Deliverable.
• Source code is not included unless the SOW expressly states that source code will be delivered.
Source-code escrow is not included unless separately agreed.
36. Open-source and third-party materials
Deliverables may contain or depend on open-source software or third-party materials.
Those materials are governed by their applicable licenses.
Client agrees to comply with applicable license obligations.
Laiske does not assign ownership of third-party materials and does not warrant that every third-party license permits every intended use.
Client must disclose before development if Client prohibits particular open-source licenses or requires a software bill of materials.
37. License restrictions
Except as expressly permitted, Client may not:
• Copy the Services
• Modify Laiske Materials
• Reverse engineer protected components
• Attempt to discover source code
• Remove notices
• Circumvent license limits
• Share credentials
• Use the Services for service-bureau purposes
• Resell or sublicense access
• Conduct public benchmarking without consent
• Use the Services to train a competing model or product
• Extract Laiske prompts, methods, or system instructions
• Create derivative works from Laiske Materials; or
• permit another person to do so.
• Restrictions apply only to the extent permitted by law.
38. Feedback and residual knowledge
Client may provide suggestions, ideas, enhancement requests, corrections, or feedback.
Client grants Laiske a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free right to use feedback without restriction or compensation.
Laiske may use generalized skills, experience, ideas, concepts, and know-how retained in unaided memory, provided it does not disclose Client Confidential Information.
39. Aggregated and de-identified information
Laiske may create and use aggregated or de-identified information for:
• Analytics
• Security
• Benchmarking
• Capacity planning
• Service improvement
• Product development
• Research
• Operational planning; and
• Business purposes.
• Laiske will not intentionally identify Client or an individual from de-identified information.
40. Fees and invoicing
Client will pay the Fees stated in the applicable SOW, Order Form, subscription, checkout page, or invoice.
Unless expressly stated otherwise:
• Fees are stated in United States dollars
• Business Customer invoices are due within fifteen calendar days
• Deposits are due before scheduling work
• For Business Customers, deposits and retainers are nonrefundable except as expressly stated in the applicable SOW
• Time-and-materials Services are billed based on actual time
• Minimum billing increments may apply
• Meetings, communications, research, project management, testing, travel, and documentation may be billable
• Milestone invoices are based on the agreed milestone schedule
• A Business Customer delay does not delay a milestone invoice when Laiske has completed the work reasonably available to it
• Fees are not contingent on Client receiving financing, reimbursement, revenue, approval, or other business results; and
• A Business Customer must pay without setoff, deduction, counterclaim, withholding, or recoupment.
A Business Customer invoice dispute must be submitted in writing within ten calendar days after receipt and must identify the specific amount and basis. Failure to dispute within that period constitutes acceptance, except for manifest error. Undisputed amounts remain payable.
For Consumers, deposits, retainers, cancellations, refunds, payment deadlines, and disputed charges are governed by the disclosures presented before purchase, the Consumer Sales Supplement, the Return and Refund Policy, the Subscription and Automatic Renewal Terms, and applicable law.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
41. Late payments and collection
For Business Customers, overdue balances may accrue interest at the lower of:
• One and one-half percent per month; or
• The maximum rate permitted by law.
A Business Customer will reimburse reasonable collection costs, including:
• Attorneys’ fees
• Collection-agency fees
• Court costs
• Arbitration fees
• Returned-payment fees
• Chargeback costs; and
• Administrative costs.
Laiske may suspend work, withhold Deliverables, disable access, revoke licenses, or terminate Services for overdue amounts as permitted by these Terms and applicable law.
A Client may not knowingly initiate a false or improper chargeback for a validly authorized charge. A Business Customer is responsible for reasonable costs arising from an improper chargeback.
Consumers retain all rights to dispute unauthorized or improper charges. Consumer payment disputes are also governed by Consumer Sales Supplement Section 28.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
42. Taxes
Fees exclude taxes unless expressly stated.
Client is responsible for sales, use, excise, value-added, withholding, customs, duties, and similar taxes arising from the Services, excluding taxes based on Laiske’s net income.
If Client is legally required to withhold tax:
Client must provide official documentation;
Client must cooperate in obtaining available relief; and
To the extent legally permitted, Client will gross up payment so Laiske receives the amount it would have received without withholding.
43. Expenses and third-party charges
Client will reimburse authorized travel, lodging, shipping, software, licensing, data, cloud, API, communication, payment-processing, and other project expenses.
Laiske may require Client to contract directly with a third party.
Laiske may collect an administrative or procurement fee when Laiske acquires third-party products on Client’s behalf.
Third-party charges may change without notice.
Client remains responsible for noncancelable commitments approved for the project.
44. Subscriptions and recurring Services
This Section governs subscriptions, retainers, managed-service arrangements, support plans, hosting plans, and recurring Services purchased by Business Customers. Consumer subscriptions and automatic renewals are governed by Consumer Sales Supplement Section 22 and the separate Subscription and Automatic Renewal Terms.
An Order Form may establish a recurring arrangement and will identify:
• Price
• Billing frequency
• Initial term
• Renewal term
• Usage limits
• Included Services; and
• Cancellation procedure.
Unless otherwise stated, a Business Customer subscription renews automatically for successive periods equal to the initial term unless either party gives at least thirty days’ written notice before renewal.
Client authorizes Laiske to charge the approved payment method and must maintain accurate billing information.
Cancellation is effective at the end of the current paid term unless the applicable Order Form states otherwise.
For Business Customers, except where expressly stated otherwise:
• Fees are nonrefundable
• Partial periods are not prorated
• Unused Services do not roll over
• Cancellation does not eliminate accrued obligations; and
• Setup, development, implementation, and onboarding Fees remain nonrefundable.
Laiske may change recurring Fees upon at least thirty days’ notice, effective at the next renewal.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
45. Usage limits and overages
Services may be subject to limits involving:
• Users
• Transactions
• Storage
• API calls
• Model tokens
• Documents
• Communications
• Environments
• Support hours
• Processing volume; or
• Other usage measurements.
• Client must not circumvent limits.
Excess usage may result in:
• Additional Fees
• Throttling
• Suspension
• Required plan upgrades; or
• Restricted functionality.
• Laiske’s usage records control absent manifest error.
46. Delivery and acceptance
Client must inspect Deliverables promptly.
Unless an SOW states different acceptance criteria, a Deliverable is deemed accepted upon the earliest of:
• Written approval
• Production use
• Commercial use
• Distribution
• Publication
• Payment of the related invoice without timely dispute
• Client’s failure to test as agreed; or
• Ten business days after delivery without a detailed written rejection.
• A valid rejection must:
• Be submitted within the acceptance period
• Identify a specific material failure
• Reference an agreed requirement
• Include sufficient information to reproduce the issue; and
• Permit Laiske a reasonable opportunity to correct it.
• A preference, enhancement, changed requirement, third-party issue, cosmetic concern, or matter outside scope is not a defect.
Laiske’s obligation for a valid rejection is limited to commercially reasonable correction of the identified nonconformity.
47. Deployment and production use
Client is responsible for final approval before production use.
Before deployment, Client must:
• Complete testing
• Verify data
• Verify access controls
• Verify integrations
• Review automated actions
• Confirm backups
• Establish rollback procedures
• Train relevant personnel
• Confirm regulatory requirements; and
• Approve go-live.
• Client accepts risks associated with production use when Client:
Directs early deployment;
Waives testing;
Bypasses controls;
Uses unfinished functionality;
Modifies Deliverables;
Ignores warnings; or
Continues use after discovering a defect.
48. Support, maintenance, and service levels
Support, maintenance, monitoring, updates, backups, hosting, and service levels are included only when expressly stated in an SOW or Order Form.
Unless expressly stated:
• No response-time commitment applies
• No resolution-time commitment applies
• No uptime commitment applies
• Support is provided during Laiske’s normal business hours
• Support excludes new functionality
• Support excludes third-party failures
• Support excludes Client-caused issues
• Support excludes unsupported modifications
• Support excludes obsolete systems; and
• Support beyond the included scope is billable.
• Laiske may discontinue support for obsolete, insecure, unsupported, or incompatible technology.
49. Limited professional-services warranty
Laiske warrants that paid professional Services will be performed in a professional and workmanlike manner consistent with generally accepted practices for similar services.
