Terms of Service
Effective date: May 27, 2026 · Last updated: May 29, 2026 · Clearwater Digital LLC (operating as Lasair)
This Terms of Service Agreement ("Agreement") is entered into by and between Clearwater Digital LLC, a Nevis limited liability company operating as Lasair ("Lasair," "we," "us," or "our"), and the individual or entity accepting this Agreement ("Customer," "you," or "your"). By creating an account, downloading or installing the Software, purchasing Credits, or otherwise accessing or using the Services in any manner, you agree to be bound by this Agreement in its entirety.
If you are accessing or using the Services on behalf of your employer or another entity, you represent and warrant that you are duly authorized to accept this Agreement on behalf of that entity, and all references to "Customer," "you," or "your" shall refer to that entity. All activity under your account is attributed to you and your entity.
IMPORTANT: PLEASE READ CAREFULLY. Section 12 of this Agreement contains a binding arbitration agreement and class action waiver that requires most disputes to be resolved through individual arbitration rather than in court. Section 5.5 describes automatic subscription renewal. Section 4.2 describes responsible-use and compliance obligations. By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
1. Definitions
"Agreement" means this Terms of Service, any Order Forms, and any policies, addenda, or documents incorporated herein by reference, including the Privacy Policy at lasair.ai/privacy and the Subprocessor List at lasair.ai/subprocessors.
"Beta Services" means any features, products, or services designated as "alpha," "beta," "preview," "early access," "experimental," or similar terms.
"Credits" means the usage tokens purchased by Customer that are consumed each time an AI request is processed through the Services.
"Customer Data" means all data, content, images, text, or other information that Customer or its Users submit to or through the Services, including screen captures, queries, and any other inputs.
"Documentation" means user guides and help documentation for the Services made available at lasair.ai/help.
"Fees" means all amounts due for Credits, Subscription Plans, and any other paid features under this Agreement.
"Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, governmental actions, natural disasters, civil unrest, terrorism, infrastructure or telecommunications failures, or denial-of-service attacks.
"Free Services" means any Services or Credits provided by Lasair at no charge, including trial allocations.
"Lasair Materials" means all software, algorithms, systems, specifications, interfaces, documentation, content, and other materials created, owned, or licensed by Lasair in connection with the Services. Lasair Materials do not include Customer Data.
"Order Form" means any online order, purchase confirmation, subscription enrollment, or other ordering document referencing this Agreement.
"Platform" means Lasair's web-based portal through which Customers manage accounts, purchase Credits, and access Services-related features.
"Services" means the AI-powered assistance features, including the Software, Platform, and all associated capabilities provided by Lasair to Customer under this Agreement.
"Software" means the Lasair desktop application (including all updates and patches) made available for download by Lasair.
"Subscription Plan" means a recurring subscription providing a defined Credit allocation per billing period as described on Lasair's pricing page.
"Usage Data" means aggregated, anonymized, and de-identified diagnostic and operational data generated from the use and performance of the Platform and Services that does not permit identification of any Customer or User.
"Users" means individuals authorized by Customer to access or use the Services.
2. The Services
2.1 License Grant. Subject to this Agreement and payment of applicable Fees, Lasair grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable term solely for Customer's lawful personal or internal use in the form provided by Lasair.
2.2 Software License. Lasair grants Customer and its Users a limited, non-exclusive, non-transferable, non-sublicensable license to download and install the Software solely to use the Services as permitted herein. Customer consents to automatic Software updates. Certain open source components of the Software are governed by their respective open source licenses, which shall control with respect to those components.
2.3 Lasair Ownership. All right, title, and interest in and to the Services, Platform, Software, Usage Data, Lasair Materials, and Documentation, including all improvements, enhancements, derivatives, and associated intellectual property rights, belong exclusively to Lasair and its licensors. No rights are granted to Customer except as expressly stated in this Agreement. Lasair may use Usage Data solely to operate, maintain, secure, and improve its Services. Usage Data is fully de-identified and cannot be re-associated with any individual Customer or User.
