Terms of Service

These Terms of Service ("Terms") govern access to and use of the websites, apps, software, APIs, documentation, AI features, agent runtime, and services provided by Lyberty Labs FZCO d/b/a Lyberty ("Lyberty," "we," "us," or "our") (collectively, the "Services"). The Services are intended for business and professional use and are not intended for personal, household, or consumer use. By creating an account, accepting an order form, clicking to accept, or using the Services, you agree to these Terms on behalf of yourself or, if you are acting for a company or other entity, on behalf of that entity. If you accept these Terms for an entity, you represent that you have authority to bind that entity, and "Customer" or "you" means that entity.

If you do not agree to these Terms, do not use the Services.

Nothing in these Terms limits rights that cannot be waived under applicable law.

Written authorizations

For these Terms, the DPA, the Privacy Policy, and the AUP, "Lyberty Written Authorization" means an authorization that expressly references the restricted use, data category, feature, or legal clause being approved and is either: (a) an order form, signed addendum, statement of work, business associate agreement, DPA exhibit, or other agreement signed by an authorized Lyberty representative; or (b) for non-material operational approvals only, an email from legal@lyberty.ai, privacy@lyberty.ai, or another @lyberty.ai address expressly designated by Lyberty for that approval type.

Product UI text, documentation, support articles, chat messages, AI-generated responses, automated responses, in-product notices, Slack or Discord messages, direct messages, sales statements, and support suggestions do not constitute Lyberty Written Authorization unless they expressly say they are Lyberty Written Authorization and are confirmed through one of the channels above. Restricted Data, children's data, HIPAA/PHI processing, biometric identification data, and high-risk AI use require a signed addendum, order form, business associate agreement, DPA exhibit, or other executed agreement; ordinary email approval is not sufficient for those categories.

1. The Services

1.1 Description

Lyberty provides a graph-centered execution runtime for venture building and scaling. The Services help customers model business objects and relationships, connect operational systems, collect and reconcile first-party site and event data, run analytics and experiments, coordinate workflows and approvals, generate and review AI-assisted outputs, manage artifacts and operational records, and publish or synchronize customer-approved changes to customer-selected destinations.

1.2 Service evolution

We may update, improve, add, remove, or change features, integrations, models, providers, and workflows at any time. We will not materially degrade the paid core functionality during a current subscription term without providing a commercially reasonable alternative or remedy.

1.3 Beta features

To the maximum extent permitted by law, features marked alpha, beta, preview, experimental, early access, "labs," or similar ("Beta Features") are provided "AS IS" and "AS AVAILABLE," may be changed or discontinued at any time without notice, and may be subject to additional limits. Beta Features are provided without service-level commitments or warranties of accuracy, availability, reliability, or fitness for a particular purpose. Lyberty's liability for Beta Features is excluded except to the extent liability cannot be excluded under applicable law, including liability arising from Lyberty's fraud, willful misconduct, or breach of confidentiality, data-protection, or security obligations that apply under these Terms or the DPA.

1.4 Availability

Unless an executed order form expressly states otherwise, the Services are provided without a service-level commitment. Lyberty operates the Services on commercially reasonable efforts and does not warrant uninterrupted or error-free operation.

2. Accounts and eligibility

• You must be at least 18 years old and legally capable of forming a binding contract.
• You must provide accurate account information and keep it current.
• You are responsible for all activity under your accounts, credentials, API keys, tokens, and connected systems.
• You must use industry-standard credential hygiene, including secret rotation, MFA where supported, and least-privilege role assignment.
• You must promptly notify us of any suspected unauthorized use, credential compromise, or security incident affecting your account.