Client must report an alleged breach within thirty days after the affected Services are performed, except that a Consumer retains any longer nonwaivable period provided by applicable law.
Laiske’s sole obligation and Client’s exclusive contractual remedy is, at Laiske’s option:
• Reperformance
• Correction of the material nonconformity; or
• Refund of Fees actually paid specifically for the materially nonconforming portion.
The warranty does not apply to issues caused by:
• Client Materials
• Client instructions
• Third-Party Services
• Unauthorized modifications
• Misuse
• Unsupported environments
• Changed requirements
• Client’s failure to test
• Client’s failure to follow Documentation; or
• Circumstances outside Laiske’s reasonable control.
Consumer Products may carry a separate Consumer Limited Warranty or manufacturer warranty, and mandatory implied warranties may also apply.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
50. Disclaimer of warranties
EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 49, THE SERVICES, WEBSITE, DELIVERABLES, DOCUMENTATION, ARTIFICIAL INTELLIGENCE OUTPUTS, DATA, REPORTS, RECOMMENDATIONS, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” |
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAISKE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF: |
• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• TITLE
• NON-INFRINGEMENT
• ACCURACY
• COMPLETENESS
• AVAILABILITY
• SECURITY
• QUIET ENJOYMENT
• QUALITY
• COMPATIBILITY
• RESULTS; AND
• FREEDOM FROM HARMFUL COMPONENTS.
• LAISKE DOES NOT WARRANT THAT:
• THE SERVICES WILL BE UNINTERRUPTED
• THE SERVICES WILL BE ERROR-FREE
• EVERY DEFECT WILL BE CORRECTED
• EVERY SECURITY THREAT WILL BE PREVENTED
• DATA WILL NEVER BE LOST
• THIRD-PARTY SERVICES WILL REMAIN AVAILABLE
• AN INTEGRATION WILL REMAIN COMPATIBLE
• ARTIFICIAL INTELLIGENCE OUTPUTS WILL BE ACCURATE OR ORIGINAL
• THE SERVICES WILL PRODUCE A PARTICULAR RESULT
• THE SERVICES WILL INCREASE REVENUE OR REDUCE COSTS
• THE SERVICES WILL SATISFY EVERY LAW OR STANDARD
• THE SERVICES WILL QUALIFY FOR A PARTICULAR CERTIFICATION; OR
• THE SERVICES WILL MEET CLIENT’S UNDISCLOSED EXPECTATIONS.
• No oral statement or informal communication creates a warranty.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law. Any applicable Consumer Limited Warranty also controls, and nothing in this Section disclaims a warranty or remedy that cannot lawfully be disclaimed.
51. No professional advice
Laiske does not provide legal, accounting, tax, audit, investment, medical, employment, insurance, engineering, cybersecurity-certification, or other regulated professional advice unless expressly licensed and retained to provide that advice.
Information, configurations, dashboards, artificial intelligence outputs, recommendations, and workflows are business and technology tools.
Client must obtain advice from qualified professionals before relying on the Services for regulated or material decisions.
Laiske does not act as Client’s fiduciary.
52. No guarantee of business results
Client acknowledges that business results depend on factors outside Laiske’s control.
Laiske does not guarantee:
• Revenue
• Profitability
• Cost savings
• Conversion rates
• Customer acquisition
• Return on investment
• Funding
• Regulatory approval
• Employee adoption
• Project success
• Search rankings
• Data quality
• Operational outcomes; or
• Commercial viability.
• Forecasts, projections, benchmarks, and estimates are opinions based on assumptions and are not guarantees.
53. Client compliance responsibilities
Client is responsible for laws and requirements applicable to:
• Client’s business
• Client Data
• Client communications
• Client employees
• Client customers
• Client industry
• Client products
• Client jurisdictions
• Client use of artificial intelligence
• Client’s accounting and taxes
• Client’s privacy practices
• Client’s accessibility obligations
• Client’s recordkeeping
• Client’s exports
• Client’s marketing; and
• Client’s use of Deliverables.
• Laiske may provide tools that assist compliance, but does not assume Client’s compliance obligations.
54. Export controls and sanctions
Client will comply with applicable export-control, sanctions, and trade laws.
Client represents that neither Client nor its controlling owners are:
• A restricted or prohibited party
• Located in a comprehensively sanctioned jurisdiction
• Acting for a prohibited party; or
• Using the Services for an unlawful restricted end use.
• Client may not export, reexport, transfer, or provide access to the Services in violation of law.
Laiske may suspend or terminate Services when necessary to comply with trade restrictions.
55. Anti-bribery and ethical conduct
Client will not use the Services to offer, promise, authorize, request, or conceal an unlawful payment, bribe, kickback, or other improper benefit.
Each party will comply with applicable anti-bribery and anti-corruption laws.
Laiske may terminate immediately if it reasonably believes continued performance would involve unlawful conduct.
56. Client indemnification
This Section applies only to Business Customers.
Business Customer will defend, indemnify, and hold harmless Laiske, its Affiliates, owners, managers, officers, employees, contractors, agents, and providers from third-party claims, investigations, proceedings, damages, judgments, settlements, penalties, fines, losses, costs, and reasonable attorneys’ fees arising from or relating to:
• Client Data
• Client Materials
• Client’s products or services
• Client’s business operations
• Client’s instructions
• Client’s use of the Services
• Client’s violation of these Terms
• Client’s violation of law
• Client’s violation of third-party rights
• Client’s failure to obtain consent
• Client communications
• Client’s use of artificial intelligence output
• Client’s automated decisions
• Client’s modification of Deliverables
• Client’s combination of Deliverables with other systems
• Unauthorized access through Client accounts
• Client’s tax, accounting, employment, privacy, or regulatory decisions
• Claims by Client’s customers, employees, contractors, or vendors; or
• A security incident caused by Client.
Consumer responsibility and any limited Consumer indemnification are governed exclusively by Consumer Sales Supplement Section 30.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
57. Limited Laiske intellectual-property indemnity
Subject to Sections 58 and 59, Laiske will defend Client against a third-party claim alleging that a paid Deliverable created solely by Laiske directly infringes a United States copyright or trademark when used exactly as authorized.
This obligation applies only when:
• Client has paid all Fees
• Client promptly provides written notice
• Laiske controls the defense
• Client provides reasonable cooperation; and
• Client does not admit liability or settle without consent.
• This obligation does not apply to a claim arising from:
• Client Materials
• Client specifications
• Artificial intelligence output
• Third-Party Services
• Open-source materials
• Data
• Combinations not supplied by Laiske
• Modifications not approved by Laiske
• Use outside scope
• Continued use after notice
• Compliance with Client instructions
• A generally available method or business process
• Free, trial, beta, or evaluation Services; or
• A claim that could have been avoided by using an offered replacement.
• Laiske may:
• Obtain continued usage rights
• Modify the affected Deliverable
• Replace the affected Deliverable
• Require Client to stop using it; or
• Terminate the affected Service and refund the depreciated portion of Fees paid for that Deliverable.
• This Section states Laiske’s entire obligation concerning intellectual-property claims.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
58. Indemnification procedure
The indemnified party must:
• Provide prompt notice
• Provide reasonable cooperation
• Permit the indemnifying party to control the defense; and
• Avoid prejudicing the defense.
• Failure to provide prompt notice reduces obligations only to the extent of actual material prejudice.
The indemnifying party may not settle a claim in a manner that:
• Admits wrongdoing by the indemnified party
• Imposes nonmonetary obligations
• Restricts the indemnified party’s business; or
• Fails to provide a complete release,
• without written consent.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
59. Exclusion of damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAISKE WILL NOT BE LIABLE TO A BUSINESS CUSTOMER FOR:
• INDIRECT DAMAGES
• INCIDENTAL DAMAGES
• SPECIAL DAMAGES
• EXEMPLARY DAMAGES
• CONSEQUENTIAL DAMAGES
• PUNITIVE DAMAGES
• LOST PROFITS
• LOST REVENUE
• LOST SAVINGS
• LOST BUSINESS
• LOST OPPORTUNITIES
• LOST GOODWILL
• BUSINESS INTERRUPTION
• LOSS OR CORRUPTION OF DATA
• DATA RESTORATION COSTS
• COST OF SUBSTITUTE SERVICES
• COST OF COVER
• LOSS ARISING FROM THIRD-PARTY CLAIMS
• LOSS ARISING FROM ARTIFICIAL INTELLIGENCE OUTPUT
• LOSS ARISING FROM AUTOMATED ACTIONS
• LOSS ARISING FROM SECURITY INCIDENTS
• LOSS ARISING FROM THIRD-PARTY SERVICES; OR
• LOSS ARISING FROM CLIENT’S FAILURE TO MAINTAIN BACKUPS.