2.4 Third-Party Integrations. The Services may interoperate with third-party products, services, or platforms ("Third-Party Products"). Lasair makes no representations or warranties regarding Third-Party Products and bears no responsibility for their availability, accuracy, or performance. Customer's use of any Third-Party Products is at its own risk and subject to the applicable third-party terms.
2.5 Free Services. Lasair may offer Free Services at its discretion. Free Services are subject to this Agreement, including all disclaimers and limitations of liability. Lasair may modify, limit, suspend, or terminate Free Services at any time without notice or liability. FREE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY, AND LASAIR'S MAXIMUM LIABILITY WITH RESPECT TO FREE SERVICES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
2.6 Beta Services. Lasair may make Beta Services available in its sole discretion. Beta Services: (a) may be modified or discontinued at any time without notice; (b) may be less reliable or available than generally available Services; (c) may not meet the same security standards as production Services; and (d) constitute Lasair's Confidential Information. BETA SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OR INDEMNIFICATION, AND LASAIR'S MAXIMUM LIABILITY WITH RESPECT TO BETA SERVICES SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).
3. Customer Data
3.1 Customer Ownership. Customer retains all right, title, and interest in and to Customer Data. Customer is solely responsible for the accuracy, quality, legality, and appropriateness of Customer Data. Customer represents and warrants that it has all necessary rights and permissions to submit Customer Data to the Services for use as described in this Agreement.
3.2 License to Customer Data. Customer grants Lasair a non-exclusive, worldwide, royalty-free license to access, process, store, transmit, and use Customer Data solely: (a) to provide and maintain the Services; (b) to diagnose and resolve technical or security issues; (c) as directed by Customer through use of the Services; and (d) as required by applicable law. Lasair does not use Customer Data — including screen captures, queries, or query responses — to train, fine-tune, or improve any artificial-intelligence or machine-learning model, whether our own or that of any third party. Lasair's agreements with the AI inference providers identified in our Subprocessor List likewise prohibit those providers from retaining or using Customer Data for training, model improvement, or any purpose other than producing the specific response requested.
3.3 Aggregate and De-Identified Data. Lasair may create anonymized, aggregated, and de-identified statistical data derived from the operation of the Services ("Aggregate Data"). Aggregate Data is irreversibly de-identified, contains no personal information, and cannot be used — alone or in combination with other data — to identify or re-identify any individual Customer, User, device, or account. Aggregate Data is owned by Lasair and may be used for any lawful business purpose, including improving the Services and publishing industry-level statistics. Aggregate Data does not include Customer Data, query content, or screen-capture content.
3.4 Security. Lasair will implement commercially reasonable technical and organizational safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. See our Privacy Policy at lasair.ai/privacy for details.
3.5 Prohibited Data. Customer shall not submit to the Services any data that: (a) is subject to heightened regulatory protection, including protected health information ("PHI") regulated by HIPAA, financial-account credentials, payment card data subject to PCI DSS, government-classified information, or biometric identifiers; (b) constitutes personal data of third parties without appropriate consent and legal basis; or (c) Customer does not have the right to disclose or process. Lasair is not a HIPAA "Covered Entity" or "Business Associate" and the Services are not designed to handle PHI. Lasair bears no responsibility for data submitted in violation of this restriction and may, upon discovery, refuse or delete such data without liability.
4. Restrictions, Responsibilities, and Responsible Use
4.1 Customer Restrictions. Customer shall not, and shall not permit any User or third party to:
- Copy, modify, distribute, sell, lease, sublicense, or create derivative works based on the Services or Lasair Materials;
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from the Software or any component of the Services, except to the extent expressly permitted by applicable law (including, for users in the European Union, the limited rights granted by Article 6 of Directive 2009/24/EC for the purpose of interoperability);
- Use the Services to build a competing product or service, or share access to or information about the Services with any direct competitor of Lasair;
- Access or use the Services without prior written consent of Lasair if Customer is or becomes a direct competitor;
- Use the Services to store or transmit content that is unlawful, harassing, defamatory, obscene, fraudulent, or otherwise objectionable;
- Use automated scripts, bots, crawlers, or other means to access or extract data from the Platform in an unauthorized manner;
- Interfere with or disrupt the integrity, security, or performance of the Services or their underlying infrastructure;
- Attempt to gain unauthorized access to any part of the Services, related systems, or networks;
- Circumvent, disable, or interfere with any security, access control, licensing, or device-binding feature of the Services;
- Use the Services in violation of any applicable law, regulation, or third-party right, including laws governing recording, interception, monitoring, or privacy;
- Use the Services from any jurisdiction subject to comprehensive U.S. trade sanctions or export restrictions;
- Remove, obscure, or alter any proprietary notices, trademarks, or branding within the Services;
- Attempt to probe, scan, or test the vulnerability of the Services or any related system without Lasair's prior written authorization.