3. Customer data, privacy, and data protection

• Customer Personal Data. Personal data you submit, connect, upload, collect, or instruct us to process through the Services is governed by the Data Processing Addendum, which is incorporated into these Terms by reference.
• Service Data. We process account, billing, telemetry, security, support, and product data as described in the Privacy Policy.
• Customer Content. You retain all rights, title, and interest in Customer Content. You grant Lyberty a non-exclusive, worldwide, royalty-free, sublicensable (to subprocessors) license to host, copy, process, transmit, display, transform, analyze, and create derivative operational records from Customer Content solely to provide, secure, support, monitor, and improve the Services and as otherwise permitted by these Terms, the DPA, and your instructions. "Improve the Services" means using Customer Content and Customer Personal Data only to maintain, debug, secure, operate, measure, and enhance the functionality, reliability, safety, performance, and user experience of the Services for Customer and similarly situated customers. It does not include training, fine-tuning, or otherwise improving general-purpose AI models or foundation models for use by other customers, unless Customer expressly opts in under a separate written agreement. The license terminates when Customer Content is deleted, except for backups, audit logs, and immutable records that persist for the limited periods described in the DPA.
• Aggregated and de-identified telemetry. Lyberty may use aggregated or de-identified telemetry derived from use of the Services for analytics, benchmarking, reliability, security, capacity planning, and product development, provided such data does not identify Customer, Customer's users, or any individual and is not reasonably capable of re-identification.
• Human access. Lyberty personnel will not access Customer Content except as necessary to provide support requested by Customer, investigate security or abuse issues, comply with law, maintain the Services, or as otherwise authorized by Customer. Access is logged and limited to personnel with a need to know.
• Restricted Data. You will not submit special-category personal data (GDPR Art. 9), biometric data used for identification, children's data, payment-card numbers (PAN), financial-account credentials, full government-issued identifiers, health or medical records, criminal-offense data, or other highly regulated data ("Restricted Data") unless Lyberty Written Authorization in a signed addendum, order form, business associate agreement, DPA exhibit, or other executed agreement expressly authorizes the specific Restricted Data category and safeguards. Lyberty may use automated and manual controls designed to detect, block, quarantine, or remove Restricted Data, but Lyberty does not guarantee detection of all Restricted Data. If you become aware that Restricted Data has been submitted without Lyberty Written Authorization, you must promptly notify Lyberty, stop further submission, and cooperate in remediation, deletion, isolation, and required notices. You bear sole responsibility for any consequences of submitting Restricted Data in breach of this Section.

4. Integrations, tracking, and destinations

You may connect third-party systems such as advertising, analytics, commerce, CRM, finance, content, search, support, productivity, storage, and development platforms. You authorize Lyberty to use credentials, OAuth grants, API keys, webhooks, and permissions you provide to access, process, transmit, and synchronize data as needed to provide the Services.

Customer-configured tracking, SDKs, first-party measurement, pixels, session-replay, advertising, analytics, experiments, feature flags, destinations, and publishing workflows are Customer's responsibility. You must not enable them on any property unless you have implemented legally sufficient notices, consents, opt-outs, preference-signal handling, platform permissions, and instructions for the applicable jurisdiction and use case. You represent and warrant that each configuration you enable complies with applicable law and third-party platform terms. First-party measurement is designed to improve reliability and is subject to customer configuration, consent requirements, platform terms, and applicable law.

Lyberty may suspend, disable, or refuse any tracking, destination, integration, experiment, or synchronization configuration that Lyberty reasonably believes may violate applicable law, third-party platform terms, data-protection requirements, or user-consent preferences.

Third-party services are governed by their own terms. Lyberty is not responsible for outages, API changes, quota or rate limits, policy changes, deprecations, or actions of third-party services, except to the limited extent they are Lyberty subprocessors under the DPA.

5. AI outputs and automations

5.1 Nature of AI outputs

AI-generated content, recommendations, classifications, research, analysis, summaries, code, and tool outputs may be inaccurate, incomplete, biased, outdated, hallucinated, fabricated, or unsuitable for your use case. Outputs may resemble or include text, ideas, code, names, or images from training data without attribution. AI Outputs are not guaranteed to be unique, protectable, non-infringing, accurate, complete, or suitable for Customer's intended purpose. The Services do not provide legal, medical, financial, tax, accounting, employment, credit, insurance, housing, healthcare, education, or other professional advice.