These exclusions apply regardless of legal theory and even if Laiske was advised that the damage was possible.
Consumer exclusions and exceptions are governed by Consumer Sales Supplement Section 31.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
60. Limitation of Laiske liability
THIS SECTION APPLIES ONLY TO BUSINESS CUSTOMERS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LAISKE’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN SOW, ORDER FORM, SERVICE, OR THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID TO LAISKE FOR THE SPECIFIC AFFECTED SERVICES DURING THE SIX MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. |
FOR A ONE-TIME PROJECT COMPLETED IN LESS THAN SIX MONTHS, THE CAP WILL NOT EXCEED THE FEES ACTUALLY PAID FOR THE SPECIFIC AFFECTED DELIVERABLE. |
FOR FREE, TRIAL, BETA, WEBSITE, OR EVALUATION SERVICES PROVIDED TO A BUSINESS CUSTOMER, LAISKE’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS. |
MULTIPLE CLAIMS DO NOT INCREASE THE CAP.
The limitations apply to Laiske, its Affiliates, owners, managers, employees, contractors, agents, licensors, and providers collectively.
The limitations do not apply only to the extent liability cannot lawfully be limited.
Business Customer payment obligations, misuse of Laiske intellectual property, indemnification obligations, and violations of use restrictions are not limited by this Section.
Consumer liability limitations are governed exclusively by Consumer Sales Supplement Section 31.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
61. Essential allocation of risk
For Business Customers, the parties acknowledge that:
• The Fees reflect the allocation of risk in these Terms
• Laiske would charge substantially higher Fees without the disclaimers and limitations
• The limitations apply even if a limited remedy fails of its essential purpose; and
• Each limitation is an essential basis of the bargain.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
62. Insurance
This Section applies only to Business Customers.
Business Customer will maintain insurance appropriate to its business, data, systems, and use of the Services.
Depending on the engagement, Laiske may require evidence of:
• Commercial general liability insurance
• Professional liability insurance
• Cyber liability insurance
• Workers’ compensation insurance
• Employment-practices liability insurance; or
• Other appropriate coverage.
Laiske’s insurance does not replace Business Customer’s responsibility for its operations or risks.
63. Non-solicitation of personnel
This Section applies only to Business Customers and does not apply to Consumers.
During an active paid engagement and for twelve months afterward, Business Customer will not knowingly solicit for employment or direct engagement a Laiske employee or contractor who materially participated in Client’s engagement.
This restriction does not apply to:
• General advertisements not targeted at Laiske personnel
• A person who independently applies without solicitation; or
• A person whose relationship with Laiske ended more than six months earlier.
If Business Customer violates this Section, Business Customer will pay Laiske a placement fee equal to thirty percent of the person’s first-year anticipated cash compensation.
The parties agree this amount is a reasonable estimate of recruiting, replacement, training, opportunity, and disruption costs and is not a penalty.
This Section applies only to the extent permitted by law.
64. Publicity and trademarks
Neither party may publicly use the other party’s name, logo, trademark, testimonial, or branding without prior written approval.
Laiske may identify Client internally for account administration and project delivery.
A separate written approval may allow Laiske to identify a Business Customer in a customer list, case study, portfolio, presentation, or marketing material. Approval may be withdrawn prospectively upon reasonable notice.
Consumer reviews and Consumer-submitted content are governed by Consumer Sales Supplement Section 26. Nothing in these Terms restricts or penalizes an honest Consumer review protected by applicable law.
65. Suspension
Laiske may immediately suspend Services or access when Laiske reasonably believes:
• Client has violated these Terms
• Fees are overdue
• Client activity creates a security risk
• Client activity may violate law
• Client activity threatens another person
• Client credentials have been compromised
• A Third-Party Service has suspended access
• Continued performance could damage systems or data
• Client has exceeded usage limits
• Client has failed to provide required cooperation; or
• Suspension is necessary to protect Laiske.
Laiske will attempt to provide notice when reasonably practical.
Suspension does not eliminate valid payment obligations.
Consumer account suspension and termination are also governed by Consumer Sales Supplement Section 29.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
66. Term and termination
These Terms begin when accepted and continue while Client accesses the website or Services.
An SOW continues for its stated term or until completed or terminated.
For Business Customers, Laiske may terminate an SOW or these Terms:
• For material breach not cured within ten days after notice
• Immediately for unlawful activity
• Immediately for security threats
• Immediately for misuse of intellectual property
• Immediately for insolvency or cessation of business
• Immediately when required by law
• For nonpayment
• When a required Third-Party Service becomes unavailable; or
• As otherwise stated in an SOW.
A Business Customer may terminate only as expressly permitted by the applicable SOW or for an uncured material breach by Laiske. Fixed-price Business Customer engagements are noncancelable unless the SOW expressly provides otherwise.
Consumer cancellation, suspension, and termination rights are governed by the Consumer Sales Supplement, the Return and Refund Policy, the Subscription and Automatic Renewal Terms, the disclosures presented before purchase, and applicable law.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
67. Early termination by Client
This Section applies only to Business Customers and does not apply to Consumers.
If Laiske permits a Business Customer to terminate a fixed-price or reserved-capacity engagement without cause, Business Customer must pay:
• Fees for completed work
• Fees for work in progress
• Approved expenses
• Noncancelable commitments
• Third-party termination charges
• Costs of winding down
• Reserved capacity that cannot reasonably be reassigned; and
• Any early-termination amount stated in the SOW.
These amounts are intended to compensate Laiske for actual and anticipated losses and are not a penalty.
68. Effect of termination
Upon termination:
• All valid accrued amounts become due
• Client’s access rights end
• Temporary licenses terminate
• Laiske may stop work
• Laiske may withhold unpaid Deliverables from a Business Customer
• Client must stop using terminated Services
• Each party must return or destroy Confidential Information as required
• Client must export required data
• Laiske may delete Client Data after the retention period; and
• Provisions intended to survive remain effective.
For Business Customers, termination does not entitle Client to a refund unless expressly stated.
Consumer refunds, continued access, data rights, and other effects of termination are governed by the Consumer Sales Supplement, applicable policies, purchase disclosures, and applicable law.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
69. Data export and deletion
Before termination, Client is responsible for exporting required data.
Unless an SOW states otherwise:
• Standard data exports may be provided in a commercially reasonable format
• Custom exports, migrations, or transition assistance are billable
• Laiske may delete active Client Data thirty days after termination
• Deleted data may remain temporarily in backups
• Backup copies may be deleted through ordinary retention cycles; and
• Laiske has no obligation to recover deleted information.
• Laiske may retain information required for legal, tax, billing, security, dispute, or compliance purposes.
70. Transition assistance
Laiske has no obligation to provide transition assistance unless expressly agreed.
Any transition assistance:
Is subject to personnel availability;
Is billed at then-current rates;
Requires payment of outstanding invoices;
May require advance payment; and
Does not include transfer of Laiske Materials or third-party rights.
71. Force majeure
Neither party is liable for delay or failure caused by events beyond reasonable control, including:
• Natural disasters
• Severe weather
• Fire
• Flood
• Epidemic or pandemic
• War
• Terrorism
• Civil unrest
• Labor disputes
• Government action
• Sanctions
• Utility failures
• Internet failures
• Cloud outages
• Cyberattacks
• Supply-chain interruptions
• Transportation disruptions
• Third-party failures
• Model-provider outages; or
• Other events beyond reasonable control.
• The affected party will use commercially reasonable efforts to reduce the impact.
Force majeure does not excuse payment for Services already performed or costs already incurred.
72. Website content
Website content is provided for general informational purposes.
Laiske may change website content without notice.
Laiske does not warrant that website content is complete, accurate, current, or suitable for a particular purpose.
Website descriptions do not create a contractual commitment unless incorporated into a signed SOW.
73. Third-party links and content
The website or Services may contain links to third-party websites or content.
