Last Modified: September 18, 2023
LISThero Inc. (“Lazy AI”, “we”, “us”, and “our”), including our affiliates, subsidiaries, agents, representatives, successors and assigns, provides our website https://www.getlazy.ai and the services available therein (collectively, the “Services”) to you, the user of the Services (“you” or “your”), to create and monetize AI generated apps, use our marketplace, and provide Prompts (as defined in the Privacy Policy). Your use of the Services is subject to the following Terms of Use (these “Terms”). Certain other programs or services provided by us through linked websites or other channels may have additional terms and conditions regarding your use of those services, and nothing in these Terms is intended to modify such terms and conditions. YOU MAY NOT USE THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS.
We reserve the right to modify the Services and the rules and regulations governing its use at any time, including, without limitation, these Terms. We will provide written notice of any material modification to these Terms either through notice on the Services or the email address associated with your account. Modifications will be posted on our website and the “Last Modified” date at the top of these Terms will be revised. You understand and agree that if you use the Services after the date on which these Terms have changed, we will treat your use as acceptance of the updated Terms. We may make changes in the services and features provided on or through the Services at any time without prior notice to you.
You may provide Prompts to the Services, and receive output generated and returned by the Services based on such Prompts (“Output” and together with “Prompts”, “Content”). As between you and Lazy AI and to the extent permitted by applicable law, you own all Prompts. Subject to your compliance with these Terms, Lazy AI hereby assigns to you all Lazy AI’s right, title, and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication as long as you comply with these Terms. For the avoidance of doubt, upon termination of these Terms or your use of the Services, you may continue to use any Output.
You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms. Without limiting the restrictions set out in Section 4, below, you represent, warrant and covenant, as applicable that (i) the Prompts provided by you were not illegally obtained and are not illegal by nature (i.e., content that is deemed illegal or illegal per se) and (ii) you own the Prompts or possess a valid right or license to upload, transmit, or transfer the Prompts to the Services and doing so will not violate or misappropriate the rights of any third party.
Due to the nature of machine learning, Output may not be unique, and the Services may generate the same or similar output for other users of the Services. You may not falsely represent that any Output generated by the Services was human generated. Based on the Prompts you supply, the Services may generate Output (including apps and any functionality therein) that is similar to apps created by other users. Responses that are requested by and generated for other users are not considered your Content, regardless of their level of similarity.
Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. You should evaluate the accuracy of any Output as appropriate for your use case.
You will not: (i) decompile, reverse engineer, reverse assemble, translate, or otherwise take any action to derive or attempt to derive the source code of or underlying components of the Services or the models, algorithms, processes, or systems that support the Services; (ii) manipulate or otherwise display the Services by using framing, mirroring or similar navigational technology; (iii) use any robot, spider, scraper, crawler or other automatic method to access the Services or copy any content or information made available therein; (iv) remove, obscure, or alter any proprietary notices or markings displayed on or through the Services or any portion thereof (including any notice of copyright or trademark) of us, our affiliates, partners, suppliers or licensors, or any other user generated Content that you purchase or license through our marketplace; (v) modify, adapt or make any derivative work from the Services; (vi) use the Services in a way that infringes, misappropriates or otherwise violates any third party’s copyright, trademark or other proprietary rights; (vii) use the Services to promote or provide instructions for illegal activities; (viii) use the Services to perform, encourage or facilitate any conduct that would constitute a criminal offense or that gives rise to civil liability; (ix) use the Services (including using the Services to generate Content to disseminate (or enable the dissemination, distribution or proliferation of) viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware; (x) use the Output from the Services to develop models that compete with Lazy AI.
You will comply with any usage limitations or rate limits set by us in either these Terms or in other documents or policies which we may provide from time to time.
You must be at least 16 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services.