5.2 Customer responsibility

You are solely responsible for human review, approval, publication decisions, destination actions, validation against authoritative sources, compliance with law and platform policies, AI-disclosure obligations, and any reliance on outputs. You must not present AI Outputs as reviewed, verified, endorsed, or approved by Lyberty unless Lyberty Written Authorization expressly says so. You must independently verify AI Outputs before using them in external communications, regulated activities, financial projections, legal documents, employment decisions, consumer-facing claims, or submissions to investors, regulators, courts, platforms, or counterparties. You must review generated code for security, functionality, third-party rights, and open-source license obligations before deployment. Where you enable automations, Lyberty may execute customer-configured actions such as workflow steps, experiment changes, publishing actions, routing updates, budget or creative operations, and destination synchronizations. You remain responsible for monitoring, pausing, and disabling automations when appropriate.

5.3 High-risk AI uses prohibited

You will not use the Services as the sole basis for decisions that produce legal or similarly significant effects on individuals, nor for any "high-risk" AI use regulated under the EU AI Act, the Colorado AI Act, NYC Local Law 144, the FTC's UDAP authority, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Americans with Disabilities Act, FERPA, HIPAA, or comparable laws — including hiring, performance evaluation, dismissal, credit, insurance, housing, education admissions or grading, healthcare diagnosis or triage, legal services, criminal-justice decisioning, biometric identification, or essential public services — unless Lyberty has expressly authorized that use in a signed addendum AND the required impact assessments, notices, opt-outs, human oversight, accuracy testing, bias testing, and regulator-facing safeguards are in place under your responsibility.

You represent and warrant that you will not use the Services for a prohibited high-risk AI use unless you have first submitted the use case through Lyberty's required intake process, received Lyberty Written Authorization in a signed addendum or other executed agreement, and implemented all required legal, technical, human-oversight, testing, notice, appeal, and governance measures. You must promptly notify Lyberty of any actual or suspected AI incident, complaint, regulatory inquiry, safety issue, discriminatory outcome, or material malfunction relating to your use of the Services in an AI workflow. Lyberty may require completion of a use-case questionnaire, risk assessment, or high-risk AI addendum before enabling or continuing any regulated AI use case.

5.4 No training on Customer Content

Lyberty will not use Customer Personal Data or Customer Content to train general-purpose AI models for other customers. Lyberty will contractually prohibit third-party AI model providers used as Lyberty Sub-processors from using Customer Personal Data or Customer Content to train their general-purpose models except where Customer expressly enables or authorizes that provider or feature under separate terms. Customer-selected third-party AI providers are governed by their respective terms incorporated through the Subprocessor list.

5.5 AI disclosure

Lyberty will comply with AI transparency, provenance, disclosure, and documentation obligations that apply directly to Lyberty in its role as a provider or deployer of the Services. Customer is responsible for obligations that apply to Customer's use, deployment, publication, or distribution of AI Outputs, including disclosures to Customer's end users where applicable law requires disclosure that content is AI-generated or that an individual is interacting with AI.

6. Acceptable use

You will not, and will not permit any user, customer, agent, contractor, employee, or third party acting on your behalf to:

• use the Services unlawfully or in violation of any third-party right;
• violate privacy, data protection, consumer protection, advertising, marketing, anti-spam (CAN-SPAM, CASL, ePrivacy/PECR), export, sanctions, intellectual-property, or platform rules;
• upload, route, transmit, or process Restricted Data without Lyberty Written Authorization in a signed addendum, order form, business associate agreement, DPA exhibit, or other executed agreement;
• deploy Lyberty technologies on websites, applications, or services directed to children, or where you have actual knowledge that children's personal data will be processed, unless a signed addendum authorizes that use and specifies required safeguards;
• send unsolicited bulk email, generate or distribute deceptive, defamatory, or harassing content, create fake reviews or endorsements, impersonate any person or entity, or engage in fraudulent advertising or astroturfing;
• generate, distribute, or facilitate non-consensual intimate imagery, child sexual abuse material, or content that exploits or endangers minors;
• generate, distribute, or facilitate content that incites violence, terrorism, self-harm, or illegal activity;
• use the Services to develop, deploy, or operate weapons systems, malware, surveillance products that violate applicable law, or unlawful biometric identification systems;
• probe, scan, attack, overload, denial-of-service, or otherwise disrupt the Services, our infrastructure, or our subprocessors;
• attempt to bypass security, authentication, rate limits, billing, access controls, consent controls, watermarks, content filters, or usage restrictions;
• decompile, disassemble, reverse engineer, or attempt to derive source code, algorithms, model weights, or trade secrets of the Services, except to the limited extent expressly permitted by mandatory law;
• scrape, crawl, or harvest non-public Lyberty materials or use the Services to scrape third-party properties in violation of those properties' terms;
• use outputs to mislead users about whether content is AI-generated where disclosure is required;
• use the Services to develop, train, or improve a competing product, service, or model using non-public Lyberty materials, benchmarks, or telemetry; or
• act in any way that creates a security, legal, regulatory, reputational, or platform-policy risk to Lyberty, our subprocessors, or other customers.

The full Acceptable Use Policy is at /legal/acceptable-use and is incorporated into these Terms.

7. Fees, taxes, and payment

Fees are set out in the applicable order form, plan, statement of work, or checkout flow. Unless expressly stated otherwise, fees are quoted in US dollars, payable in advance, non-cancellable, and non-refundable. You authorize Lyberty and its payment processor to charge fees and applicable taxes. You are responsible for all sales, use, value-added, withholding, excise, and similar taxes other than taxes based on Lyberty's net income. Late payments accrue interest at the lesser of 1.5% per month or the maximum permitted by law and may result in suspension after 10 days' written notice.

Fees are subject to annual increase on renewal at Lyberty's then-current rates with at least 30 days' written notice before the renewal term begins.

7.1 Billing integrity and anti-circumvention

Customer must not disable, block, alter, manipulate, obscure, or circumvent any usage, revenue, event, conversion, attribution, metering, billing, entitlement, or tracking mechanism used to operate, secure, measure, or bill for the Services. Customer must not submit false, incomplete, or misleading usage, revenue, conversion, attribution, or billing information, and must not configure integrations, tracking, SDKs, proxies, destinations, or data flows to avoid fees or reduce billable usage.

If Lyberty reasonably believes Customer has circumvented billing, usage, revenue tracking, entitlements, or metering, Lyberty may suspend the affected Services, require Customer to cooperate in a billing reconciliation, estimate usage or revenue based on available logs and reasonable records, invoice underpaid amounts at then-current rates or the applicable order-form rates, and require reimbursement of reasonable investigation, audit, collection, and recovery costs where material underpayment or intentional circumvention is found.

8. Confidentiality

Each party may receive non-public information of the other ("Confidential Information"). The receiving party will use at least the same degree of care it uses for its own confidential information, but no less than reasonable care, to protect Confidential Information and will use it only to perform under these Terms. Confidentiality obligations do not apply to information that is or becomes public through no fault of the recipient, was already known without restriction, was independently developed without reference to the Confidential Information, or was rightfully received from a third party without restriction. Confidentiality obligations survive termination for three (3) years, and indefinitely for trade secrets and Customer Personal Data.

9. Intellectual property

Lyberty and its licensors own all right, title, and interest in and to the Services, software, models, prompts, workflows, systems, design, documentation, and related intellectual property, including all derivatives, improvements, and aggregated, deidentified, or anonymized data derived from operation of the Services. "Lyberty Materials" include the Services, software, models, prompts, templates, playbooks, workflows, schemas, agents, system instructions, evaluation methods, benchmarks, scoring methods, product logic, generalized recommendations, documentation, know-how, and other materials or technology developed or provided by Lyberty, whether or not incorporated into an output. No rights are granted to Customer except as expressly stated in these Terms.