Laiske does not control or endorse third-party content and is not responsible for:
• Accuracy
• Availability
• Security
• Privacy
• Products
• Services
• Statements; or
• Transactions.
• Client accesses third-party content at its own risk.
74. Intellectual-property complaints
A person claiming that material available through Laiske infringes intellectual-property rights should provide:
• Identification of the protected work
• Identification of the allegedly infringing material
• Contact information
• A good-faith statement that the use is unauthorized
• A statement that the information is accurate
• Evidence of authority to act; and
• A physical or electronic signature.
• Notices should be sent to the contact information in Section 100.
Laiske may remove or restrict access to material when reasonably appropriate.
75. Electronic records and signatures
Client consents to electronic:
• Contracts
• Signatures
• Notices
• Invoices
• Disclosures
• Approvals
• Change orders; and
• Business records.
• Electronic acceptance has the same effect as a handwritten signature to the extent permitted by law.
Laiske’s electronic records, access logs, timestamps, system records, usage records, and communication records are admissible evidence of activity absent manifest error.
Client is responsible for maintaining a valid email address.
76. Notices
Routine operational notices may be sent by email, account notification, project-management platform, or another agreed communication channel.
Formal legal notices must be sent:
• By nationally recognized overnight courier
• By certified mail, return receipt requested; or
• By email to the designated legal-notice address, with confirmation of transmission.
• Notices to Laiske must be directed to:
Laiske LLC
Attention: Legal Notices
[INSERT BUSINESS MAILING ADDRESS]
Charleston, South Carolina
Email: [INSERT LEGAL NOTICE EMAIL]
A notice is effective upon confirmed delivery.
77. Independent contractors
The parties are independent contractors.
These Terms do not create:
• Employment
• Agency
• Partnership
• Joint venture
• Franchise
• Fiduciary relationship
• Brokerage relationship; or
• Authority to bind the other party.
• Neither party may make commitments on behalf of the other without written authorization.
78. Subcontractors
Laiske may use employees, Affiliates, independent contractors, consultants, cloud providers, artificial intelligence providers, and other subcontractors.
Laiske remains responsible for performance of its contractual obligations to the extent stated in these Terms.
Client has no right to approve or reject a subcontractor unless expressly stated in a signed agreement.
79. Assignment
Client may not assign or transfer these Terms, an SOW, or rights under them without Laiske’s prior written consent.
A change of control, merger, sale of substantially all assets, or transfer to a competitor may be treated as an assignment.
Laiske may assign these Terms:
• To an Affiliate
• In connection with financing
• In connection with a merger
• In connection with reorganization
• In connection with sale of assets
• In connection with acquisition; or
• To a successor.
• An unauthorized assignment is void.
80. Dispute notice and executive negotiation
This Section applies to Business Customers. Consumer pre-dispute procedures are governed by Consumer Sales Supplement Section 33.
Before initiating arbitration or litigation, the complaining party must provide a written dispute notice containing:
• The party’s name and contact information
• The relevant agreement or project
• A detailed description of the dispute
• Supporting documents
• The amount claimed; and
• The requested resolution.
The parties will attempt in good faith to resolve the dispute through discussions between authorized decision-makers for at least thirty days after receipt.
Any applicable limitation period is tolled during this thirty-day period.
81. Binding arbitration
THIS SECTION APPLIES TO BUSINESS CUSTOMERS. CONSUMER ARBITRATION IS GOVERNED BY CONSUMER SALES SUPPLEMENT SECTIONS 33 THROUGH 39. |
Except for excluded claims, every Business Customer dispute, claim, or controversy arising from or relating to:
• These Terms
• The website
• An SOW
• An Order Form
• The Services
• A Deliverable
• A transaction
• The relationship between the parties
• Contract formation
• Privacy
• Data
• Intellectual property
• Statutory claims; or
• Termination,
will be resolved through final and binding individual arbitration.
The Federal Arbitration Act governs the arbitration agreement. To the extent applicable and not preempted, the South Carolina Uniform Arbitration Act also applies.
For a domestic commercial dispute, arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures then in effect.
For an international commercial dispute, arbitration may be administered through the International Centre for Dispute Resolution under its International Arbitration Rules then in effect.
The arbitration will:
• Be conducted by one neutral arbitrator unless the parties agree otherwise
• Be conducted in English
• Have its legal seat in Charleston County, South Carolina
• Be conducted remotely when appropriate
• Permit commercially reasonable information exchange
• Be confidential
• Result in a written reasoned award; and
• Permit judgment on the award in a court with jurisdiction.
The arbitrator may award only remedies available to the individual party and permitted by these Terms and applicable law.
82. Arbitrability
This Section applies to Business Customers. Consumer disputes are governed by the Consumer Sales Supplement.
The arbitrator has exclusive authority to decide disputes concerning:
• Formation
• Interpretation
• Scope
• Applicability
• Validity
• Enforceability
• Unconscionability
• Waiver; and
• Alleged breach
• of the arbitration agreement.
A court will decide only a dispute specifically concerning the enforceability of the class-action waiver or a request for temporary injunctive relief before an arbitrator is appointed.
83. Arbitration exclusions
This Section applies to Business Customers. Consumer disputes are governed by the Consumer Sales Supplement.
Either party may:
• Bring an eligible individual claim in small-claims court
• Seek temporary injunctive relief concerning intellectual property, confidentiality, security, unauthorized access, or misuse
• Seek enforcement of an arbitration award; or
• Report conduct to a government authority.
• Laiske may pursue undisputed or documented past-due invoices in a court with jurisdiction.
Seeking temporary relief does not waive arbitration of the underlying dispute.
84. Class, collective, and representative action waiver
This Section applies to Business Customers. Consumer disputes are governed by the Consumer Sales Supplement.
EACH PARTY MAY BRING A CLAIM ONLY IN ITS INDIVIDUAL CAPACITY.
NEITHER PARTY MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A:
• CLASS ACTION
• COLLECTIVE ACTION
• CONSOLIDATED ACTION
• MASS ACTION
• PRIVATE ATTORNEY GENERAL ACTION
• REPRESENTATIVE ACTION; OR
• JOINT ARBITRATION INVOLVING UNRELATED PARTIES.
• The arbitrator may not consolidate claims of different parties without written consent of all parties.
If this waiver is finally determined unenforceable for a particular claim, that claim must proceed in court and not in arbitration.
85. Jury-trial waiver
This Section applies to Business Customers. Consumer disputes are governed by the Consumer Sales Supplement.
TO THE EXTENT A DISPUTE PROCEEDS IN COURT, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY. |
86. Arbitration opt-out
This Section applies to Business Customers. Consumer disputes are governed by the Consumer Sales Supplement.
A new Client may opt out of arbitration by sending written notice within thirty days after first accepting these Terms.
The notice must include:
• Client’s legal name
• Mailing address
• Email address
• Account or project information; and
• An unambiguous statement that Client is opting out of arbitration.
• The notice must be sent to the legal-notice address in Section 76.
Opting out of these Terms does not opt Client out of an arbitration clause in a separately signed agreement.
87. Attorneys’ fees and claim deadline
For Business Customer disputes, the prevailing party in arbitration or permitted court proceedings is entitled to recover reasonable attorneys’ fees and costs, except where prohibited by law.
For Business Customer claims, and to the extent permitted by law, a claim must be commenced within one year after the claimant knew or reasonably should have known of the facts giving rise to the claim. A claim not commenced within that period is permanently barred. This period does not shorten a limitation period that cannot lawfully be shortened.
Consumer attorneys’ fees and claim periods are governed by Consumer Sales Supplement Sections 34 and 39 and applicable law.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
88. Governing law and venue
These Terms and the relationship between the parties are generally governed by the laws of South Carolina, without regard to conflict-of-law rules.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Article 2 of the Uniform Commercial Code does not apply to the Services except to the extent an SOW or Consumer transaction expressly involves the sale of goods.
For a Business Customer dispute not subject to arbitration, each party consents to exclusive jurisdiction and venue in the state or federal courts located in Charleston County, South Carolina, and waives objections based on personal jurisdiction, venue, or inconvenient forum.
A Consumer retains the benefit of mandatory consumer-protection laws of the Consumer’s state of residence when those laws cannot lawfully be waived. Venue for a Consumer dispute not subject to arbitration will be determined under Consumer Sales Supplement Section 38 and applicable law.