You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed by you in writing. Fees may include charges from our third-party vendors and providers, including, without limitation, costs we incur when processing any Prompts or generating, running, scaling, and, maintaining any Content (e.g., hosting, storage, compute, data transfer, and other infrastructure costs incurred by us on your behalf when creating and running your apps). We have the right to change the Fees charged to you at any time at our sole discretion. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis but may reasonably change the date on which the charge is posted. You authorize Lazy AI and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon invoice issuance. Payments are nonrefundable except as provided in this Agreement. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment, or additional evidence that we may reasonably require.
You may view a copy of our privacy policy here, Lazy AI Privacy Policy, which explains our practices relating to the collection and use of your information through or in connection with the Services. The Privacy Policy is incorporated into these Terms and governs our use of your information and/or any information you submit or otherwise make available to us in connection with the Services.
Certain features of the Services we provide may have additional and/or different sets of terms. These Terms may be superseded by other separate written agreements between you and us, but only to the extent such agreement specifically references these Terms and specifically states which set of terms control.
You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. If you provide any information that is untrue, inaccurate, non-current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then we have the right to terminate or suspend your account and your access to the Services.
You may be given access to Confidential Information of Lazy AI and its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. “Confidential Information” means nonpublic information that Lazy AI or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law, valid court order or other governmental authority if you give reasonable prior written notice to Lazy AI and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
THE SERVICES AND ALL CONTENT ARE PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY, OR REPLICABILITY OF THE SERVICES OR ANY CONTENT MADE AVAILABLE THROUGH THE SERVICES. YOU ARE RESPONSIBLE FOR VERIFYING ANY PROMPT YOU PROVIDE AND OUTPUT YOU OBTAIN FROM THE SERVICES BEFORE RELYING ON IT. USE OF THE SERVICES IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES OR ANY CONTENT WILL BE UNINTERRUPTED, COMPLETELY SECURE, VIRUS-FREE, ERROR-FREE, FLAWLESS, OR PROVIDING THE SAME PROMPT WILL RESULT IN THE SAME OR SIMILAR REPLICATED CONTENT. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13 BELOW, YOUR SOLE AND EXCLUSIVE REMEDY RELATING TO YOUR USE OF THE SERVICES SHALL BE TO DISCONTINUE USING THE SERVICES.
All trademarks, service marks and logos that are used or displayed on the Services are owned by us or our licensors. You must obtain our written permission prior to using any trademark or service mark of ours. Unauthorized use of any trademarks, service marks or logos used on the Services may be a violation of state, national and international trademark laws. Additionally, our custom icons, graphics, logos and scripting on the Services may be covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without our prior written permission.
We reserve the right to seek all remedies available at law and in equity (including suspending your account and blocking your access to the Services) for violations of the rules and policies governing your use of the Services, including these Terms. We may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, we reserve the right at all times to: (i) disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request; or (ii) edit, refuse to post or to remove any information or materials, in whole or in part, as applicable, in our sole discretion.
You agree to indemnify, defend, and hold us and our subsidiaries, affiliates, officers, agents, representatives, employees, contractors, subcontractors, partners and licensors harmless from and against any and all suits, actions, losses, claims, proceedings, demands, expenses, damages, settlements, judgments, injuries, liabilities, obligations, risks, and costs, including, without limitation, reasonable attorneys’ fees, due to or arising out of: (i) your use of the Services; (ii) your use of the Prompts, Output, and Content; (iii) your violation of these Terms; (iv) any Prompts, Output, or Content you provide; (vi) your negligence, fraud, or willful misconduct; (vii) your account; and/or (vi) your violation of any law or regulation or any rights of another. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY TO YOU, FOR ANY REASON AND UNDER ANY THEORY, WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE SERVICES, IF ANY, OR FIFTY UNITED STATES DOLLARS ($50.00) IF YOU HAVE NOT PAID ANY AMOUNT. BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO UNKNOWN OR UNSUSPECTED CLAIMS.