4.2 Responsible Use and External Rules. The Services are powerful AI tools that can produce substantive answers, explanations, analyses, summaries, drafts, and other output in response to your queries. Customer is solely responsible for determining whether a particular use is permitted by the laws, contracts, workplace rules, platform terms, confidentiality obligations, institutional rules, professional standards, and other obligations that apply to Customer, its Users, and the content shown on screen.
If any applicable rule, contract, policy, platform term, confidentiality obligation, or other authority prohibits AI assistance, screen capture, disclosure, or automated processing in a particular context, Customer must not use the Services in that context.
- Use the Services to access, capture, transmit, or process content that Customer does not have the right or permission to use;
- Represent AI-assisted output as unaided work where doing so would be false, misleading, or prohibited by an applicable rule or duty;
- Use the Services on behalf of another person or organization in a way that constitutes impersonation, credential misuse, professional misrepresentation, or breach of duty;
- Share, publish, or distribute responses generated by the Services in violation of applicable law, confidentiality obligations, professional standards, platform rules, institutional policies, or third-party terms;
- Use the Services to create or facilitate fraud, harassment, unlawful surveillance, unauthorized monitoring, evasion of access controls, or other harmful conduct.
Lasair bears no responsibility for any business, professional, regulatory, contractual, institutional, or legal consequences arising from Customer's use of the Services in violation of applicable obligations. Lasair reserves the right to suspend or terminate accounts involved in confirmed violations of this section, forfeiting all associated Credits without refund except where required by applicable law. Lasair may, at its discretion, cooperate with valid legal process or lawful investigations involving confirmed violations.
4.3 Customer Responsibilities. Customer shall: (a) maintain accurate and complete account and billing information; (b) maintain the confidentiality of account credentials and promptly notify Lasair at support@lasair.ai of any unauthorized access or use; (c) ensure that all Users comply with this Agreement; (d) obtain all necessary consents, permissions, and licenses required for Customer's use of the Services, including any consents required in connection with screen content captured through the Software; and (e) comply with all applicable laws and regulations.
4.4 AI Features. The Services incorporate AI-powered features that analyze content and generate responses ("AI Features"). Customer acknowledges and agrees that: (a) AI Features may produce inaccurate, incomplete, outdated, misleading, or inappropriate outputs ("Output"); (b) Output does not constitute professional, legal, medical, financial, accounting, tax, engineering, educational, or other regulated advice, and Customer should consult a qualified professional before acting on any Output in a regulated context; (c) all decisions made in reliance on Output are made at Customer's sole risk; (d) Customer is solely responsible for independently reviewing and verifying Output before acting on it; and (e) Customer Data will be transmitted to and processed by the Services' AI infrastructure (including the third-party inference providers identified in the Subprocessor List) to generate Output. All Output is provided "AS IS" without warranty. Lasair disclaims all liability arising from Customer's use of or reliance on Output.
4.5 Device Registration. The Services require Customer's device to be registered and bound to Customer's account. Customer may only use the Services on the number of devices permitted by Customer's active Subscription Plan or Credit allocation. Any attempt to circumvent device limits or device registration is a material breach of this Agreement.
4.6 Age Requirement. The Services are available only to individuals who are at least thirteen (13) years of age. Customer represents and warrants that Customer is at least 13 years old. We do not knowingly permit any individual under 13 to use the Services or maintain an account.
5. Fees; Payment Terms
5.1 Credits. Access to AI Features requires Credits. Credits may be purchased as one-time packs or as part of a Subscription Plan as described on Lasair's pricing page. Credits are consumed at the time each AI request is processed. One-time Credit purchases expire thirty (30) days from the date of purchase unless otherwise specified. Credits included in Subscription Plans are subject to the terms of the applicable plan and do not carry over between billing periods unless otherwise specified. Expired or forfeited Credits are non-refundable.