For Consumer transactions, this Section applies only as modified by the Consumer Sales Supplement and to the maximum extent permitted by applicable law.
89. Changes to the Services
Laiske may improve, modify, replace, or discontinue website and generally available service features.
For a paid subscription, Laiske will use commercially reasonable efforts not to materially reduce core committed functionality during the paid term, except when a change is required because of:
• Security
• Law
• Third-Party Services
• Platform requirements
• Abuse prevention
• Technical necessity; or
• End-of-life technology.
• Laiske may provide a reasonable alternative when practical.
90. Beta, trial, and free Services
Services identified as beta, pilot, preview, proof of concept, trial, early access, experimental, free, or evaluation may:
• Be incomplete
• Be unstable
• Contain defects
• Change without notice
• Have limited security or support
• Be unavailable
• Produce incorrect output; and
• Be discontinued at any time.
• Beta, trial, and free Services are provided without warranties, service levels, support commitments, or indemnification obligations.
91. Changes to these Terms
Laiske may update these Terms by posting a revised version with a new effective date.
Material changes may be communicated through:
• The website
• Account notice
• An Order Form; or
• Another reasonable method.
Changes apply prospectively.
For Business Customers, continued use after the effective date constitutes acceptance to the extent permitted by law.
For Consumers, Laiske will provide any notice, renewed consent, cancellation opportunity, or other process required by applicable law before a material change becomes binding.
An update will not retroactively modify a separately signed SOW unless permitted by that SOW or accepted by the parties.
92. Entire agreement
These Terms and incorporated agreements constitute the complete agreement concerning their subject matter and replace prior or contemporaneous:
• Discussions
• Proposals
• Representations
• Emails
• Demonstrations
• Statements
• Marketing materials; and
• Understandings.
• Client acknowledges that it has not relied on a statement not expressly included in the applicable agreement.
93. No waiver
A waiver must be in writing and signed by the waiving party.
Failure or delay in enforcing a right is not a waiver.
A waiver in one instance is not a waiver in another.
94. Severability and reformation
If a provision is found invalid or unenforceable:
It will be enforced to the maximum extent permitted;
It will be modified only as necessary;
The parties request that the tribunal reform rather than invalidate it; and
Remaining provisions continue in effect.
95. Interpretation
Headings are for convenience only.
“Including” means “including without limitation.”
The singular includes the plural and vice versa.
“Written” and “in writing” include approved electronic communications.
For Business Customers, no rule construing ambiguity against the drafter applies.
Each Business Customer acknowledges the opportunity to consult independent legal counsel.
For Consumer transactions, this Section applies only to the extent permitted by applicable law and does not alter any consumer-protective rule of interpretation that cannot lawfully be waived.
96. No third-party beneficiaries
These Terms benefit only the parties and permitted successors and assigns.
No other person has a right to enforce them, except Laiske’s Affiliates, personnel, contractors, licensors, and providers may enforce provisions expressly protecting them.
97. Survival
Provisions concerning the following survive expiration or termination:
Payment;
Intellectual property;
Confidentiality;
Data retention;
Warranty disclaimers;
Indemnification;
Liability limitations;
Dispute resolution;
Restrictions on use;
Non-solicitation;
Governing law;
Interpretation; and
Any provision intended by its nature to survive.
98. Counterparts and electronic acceptance
An agreement may be accepted in counterparts and through electronic means.
Each counterpart is considered an original.
Electronic copies and signatures are effective as originals.
99. Controlling language
These Terms are written in English.
A translation may be provided for convenience, but the English version controls in the event of inconsistency.
100. Contact information
Questions concerning these Terms may be directed to:
• Laiske LLC
• Attention: Legal Notices
• 6650 Rivers Ave. Ste 100, Charleston, SC 29406 US
Customer support: support@laiske.com
Returns: info@laiske.com
Billing: billing@laiske.com
Privacy: privacy@laiske.com
Legal notices: legal@laiske.com
Telephone: 843-284-6380
Website: https://laiske.com
The Consumer Sales Supplement, Return and Refund Policy, Shipping and Delivery Policy, Consumer Limited Warranty, Privacy Notice, Subscription and Automatic Renewal Terms, and any applicable product-specific terms are incorporated by reference when they apply to a transaction.
APPENDIX A
CONSUMER SALES SUPPLEMENT
1. Application and priority
This Consumer Sales Supplement applies only when an individual purchases a product, subscription, Digital Product, or Service from Laiske primarily for personal, family, or household purposes.
For a Consumer transaction, this Supplement controls over any inconsistent provision elsewhere in the Terms.
The Return and Refund Policy, Shipping and Delivery Policy, Consumer Limited Warranty, Privacy Notice, Subscription and Automatic Renewal Terms, Product Page, checkout disclosures, Order confirmation, and other product-specific terms are incorporated when applicable to the transaction.
The remainder of the Terms continues to apply to the extent it is compatible with this Supplement and applicable consumer law.
Nothing in these Terms excludes, limits, or waives a Consumer right or remedy that cannot lawfully be excluded, limited, or waived.
2. Consumer definitions
For purposes of this Supplement:
“Consumer Product” means tangible personal property normally used for personal, family, or household purposes.
“Digital Product” means downloadable or electronically delivered software, content, files, templates, documents, reports, tools, access rights, or other digital materials.
“Order” means a Consumer’s offer to purchase a product or Service from Laiske.
“Product Page” means the applicable product description, checkout page, Order confirmation, warranty statement, or other sales disclosure presented before purchase.
“Return Policy” means Laiske’s Return and Refund Policy available at [INSERT RETURN POLICY URL] and presented or linked before purchase.
“Shipping Policy” means Laiske’s Shipping and Delivery Policy available at [INSERT SHIPPING POLICY URL] and presented or linked before purchase.
“Consumer Warranty” means any written limited warranty expressly provided with a Consumer Product.
3. Orders and contract formation
Submitting an Order does not necessarily mean Laiske has accepted it.
Laiske may accept an Order by:
• Sending an express acceptance or shipping confirmation
• Delivering or making the purchased item available
• Beginning the purchased Service; or
• Otherwise confirming acceptance.
• An automated Order acknowledgment confirms only that Laiske received the Order. It does not guarantee acceptance, availability, pricing, delivery, or fulfillment.
Laiske may reject or cancel an Order before fulfillment for reasons including:
• Product unavailability
• Pricing or description errors
• Suspected fraud
• Payment failure
• Address-verification failure
• Purchase-limit violations
• Technical errors
• Legal or regulatory restrictions
• Export restrictions
• Resale activity
• Misuse of promotions
• Safety concerns; or
• Other legitimate business reasons.
• If Laiske cancels an Order after payment has been collected, Laiske will refund the amount paid for the canceled portion using the original payment method, except when another method is required by law or agreed with the Consumer.
4. Product information and availability
Laiske will use reasonable efforts to present accurate product and service information.
However:
• Product images may appear differently depending on lighting, photography, screen settings, production variation, materials, and manufacturing tolerances.
• Colors, textures, dimensions, weights, capacities, specifications, features, and packaging may vary within reasonable commercial tolerances.
• Illustrations and renderings may not be perfectly to scale.
• Product packaging may differ from website images.
• Availability may change without notice.
• Displaying an item does not guarantee that it is in stock.
• Features may be changed when reasonably necessary for safety, availability, compatibility, or product improvement, provided the product remains materially consistent with its description.
• Laiske may correct typographical, technical, pricing, inventory, or description errors at any time.
If a material error affects an accepted Consumer Order, Laiske may offer the Consumer the choice of:
Accepting the corrected information;
Selecting a reasonably comparable alternative;
Canceling the affected item for a refund; or
Another remedy required by applicable law.
5. Pricing
Prices are those displayed or otherwise disclosed at the time the Consumer submits the Order, subject to correction of obvious errors.
Unless expressly stated otherwise, displayed prices do not include:
• Sales tax
• Use tax
• Shipping
• Delivery
• Installation
• Assembly
• White-glove service
• Customs duties
• Import charges
• Recycling fees
• Environmental fees; or
• Other governmental charges.
• Applicable amounts will be disclosed during checkout or otherwise communicated before the Consumer is bound, when required by law.
A crossed-out price, comparison price, suggested retail price, or promotional reference is informational and does not guarantee that the product was previously sold at that price in every market.