As between Customer and Lyberty, and subject to Customer's compliance with these Terms, Customer owns Customer Content and may use AI outputs, reports, summaries, analyses, generated documents, site pages, campaign materials, exported artifacts, and other deliverables generated specifically for Customer through the Services ("Customer-specific Outputs"). Lyberty assigns to Customer any right, title, and interest Lyberty may have in Customer-specific Outputs, if any, excluding Lyberty Materials. To the extent Lyberty Materials are included in Customer-specific Outputs, Lyberty grants Customer a non-exclusive, worldwide, royalty-free license to use those Lyberty Materials solely as incorporated in Customer-specific Outputs for Customer's internal business purposes and lawful external use of those Customer-specific Outputs. This license does not permit Customer to extract, copy, commercialize, resell, publish, disclose, or use Lyberty Materials separately from Customer-specific Outputs, to build or improve a competing product or service, or to reverse engineer the Services. This Section does not transfer ownership of the Services or Lyberty Materials.

Lyberty does not represent or warrant that AI outputs or Customer-specific Outputs are unique, non-infringing, registrable, protectable, or free from third-party rights. Customer is responsible for clearance, review, and compliance before using AI outputs or Customer-specific Outputs, including for trademarks, copyrights, publicity rights, confidentiality, open-source software, advertising, and regulated claims.

You may provide feedback, suggestions, or ideas about the Services ("Feedback"). You grant Lyberty a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, modify, create derivative works of, and exploit the Feedback for any purpose without restriction or obligation to you.

10. Publicity

Unless you opt out by emailing privacy@lyberty.ai, Lyberty may identify you as a customer using your name and logo on customer lists, on websites, and in presentations and marketing materials, consistent with your published brand guidelines.

11. Suspension and termination

11.1 Proportional suspension

Lyberty will use commercially reasonable efforts to make any suspension proportionate to the risk. Where practicable, Lyberty will limit suspension to the affected user, credential, integration, destination, automation, feature, workspace, data flow, or portion of the Services rather than suspending Customer's entire account.

Lyberty may suspend all access only where Lyberty reasonably believes narrower measures would be insufficient to prevent material harm, unlawful activity, security compromise, fraud, intentional billing or usage circumvention, risk to other customers, risk to the Services, violation of law, or continued access while undisputed overdue fees remain unpaid after the applicable cure period. Except in emergencies or where notice would increase risk, Lyberty will provide notice and a reasonable opportunity to cure before suspension. If immediate suspension is necessary, Lyberty will provide notice as soon as reasonably practicable and will work in good faith to restore access once the issue is resolved.

For nonpayment, Lyberty may suspend paid features or all access after the applicable cure period. During a payment suspension while undisputed overdue fees remain unpaid, Customer is not entitled to read-only access, export access, or continued access to Customer Content unless required by mandatory law or expressly covered by Lyberty Written Authorization. If undisputed overdue fees remain unpaid after repeated notices and at least thirty (30) days after suspension, Lyberty may terminate these Terms and close Customer's account.

11.2 Security abuse and misuse

Lyberty may immediately suspend or terminate access, disable affected credentials, preserve relevant logs and evidence, notify affected providers, customers, regulators, or law enforcement where appropriate, and seek injunctive or equitable relief if Lyberty reasonably believes Customer or its users have attempted unauthorized access, security testing without Lyberty Written Authorization, credential misuse, scraping, reverse engineering, interference with the Services, or circumvention of technical, billing, usage, revenue, consent, or access controls.

Good-faith security research conducted under Lyberty's published vulnerability disclosure policy or Lyberty Written Authorization, without data exfiltration, service disruption, privacy violations, persistence, or access to another customer's environment, is not prohibited by this Section.