5.2 Fees. Customer agrees to pay all applicable Fees as set forth on the pricing page or Order Form at the time of purchase. All Fees are quoted in U.S. dollars. Lasair reserves the right to modify pricing at any time; pricing changes apply to new purchases and future renewal periods and will not affect already-purchased Credits.
5.3 Taxes. All Fees are exclusive of applicable taxes, levies, duties, value-added tax, or similar governmental assessments. Customer is responsible for all such charges, excluding taxes based on Lasair's net income.
5.4 Payment. By providing a payment method, Customer authorizes Lasair (and its payment processor) to charge all applicable Fees to that payment method. Customer must keep billing information current. If any payment fails, Lasair may suspend access to the Services until payment is resolved.
5.5 Automatic Renewal. Subscription Plans automatically renew at the end of each billing period at the then-current rate unless Customer cancels before the renewal date. By subscribing, Customer expressly authorizes Lasair to charge Customer's payment method on file for each renewal period until Customer cancels. Customer may cancel at any time through the account dashboard or by contacting support@lasair.ai. Cancellation takes effect at the end of the current billing period; no pro-rated refunds are provided for the remaining period except as required by applicable law.
5.6 Refunds, Non-Refundability, and Statutory Cancellation Rights. Except as set forth in this Section 5.6 or as expressly required by applicable consumer-protection law, all Credit purchases and Subscription Fees are final and non-refundable. Credits consumed due to network errors, service interruptions, or Output that does not meet Customer's expectations are non-refundable. Unused Credits remaining upon account termination are forfeited without compensation.
If Customer is a consumer located in the European Union, the United Kingdom, or another jurisdiction granting a statutory right of withdrawal from distance digital-content contracts: Customer has the right to withdraw from a purchase within fourteen (14) days of the date of purchase without giving any reason, unless Customer has expressly consented to immediate performance of the Services and acknowledged the loss of the right of withdrawal upon such performance. By purchasing Credits or a Subscription Plan and beginning to use the Services before the expiration of the 14-day withdrawal period, Customer expressly consents to immediate performance and acknowledges that Customer will lose the right of withdrawal once performance has begun. If Customer has not used any Credits or otherwise begun to use the Services, Customer may exercise the right of withdrawal within 14 days by emailing support@lasair.ai with the subject "Withdrawal Request" and the email address associated with the account. Lasair will refund the purchase using the original payment method within fourteen (14) days of receiving a valid withdrawal request.
5.7 Chargebacks. Initiating a chargeback or payment dispute without first contacting Lasair at support@lasair.ai to attempt resolution constitutes a material breach of this Agreement and may result in immediate account suspension. Lasair reserves the right to dispute chargebacks, recover associated fees, losses, and chargeback penalties, and pursue any other remedies available under this Agreement or applicable law. Nothing in this section affects any non-waivable chargeback rights you may have with your card issuer or payment network.
5.8 Late Payment. Undisputed unpaid amounts accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Lasair may suspend the Services if any undisputed amounts remain unpaid for more than five (5) days following written notice.
6. Warranties and Disclaimers
6.1 Mutual Warranty. Each party represents and warrants that it has the full legal power and authority to enter into and perform this Agreement.
6.2 Customer Warranties. Customer represents and warrants that: (a) it will use the Services only for lawful purposes and in compliance with this Agreement; (b) it has obtained all required consents and permissions for any Customer Data submitted; (c) its use of the Services will not infringe any third-party intellectual property or other rights; and (d) it will comply with all applicable laws and regulations in connection with its use of the Services.
6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." LASAIR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. LASAIR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF BUGS OR VULNERABILITIES, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE. THE SERVICES DO NOT REPLACE THE JUDGMENT OF A QUALIFIED PROFESSIONAL, EDUCATOR, OR ADVISOR. CUSTOMER ASSUMES ALL RISK ARISING FROM USE OF THE SERVICES AND ANY OUTPUT.