Laiske may change prices prospectively at any time.
6. Payment authorization
By providing a payment method, the Consumer:
• Represents that the payment information is accurate
• Represents that the Consumer is authorized to use the payment method
• Authorizes Laiske and its payment processors to charge the disclosed amount
• Authorizes reasonable payment verification and fraud-prevention checks; and
• Agrees to pay applicable taxes, shipping, and disclosed charges.
• Laiske may obtain authorization before fulfillment and may capture payment according to the disclosures provided during checkout.
A temporary authorization hold is not necessarily a completed charge and may remain visible according to the financial institution’s practices.
Laiske does not control a bank’s authorization-hold or refund-processing timeline.
7. Fraud prevention and identity verification
Laiske may use reasonable fraud-prevention and identity-verification measures.
Laiske may request additional information, including:
• Confirmation of billing information
• Confirmation of shipping information
• Proof of identity
• Proof of payment authorization
• Telephone or email confirmation; or
• Other information reasonably needed to verify the transaction.
• Laiske may delay, reject, or cancel an Order when verification cannot reasonably be completed.
Laiske will handle verification information according to its Privacy Notice.
8. Shipping and delivery
Available shipping and delivery methods, charges, geographic restrictions, and estimated timeframes will be displayed during checkout or described in the Shipping Policy.
Shipping and delivery dates are estimates unless Laiske expressly guarantees a specific date in writing.
Laiske will ship Consumer Products within:
• The timeframe expressly promised during the transaction; or
• When no timeframe is stated, the period required by applicable law.
• If Laiske cannot ship within the applicable timeframe, Laiske will provide any notice, cancellation opportunity, consent request, or refund required by law.
Laiske may ship an Order in multiple packages.
The Consumer is responsible for providing a complete and accurate delivery address.
Laiske is not responsible for delay, loss, or additional expense caused by:
• An incorrect or incomplete address
• Refusal of delivery
• Failure to follow carrier instructions
• Failure to schedule an appointment
• Restricted access
• Building restrictions
• Unsafe delivery conditions
• Customs delay
• Severe weather
• Carrier disruption; or
• Circumstances outside Laiske’s reasonable control.
• This provision does not eliminate rights the Consumer may have against Laiske or the carrier under applicable law.
9. Inspection and delivery conditions
The Consumer should reasonably inspect a delivered Consumer Product as soon as practical.
Visible shipping damage, missing packages, incorrect products, or shortages should be reported to Laiske at [INSERT SUPPORT EMAIL] within forty-eight hours after delivery when reasonably possible.
Failure to report within forty-eight hours does not waive a nonwaivable warranty or statutory right, but prompt notice allows Laiske to investigate the carrier and provide assistance more effectively.
For scheduled, freight, threshold, room-of-choice, or white-glove deliveries:
An adult must be present when required;
The Consumer must provide safe and reasonable access;
The Consumer is responsible for measuring doors, stairs, elevators, hallways, rooms, and other access points;
The delivery provider may refuse unsafe delivery conditions;
Additional visits, storage, redelivery, hoisting, removal, or unusual access may result in additional charges when disclosed and permitted by law; and
The Consumer should note visible damage on the delivery documentation before signing when reasonably possible.
10. Title and risk of loss
Title to a Consumer Product transfers as provided by applicable law.
Risk of loss or damage remains with Laiske until the Consumer or a person designated by the Consumer receives physical possession, except to the extent:
• The Consumer independently arranges a carrier that was not offered by Laiske
• The Consumer refuses a conforming delivery
• The Consumer directs delivery to an unattended or alternative location
• Loss occurs after successful delivery; or
• Applicable law provides otherwise.
• Delivery confirmation from the carrier may constitute evidence of delivery but is not conclusive if the Consumer provides credible evidence of loss, theft, misdelivery, or damage.
11. Returns and refunds
Consumer returns are governed by the Return Policy displayed before or at the time of purchase.
The Return Policy will identify, as applicable:
• The return period
• Product eligibility
• Required product condition
• Packaging requirements
• Return authorization procedures
• Return-shipping responsibility
• Restocking fees
• Nonreturnable products
• Refund timing
• Exchange procedures; and
• Defective-product procedures.
• Unless the Product Page or Return Policy provides a more favorable right, a Consumer does not have a general right to return a nondefective product after the disclosed return period merely because the Consumer changed their mind.
Nothing in the Return Policy limits rights concerning defective, misdescribed, damaged, or unlawfully supplied products that cannot be waived.
Refunds will ordinarily be issued to the original payment method.
Shipping, delivery, assembly, installation, expedited-service, customization, and similar charges may be nonrefundable when the service has been properly performed, except where applicable law requires otherwise.
A Consumer must not return a product without following the applicable return-authorization procedure when such a procedure has been clearly disclosed.
Laiske may reasonably reject or reduce a discretionary refund when a returned product:
• Is used beyond reasonable inspection
• Is damaged after delivery
• Is incomplete
• Is missing accessories
• Has been modified
• Has been improperly packaged
• Contains personal data
• Shows misuse
• Was returned outside the permitted period; or
• Is otherwise ineligible under the disclosed Return Policy.
• Any reduction will comply with applicable law.
12. Custom, personalized, and special-order products
The following may be noncancelable and nonreturnable after production, procurement, licensing, configuration, or customization has begun:
• Custom-made products
• Personalized products
• Special-order products
• Made-to-order products
• Products manufactured to Consumer specifications
• Products using Consumer-selected configurations
• Products cut, printed, engraved, programmed, or modified for the Consumer
• Downloaded Digital Products
• Activated licenses
• Used service hours; and
• Other products clearly identified as nonreturnable before purchase.
• Laiske will disclose material cancellation and return restrictions before the Consumer is bound.
This Section does not eliminate rights arising from defects, nonconformity, shipping damage, misrepresentation, or another matter protected by mandatory law.
13. Order changes and cancellations
A Consumer may request an Order change or cancellation by contacting [INSERT SUPPORT EMAIL].
An Order is not changed or canceled until Laiske confirms the change or cancellation.
Laiske may be unable to cancel or change an Order after:
• Shipment
• Download
• License activation
• Procurement
• Production
• Customization
• Configuration
• Scheduling
• Commencement of Services; or
• Incurrence of noncancelable third-party costs.
• Any cancellation fee or retained amount must be disclosed, reasonable, and permitted by law.
14. Damaged, defective, missing, or incorrect products
A Consumer who receives a product that is damaged, defective, materially different from its description, incomplete, or incorrect should contact Laiske at [INSERT SUPPORT EMAIL].
Laiske may reasonably request:
• Photographs
• Video
• Serial numbers
• Packaging photographs
• Delivery documentation
• A description of the issue
• Troubleshooting cooperation
• Return of the affected item; or
• Inspection by an authorized person.
• Depending on the circumstances and applicable law, Laiske may provide:
• Troubleshooting
• Replacement parts
• Repair
• Replacement
• Exchange
• Refund
• Store credit accepted by the Consumer; or
• Another legally required remedy.
• Laiske may refuse a claim involving damage caused by:
• Misuse
• Abuse
• Accident
• Improper installation
• Unauthorized repair
• Unauthorized modification
• Failure to follow instructions
• Improper maintenance
• Normal wear and tear
• Commercial use of a consumer-only product
• Environmental conditions
• Incompatible equipment; or
• Damage occurring after delivery,
• unless a warranty or applicable law provides otherwise.
15. Product warranties
A Consumer Product may be covered by:
• A written Consumer Warranty issued by Laiske
• A manufacturer’s warranty
• A third-party warranty
• Implied warranties created by applicable law; or
• No written warranty.
• The applicable warranty, when offered, will be made available before purchase as required by law and is incorporated into these Terms.
A written warranty, including Laiske’s Consumer Limited Warranty when applicable, is separate from this general Terms of Service document and will identify:
• The warrantor
• The covered product
• The warranty period
• Covered defects
• Available remedies
• Exclusions
• Claim procedures
• Geographic limitations; and
• Other legally required information.
• Unless Laiske expressly identifies itself as the warrantor, a manufacturer or third party is solely responsible for its written warranty.
Laiske may assist a Consumer with a manufacturer claim but does not assume the manufacturer’s obligations merely by providing assistance.