YOU EXPRESSLY WAIVE THE BENEFITS OF ANY LAW SIMILAR TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES THAT A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST AT THE TIME OF THE RELEASE, AND THAT IF KNOWN, WOULD HAVE MATERIALLY AFFECTED THE SETTLEMENT.
PLEASE NOTE THAT IN SOME JURISDICTIONS, EXCLUSIONS OF LIABILITY FOR CERTAIN TYPES OF DAMAGES MAY NOT BE PERMITTED. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing your use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may suspend your access to the Services and Content if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Lazy AI, you agree to try to resolve the dispute informally by contacting us as specified in the Contact Information section below with your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.
You and Lazy AI agree to resolve any past or present claims relating to these Terms, Services, or Content through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by contacting us as specified in the Contact Information section below within 30 days of agreeing to these arbitration terms or the relevant changes. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in Wilmington, Delaware or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR Services under its then-prevailing rules. All issues are for the arbitrator to decide, except a Delaware court has the authority to determine (i) the scope, enforceability, and arbitrability of this Section 16, including the mass filing procedures below, and (ii) whether you have complied with the pre-arbitration requirements in this section. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. This section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
Disputes must be brought on an individual basis only and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
If, at any time, 30 or more similar demands for arbitration are asserted against Lazy AI or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance, or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.
Some links in the Services may navigate you away from the Services or redirect you to other websites and/or applications, including those operated by third parties. The linked websites are not under our control, and the content available on sites linked to the Services does not necessarily reflect our opinion or imply our recommendation or endorsement of the linked website or the opinions expressed therein. We are not responsible for the privacy practices of any other websites. Please be aware that those websites may collect personally identifiable information (“PII”) from or about you as well as non-PII about your visit. You should review the terms of use and privacy policies that are posted on any website that you visit, before using any linked websites.
We are providing these links to other Internet sites as a convenience to you, and access to any other sites linked to the Services is at your own risk. We are under no obligation to maintain any link on the Services and we may remove a link at any time in our sole discretion for any reason whatsoever. We will not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such website or for any action you may take as a result of linking to any such website.
Except to the extent set forth in a separate agreement between you and us, there is no fiduciary relationship between you and us. These Terms do not create any relationship of principal and agent, partnership, joint venture, or employer and employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.
We reserve the right to actively monitor the use of the Services and use any information gathered during such monitoring for any permissible purpose under the Privacy Policy. Additionally, we may, at any time as we deem appropriate, remove any materials from the Services that, in our sole discretion, may be illegal, may subject us to liability, may violate these Terms, or are, in our sole discretion, inconsistent with our purpose for the Services.
When you visit the Services or send e-mails to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms.
The Services are operated by us from our offices within the United States of America. We make no representation that the information in the Services is appropriate or available for use in other locations, and access to the Services from territories where the contents of the Services may be illegal is prohibited. Those who choose to access the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws. By using the Services, regardless of where you live or are located in the world, you consent to these Terms and any claims relating to the information, services or products made available through the Services will be governed by the laws of the State of Delaware, U.S.A., excluding the application of its conflicts of law rules. You agree that the venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in New Castle County, Delaware. If any provision of these Terms will be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. We may assign these Terms or any part of them without restriction or condition. You may not assign or otherwise transfer these Terms or your rights under these Terms without our prior written consent and any assignment in violation of this prohibition will be null and void. Our failure to enforce the strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce such provision or any other provisions of these Terms. You agree that any third party claims you may have arising out of or related to your use of the Services or your relationship with us must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred. You agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
If you do not comply with these Terms, and Lazy AI does not take action right away, this does not mean Lazy AI is giving up any of our rights. Except as provided in Section 17, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
The Services and Content may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
These Terms and any policies incorporated in these Terms contain the entire agreement between you and Lazy AI regarding the use of the Services and Content, other than any service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Lazy AI on that subject.
If you have any questions or concerns, you can contact us via:
Email: help@getlazy.ai
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