Some jurisdictions do not permit the disclaimer of certain warranties. In such jurisdictions, the foregoing disclaimers apply only to the maximum extent permitted by applicable law, and Customer may have additional non-waivable statutory rights.
7. Confidential Information
7.1 Definition. "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential, including each party's business plans, technical information, product roadmaps, pricing, Customer Data, and the terms of this Agreement.
7.2 Obligations. The Receiving Party shall: (a) not use Confidential Information except as necessary to perform obligations or exercise rights under this Agreement; (b) not disclose Confidential Information to any third party except to personnel and authorized agents with a need to know who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using reasonable care, no less than the care it uses for its own confidential information of comparable sensitivity.
7.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach by the Receiving Party; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party provides prompt prior written notice and cooperates to seek protective relief.
8. Intellectual Property
The Services and all content, features, and functionality, including the Software, text, graphics, logos, interface designs, and the selection and arrangement thereof, are owned by Clearwater Digital LLC (a Nevis limited liability company) or its licensors and are protected by applicable intellectual property and other laws. This Agreement does not grant Customer any rights to Lasair's trademarks, service marks, trade names, or other brand features. Customer agrees not to remove, alter, or obscure any intellectual property notices in or on the Services.
9. Term and Termination
9.1 Term. This Agreement commences on the date Customer first accepts it (by account creation, software installation, or otherwise) and continues until terminated in accordance with this Agreement.
9.2 Termination for Cause. Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches this Agreement and fails to cure such breach within that period. Lasair may immediately terminate this Agreement if: (a) Customer breaches Section 4.1 or 4.2; or (b) Lasair determines in good faith that continued access poses a security, regulatory, or legal risk to Lasair, its other customers, or third parties.
9.3 Termination by Lasair. Lasair may suspend or terminate Customer's access to the Services with reasonable notice if: (a) Customer's use poses a security risk or harm to the Services, Lasair, or others; (b) Customer's account has been inactive for an extended period; (c) Lasair discontinues the Services; or (d) applicable law requires it.
9.4 Account Deletion by Customer. Customer may delete the account and request deletion of associated personal information at any time by emailing privacy@lasair.ai with the subject "Delete My Account." Lasair will delete the account and associated personal information within thirty (30) days, subject to the retention obligations described in the Privacy Policy.
9.5 Effect of Termination. Upon expiration or termination: (a) all licenses granted herein immediately terminate; (b) Customer must cease all use of the Services and Software; (c) any unused Credits are forfeited without refund unless otherwise required by applicable law; (d) Lasair may permanently delete Customer Data subject to applicable backup retention policies; and (e) provisions that by their nature should survive termination shall survive, including Sections 3, 4.1, 4.2, 6.3, 7, 8, 10, 11, and 12.
9.6 Data Retention. Following termination, Lasair may retain Customer Data in immutable backup systems for a limited period solely for disaster recovery and legal compliance purposes, after which such data shall be deleted, as further described in the Privacy Policy.
10. Indemnification
10.1 By Lasair. Lasair will defend Customer against any third-party claim alleging that Customer's authorized use of the Services (excluding Customer Data) directly infringes a valid U.S. patent, copyright, trademark, or trade secret, and will pay damages finally awarded against Customer in such claim. This indemnity does not apply to: (a) Customer Data; (b) Customer's modification of the Services; (c) use of the Services in combination with products not provided by Lasair; (d) Free Services or Beta Services; or (e) claims arising from Customer's violation of this Agreement.
10.2 By Customer. To the extent permitted by applicable law (and excluding obligations that cannot be imposed on a consumer under mandatory local law), Customer will defend, indemnify, and hold harmless Lasair and its officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, or expense (including reasonable attorneys' fees) arising from or related to: (a) Customer's breach of this Agreement; (b) Customer Data or Customer's use of any Output; (c) Customer's use of the Services in violation of applicable law; (d) any claim that Customer's screen content or use of the Software violated a third party's rights or applicable recording, monitoring, confidentiality, or privacy laws; or (e) any business, professional, regulatory, contractual, institutional, or legal consequence arising from Customer's use of the Services in violation of applicable obligations.