16. Consumer warranty savings clause
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRODUCTS AND SERVICES NOT COVERED BY AN EXPRESS WRITTEN WARRANTY FROM LAISKE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” |
HOWEVER, LAISKE DOES NOT DISCLAIM, EXCLUDE, OR LIMIT:
• AN IMPLIED WARRANTY THAT CANNOT LAWFULLY BE DISCLAIMED
• A WRITTEN WARRANTY EXPRESSLY PROVIDED BY LAISKE
• A STATUTORY GUARANTEE
• LIABILITY FOR A DEFECT THAT CANNOT LAWFULLY BE EXCLUDED; OR
• ANY OTHER NONWAIVABLE CONSUMER RIGHT.
• WHERE IMPLIED WARRANTIES MAY LAWFULLY BE LIMITED IN DURATION, THEY ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW OR THE DURATION OF THE APPLICABLE EXPRESS WRITTEN WARRANTY, WHICHEVER APPLICABLE LAW REQUIRES.
Some jurisdictions do not allow exclusion or limitation of implied warranties, so some limitations may not apply to a particular Consumer.
17. Manufacturer specifications and warranties
When Laiske resells a product manufactured by another company:
• Manufacturer specifications may control technical characteristics
• The manufacturer may change specifications without Laiske’s control
• Warranty service may be administered by the manufacturer
• Warranty eligibility may require registration, proof of purchase, serial numbers, or other information
• The Consumer must follow reasonable warranty procedures; and
• Manufacturer limitations apply to the extent permitted by law.
• Nothing in this Section eliminates any direct responsibility Laiske has as the seller under applicable law.
18. Safety notices and recalls
The Consumer must follow all:
• Product instructions
• Safety warnings
• Age restrictions
• Weight and capacity limits
• Installation requirements
• Maintenance requirements
• Recall instructions; and
• Usage restrictions.
• The Consumer should stop using a product immediately if continued use appears unsafe.
Laiske may contact Consumers regarding safety notices, corrective actions, warranty matters, or recalls using available contact information.
Safety and recall communications are transactional and may be sent regardless of marketing preferences.
19. Digital Products
Digital Products may be provided by:
• Download
• Account access
• License key
• Cloud access
• Client portal
• Third-party platform; or
• Another electronic method.
• Unless expressly stated otherwise, purchase of a Digital Product grants the Consumer a limited, personal, nonexclusive, nontransferable, nonsublicensable license to use it for lawful personal purposes.
The Consumer may not:
• Resell it
• Redistribute it
• Publish it
• Share account access
• Remove rights-management controls
• Reverse engineer software except where law permits
• Use it to create a competing product
• Make it publicly available; or
• Use it for unlawful purposes.
• Digital Products may be nonreturnable after download, access, delivery, activation, or substantial performance when this restriction is disclosed before purchase and permitted by law.
Laiske does not guarantee that Digital Products will remain compatible with every future device, operating system, browser, third-party platform, or technical environment.
20. Consumer Services
Consumer Services may include consulting, setup, education, implementation, configuration, support, or other professional assistance.
The Product Page or Order confirmation will identify the material scope, price, and applicable cancellation terms.
Unless expressly stated otherwise:
• Appointment times are subject to reasonable rescheduling
• Missed appointments may be forfeited or subject to a fee when clearly disclosed
• Services already properly performed are nonrefundable
• Additional work requires additional authorization
• Consumer cooperation may be required
• Results depend on information provided by the Consumer; and
• Laiske does not guarantee a specific personal, financial, health, technical, or business outcome.
• Laiske does not provide legal, medical, accounting, tax, investment, or other regulated professional advice unless it expressly states that it is licensed and retained to do so.
21. Artificial intelligence products used by Consumers
A Consumer-facing product may use artificial intelligence.
Artificial intelligence output may be inaccurate, incomplete, outdated, inconsistent, or unsuitable for a particular purpose.
The Consumer must not rely on artificial intelligence output as a substitute for qualified legal, medical, financial, tax, accounting, safety, or other regulated professional advice.
Artificial intelligence output should be independently reviewed before the Consumer takes an important action.
A Consumer may not use an artificial intelligence product for:
Emergency services;
Medical diagnosis;
Self-harm instructions;
Illegal conduct;
Harassment;
Fraud;
Unauthorized surveillance;
Decisions materially affecting another person’s legal rights; or
Any use prohibited by the acceptable-use provisions.
22. Consumer subscriptions and automatic renewal
When Laiske offers a Consumer subscription, trial conversion, continuity plan, membership, or other recurring-charge arrangement, the separate Subscription and Automatic Renewal Terms apply and Laiske will disclose the material terms before obtaining the Consumer’s billing information or consent.
The disclosure will include, as applicable:
• The amount charged
• Billing frequency
• Initial term
• Renewal term
• The date or event that causes billing to begin
• The duration of a free or discounted trial
• The price after a promotional period
• Automatic-renewal terms
• How to cancel
• The cancellation deadline
• Material usage limits; and
• Whether fees are refundable.
• Laiske will obtain the Consumer’s express informed consent before charging a recurring payment method.
The Consumer authorizes recurring charges only after giving that consent.
Laiske will provide a simple and reasonably accessible cancellation mechanism.
When required by applicable law, Laiske will provide renewal, trial-ending, price-change, or cancellation reminders.
Cancellation stops future recurring charges after the effective cancellation date.
Unless otherwise required by law or stated in the applicable offer:
• Cancellation does not retroactively refund charges already earned
• The Consumer may continue using the subscription through the end of the paid billing period
• Partial periods are not prorated
• Outstanding usage charges remain payable; and
• Previously purchased one-time services remain subject to their separate terms.
• Laiske may change subscription pricing prospectively after providing legally required notice.
The Consumer may reject a price increase by canceling before the new price becomes effective.
23. Free trials and introductory offers
A free trial or introductory offer will disclose:
• Its duration
• Eligibility requirements
• The price after it ends
• When the first charge occurs
• Whether it automatically converts
• How to cancel; and
• Any usage limits.
• A Consumer may be limited to one trial or introductory offer.
Laiske may deny or revoke an offer when it reasonably determines that the Consumer has attempted to obtain multiple trials through different names, accounts, payment methods, email addresses, devices, or other means.
24. Promotions and discount codes
Promotions are subject to their stated terms.
Unless expressly stated otherwise:
• Promotions have no cash value
• Promotions cannot be combined
• Promotions are limited to one per transaction
• Promotions apply only during the stated period
• Promotions may exclude certain products
• Promotions may be limited by location, account, or customer
• Promotions may not apply retroactively
• Promotions may be canceled for fraud, abuse, or error; and
• Returned products may reduce or eliminate a promotional discount.
• If an Order falls below a promotion’s eligibility threshold after a return, Laiske may recalculate the refund based on the remaining eligible purchase, to the extent permitted by law.
25. Gift cards and credits
Gift cards, promotional credits, account credits, and store credits are governed by the terms disclosed when issued.
Laiske will comply with applicable expiration, fee, redemption, and unclaimed-property laws.
Promotional credits may expire when permitted by law and clearly disclosed.
Gift cards and credits may not be:
Redeemed for cash except where required by law;
Resold without authorization;
Used to purchase prohibited products;
Replaced when lost or stolen unless required by law; or
Used in connection with fraud.
26. Reviews and Consumer content
If Laiske permits Consumers to submit reviews, photographs, comments, testimonials, questions, or other content, the Consumer represents that:
• The content is truthful
• The content reflects the Consumer’s genuine experience
• The Consumer owns or has permission to submit it
• It does not infringe another person’s rights
• It does not disclose confidential information
• It does not contain unlawful, threatening, fraudulent, defamatory, or obscene material; and
• Any material relationship, incentive, discount, or free product has been appropriately disclosed.
• The Consumer grants Laiske a nonexclusive, worldwide, royalty-free license to display, reproduce, format, distribute, and use the submitted content in connection with Laiske’s business and marketing, subject to applicable privacy law.
Laiske will not condition publication of a genuine review on whether it is positive.
Laiske may remove content that violates these Terms, is unrelated, contains personal data, appears fraudulent, or creates legal or security risk.
27. Resale restrictions
Consumer pricing and promotions are intended for end users.
A Consumer may not purchase products for unauthorized commercial resale, export, distribution, marketplace listing, or bulk redistribution.
Laiske may:
• Limit quantities
• Reject suspicious Orders
• Cancel duplicate Orders
• Restrict accounts
• Refuse promotional discounts
• Require a commercial agreement; or
• Take other reasonable steps to prevent unauthorized resale.
• This Section does not restrict lawful resale rights that cannot be waived.
28. Chargebacks and payment disputes
A Consumer retains all lawful rights to dispute an unauthorized or improper charge.
Before initiating a chargeback concerning a fulfillment, return, warranty, subscription, or service issue, the Consumer is encouraged to contact Laiske so that Laiske has a reasonable opportunity to resolve the matter.
The Consumer must not knowingly submit a false chargeback, claim that an authorized purchase was unauthorized, or retain both the purchased product and a reversed payment.
Laiske may provide transaction, delivery, account, communication, and acceptance records to the payment provider when responding to a chargeback.
29. Consumer account suspension and termination
Laiske may suspend or terminate a Consumer account or Service for:
• Nonpayment
• Fraud
• Chargeback abuse
• Security risk
• Illegal activity
• Harassment
• Violation of acceptable-use restrictions
• Unauthorized resale
• Repeated misuse of promotions
• Threats to Laiske personnel or systems; or
• Other material breach.
• When reasonably practical, Laiske will provide notice and an opportunity to correct the issue.
Immediate action may be taken when necessary to prevent fraud, security harm, unlawful activity, or danger.
Termination does not eliminate refund or access rights that the Consumer has under applicable law.
30. Consumer responsibility and limited indemnification
The broad business indemnification provisions in the Terms do not apply to a Consumer transaction.
To the extent permitted by law, a Consumer is responsible for loss directly resulting from the Consumer’s:
• Intentional unlawful conduct
• Fraud
• Knowing infringement of another person’s rights
• Unauthorized commercial use
• Malicious interference with the Services
• Introduction of malware
• Unauthorized access attempts; or
• Material breach causing a third-party claim against Laiske.
• A Consumer has no obligation to indemnify Laiske for Laiske’s own negligence, unlawful conduct, defective product, breach of warranty, or violation of consumer law.
31. Consumer limitation of liability
The exclusions and limitations elsewhere in the Terms apply to Consumers only to the maximum extent permitted by applicable law.
Nothing in these Terms excludes or limits liability for:
• Death or personal injury to the extent caused by conduct for which liability cannot lawfully be excluded
• Fraud or fraudulent misrepresentation
• Willful misconduct
• Gross negligence where it cannot lawfully be limited
• Product liability that cannot lawfully be limited
• Breach of an applicable written warranty
• Violation of nonwaivable consumer-protection law; or
• Any other liability that applicable law prohibits Laiske from excluding.
• For other claims, and to the maximum extent permitted by law, Laiske’s aggregate liability relating to a Consumer transaction will not exceed the greater of:
• The amount the Consumer paid Laiske for the specific product or Service giving rise to the claim; or
• One hundred United States dollars.
• Some jurisdictions do not permit certain limitations, so some or all of this Section may not apply to a particular Consumer.
32. Mandatory consumer rights
These Terms do not restrict any mandatory right concerning:
• Defective products
• Misdescribed products
• Undelivered products
• Unauthorized charges
• Written warranties
• Implied warranties
• Automatic renewals
• Cooling-off rights
• Privacy
• Data security
• Unfair or deceptive practices
• Product safety
• Accessibility; or
• Other consumer protections
• that cannot lawfully be restricted.
When these Terms provide less protection than mandatory law, mandatory law controls only to the extent of the conflict.
33. Consumer dispute-resolution notice
THIS CONSUMER SALES SUPPLEMENT CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. ARBITRATION REPLACES THE RIGHT TO HAVE MOST DISPUTES DECIDED IN COURT BY A JUDGE OR JURY. PLEASE READ SECTIONS 33 THROUGH 39 CAREFULLY. |
Master Terms Sections 80 through 88 do not govern Consumer disputes except to the extent expressly incorporated by this Supplement.
Before initiating arbitration, either party must provide a written dispute notice describing:
• The person or entity making the claim
• The applicable Order or account
• The facts supporting the claim
• The requested remedy; and
• Available supporting documentation.
The parties will attempt in good faith to resolve the dispute for at least thirty days.
34. Consumer arbitration
Except for excluded disputes, a dispute arising from or relating to a Consumer transaction, the Terms, a product, a subscription, the website, or the Services will be resolved through final and binding individual arbitration.
The Federal Arbitration Act governs this arbitration agreement. To the extent applicable and not preempted, the South Carolina Uniform Arbitration Act also applies.
Consumer arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules and Mediation Procedures then in effect. If the AAA declines or is unable to administer a dispute, the parties will attempt to select another nationally recognized consumer-arbitration provider that applies materially similar consumer due-process protections. If the parties cannot agree, a court with jurisdiction may appoint an administrator or arbitrator as permitted by law.
The arbitration may be conducted:
• Remotely
• By telephone
• Based on written submissions; or
• Through an in-person hearing reasonably accessible to the Consumer,
as permitted by the applicable rules.
The arbitrator may award the individual relief that a court could award under applicable law. The arbitrator must apply applicable statutes of limitation and substantive law and must issue a written reasoned award upon request.
Laiske will pay arbitration fees to the extent required by the AAA Consumer Arbitration Rules, the Consumer Due Process Protocol, or applicable law. Each party will ordinarily bear its own attorneys’ fees unless a statute, valid offer-of-judgment rule, sanction, or arbitration award permits recovery.
If Laiske makes a final written settlement offer before the arbitrator is selected and the Consumer obtains an award greater than that offer, Laiske will pay the greater of the award or one thousand dollars, plus any attorneys’ fees and costs that applicable law requires. This paragraph does not limit a greater statutory remedy.
35. Consumer arbitration exclusions
Either party may:
• Bring an eligible individual claim in small-claims court
• Seek temporary injunctive relief relating to account security, unauthorized access, intellectual property, or immediate safety concerns
• Report a matter to a government agency
• Participate in a government investigation; or
• Seek enforcement of an arbitration award.
• A Consumer is not prevented from contacting the Federal Trade Commission, a state attorney general, a consumer-protection agency, or another regulator.
36. Consumer class action waiver
TO THE EXTENT PERMITTED BY LAW, DISPUTES MUST BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY.
NEITHER LAISKE NOR THE CONSUMER MAY PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. |
The arbitrator may not combine claims belonging to different Consumers unless all affected parties consent in writing.
If a final court decision determines that the class-action waiver is unenforceable for a particular claim or remedy, that claim or remedy will proceed in court rather than class arbitration.
37. Consumer arbitration opt-out
A Consumer may opt out of arbitration by sending written notice within thirty days after first accepting the arbitration agreement.
The notice must include:
• The Consumer’s full name
• Mailing address
• Email address
• Order or account information; and
• A clear statement that the Consumer opts out of arbitration.
• The notice must be sent to:
Laiske LLC
Attention: Arbitration Opt-Out
[INSERT MAILING ADDRESS]
Email: [INSERT LEGAL EMAIL]
Opting out of arbitration does not affect the Consumer’s ability to purchase products or Services.
38. Consumer governing law
The Terms are generally governed by South Carolina law.
However, a Consumer retains the benefit of mandatory consumer-protection laws applicable in the Consumer’s state of residence when those laws cannot lawfully be waived by a contractual choice-of-law provision.
For a Consumer dispute that is not subject to arbitration, jurisdiction and venue will be determined according to applicable law.
A Consumer may bring an eligible claim in a small-claims court located in the Consumer’s county of residence or another court permitted by law.
39. Consumer claim period
A Consumer claim must be brought within the time permitted by applicable law.
Any shortened claim period stated elsewhere in the Terms applies to a Consumer only when it is lawful, reasonable, clearly disclosed, and enforceable in the Consumer’s jurisdiction.
40. Contact information
Consumer questions, cancellations, returns, warranty requests, privacy requests, or complaints may be sent to:
• Laiske LLC
• 6650 Rivers Ave. Ste 100, Charleston, SC 29406 US
Customer support: support@laiske.com
Returns: info@laiske.com
Billing: billing@laiske.com
Privacy: privacy@laiske.com
Legal notices: legal@laiske.com
Telephone: 843-284-6380
Website: https://laiske.com