10.3 Procedure. The indemnified party must: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) reasonably cooperate. The indemnifying party may not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL THEORY ASSERTED.
LASAIR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO LASAIR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO: (A) DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; (C) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (D) CUSTOMER'S BREACH OF SECTION 4.1 OR 4.2; OR (E) ANY OTHER LIABILITY THAT CANNOT BE LAWFULLY EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Some jurisdictions do not permit the exclusion of certain warranties or limitation of certain types of liability, including limitation of liability for death or personal injury, gross negligence, or willful misconduct. In such jurisdictions, the foregoing limitations apply only to the maximum extent permitted by applicable law, and Customer may have additional non-waivable statutory rights.
12. Dispute Resolution and Arbitration
12.1 Good Faith Negotiation. The parties shall first attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the Services through good-faith negotiation for at least thirty (30) days following written notice of the dispute to the other party.
12.2 Binding Arbitration. If good-faith negotiations fail, any unresolved dispute (excluding claims that qualify for small claims court) shall be finally settled by binding individual arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures, conducted in the English language in the State of Delaware, before a single commercial arbitrator with substantial experience in technology and commercial contract disputes. Judgment on the award may be entered in any court of competent jurisdiction. JAMS Rules govern payment of all arbitration fees.
12.3 Class Action Waiver. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE, OR REPRESENTATIVE BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. YOU WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE, THE ENTIRE ARBITRATION PROVISION SHALL BE VOID AND OF NO EFFECT.
12.4 Opt-Out. Customer may opt out of this arbitration agreement by sending written notice to support@lasair.ai within thirty (30) days of first accepting this Agreement, including Customer's name, account email address, and a clear statement of intent to opt out. Opting out of arbitration does not affect the class action waiver.
12.5 Governing Law; Venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles. Any disputes not subject to arbitration shall be resolved exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction in those courts. This Section 12.5 does not deprive any consumer of the protection of mandatory provisions of the law of the country in which the consumer is habitually resident.
12.6 Confidentiality of Proceedings. All aspects of any arbitration proceeding, including any ruling, decision, or award, shall be strictly confidential for the benefit of all parties.
13. General Provisions
13.1 Notices. Notices to Lasair must be sent to support@lasair.ai. Notices to Customer will be sent to the email address associated with Customer's account. Notices are effective upon confirmed delivery.
13.2 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
13.3 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right. Remedies are cumulative and not exclusive.
13.4 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
13.5 Assignment. Customer may not assign this Agreement or any rights or obligations hereunder without Lasair's prior written consent. Lasair may assign this Agreement freely, including in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void and of no effect.
13.6 Subprocessors. Lasair may engage third-party subprocessors to assist in providing the Services, subject to confidentiality obligations consistent with this Agreement and the Privacy Policy. A current list of subprocessors is maintained at lasair.ai/subprocessors. Lasair remains responsible for the acts and omissions of such subprocessors in connection with the Services.
13.7 Force Majeure. Neither party shall be liable for delay or failure in performance caused by a Force Majeure Event, provided the affected party promptly notifies the other and uses commercially reasonable efforts to mitigate the impact. Payment obligations are not excused by Force Majeure Events.
13.8 Export Compliance. Customer represents that it is not listed on any U.S. government denied-party list and shall not access or use the Services in violation of any applicable export control laws or regulations.
13.9 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties and their permitted successors and assigns. No third party has any legal or equitable rights under this Agreement.
13.10 Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior negotiations, representations, and agreements. Lasair reserves the right to modify this Agreement at any time. Material changes will be communicated by posting the updated Agreement with a revised date and, where practicable, by email or in-product notice. Continued use of the Services following notice of any modification constitutes acceptance of the updated Agreement. If Customer objects to a modification, Customer's sole remedy is to stop using the Services and terminate this Agreement prior to the next renewal period. No terms on any Customer purchase order or other Customer documentation shall be incorporated into or form any part of this Agreement.
14. Contact
Clearwater Digital LLC (a Nevis limited liability company, operating as Lasair)
[REGISTERED ADDRESS — UPDATE BEFORE LAUNCH]
Legal and Terms inquiries: support@lasair.ai
Privacy inquiries: privacy@lasair.ai