11.3 Termination for cause

Either party may terminate these Terms for material breach not cured within thirty (30) days after written notice, except payment breaches may have a ten (10) day cure period. Lyberty may also terminate immediately if Customer becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases to do business.

11.4 Termination for convenience by Lyberty

Lyberty may terminate any free, trial, evaluation, or unpaid use at any time without cause and without liability.

11.5 Effect of termination

Upon termination: (i) your right to use the Services ends; (ii) Customer Personal Data is handled under the DPA and the Privacy Policy; (iii) any prepaid fees for unused, future periods are non-refundable except where Customer terminates for Lyberty's uncured material breach; (iv) Sections that by their nature should survive (definitions, fees accrued, IP, confidentiality, warranty disclaimers, indemnification, limitation of liability, governing law, dispute resolution, and this Section) survive termination.

12. Warranties and disclaimers

12.1 Mutual

Each party represents and warrants that it has authority to enter into these Terms and that its performance will not violate any other agreement.

12.2 Customer

Customer represents and warrants that (a) it has all rights, notices, consents, legal bases, opt-out mechanisms, preference-signal handling, and permissions needed for Customer Content, Customer Personal Data, integrations, tracking, destinations, and instructions; (b) its use of the Services will comply with all applicable laws, including data-protection, advertising, consumer-protection, sector-specific, AI, children's privacy, sanctions, and export laws; (c) it will not submit Restricted Data without Lyberty Written Authorization; (d) it will not use the Services for prohibited high-risk AI use without Lyberty's signed authorization and required safeguards; and (e) it has the right to grant the licenses in Section 3.

12.3 Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES, OUTPUTS, BETA FEATURES, INTEGRATIONS, AI OUTPUTS, AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LYBERTY AND ITS LICENSORS, AFFILIATES, AND SUBPROCESSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, UNINTERRUPTED OR ERROR-FREE OPERATION, COMPATIBILITY, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULT. LYBERTY DOES NOT WARRANT THAT AI OUTPUTS WILL BE ACCURATE, FREE OF HALLUCINATIONS, FREE OF BIAS, ORIGINAL, NON-INFRINGING, OR FIT FOR ANY REGULATED OR HIGH-STAKES PURPOSE.

Some jurisdictions do not allow exclusion of certain implied warranties; in those jurisdictions, exclusions apply to the maximum extent permitted by law.

13. Indemnification

13.1 By Customer

Customer will defend, indemnify, and hold harmless Lyberty, its affiliates, and their respective officers, directors, employees, agents, subprocessors, and licensors from and against any third-party claims, damages, fines, penalties, losses, settlements, judgments, and reasonable attorneys' fees and costs arising out of or related to: (a) Customer Content; (b) Customer Personal Data; (c) customer-configured tracking, integrations, destinations, prompts, instructions, automations, or AI use; (d) Customer's unlawful, unauthorized, or non-compliant use of the Services; (e) failure to obtain any required notice, consent, opt-out, or lawful basis; (f) third-party platform or marketplace disputes; (g) breach of Customer's representations, warranties, or obligations under these Terms or the AUP; or (h) acts or omissions of Customer's employees, agents, contractors, or end users.

13.2 By Lyberty

Subject to Section 13.3 and Section 14, Lyberty will defend Customer against third-party claims that Customer's authorized use of the unmodified Services as provided by Lyberty under these Terms infringes a valid US patent, copyright, or registered US trademark, and Lyberty will pay damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction or agreed to by Lyberty in settlement.

13.3 Lyberty exclusions

Lyberty's obligations in Section 13.2 do not apply to claims arising from: (a) Customer Content, Customer Personal Data, Customer prompts, or AI outputs; (b) customer configurations, integrations, destinations, or instructions; (c) combination of the Services with non-Lyberty products, services, or data; (d) Beta Features; (e) third-party services or open-source components; (f) modifications to the Services not made by Lyberty; (g) use of the Services after Lyberty has provided a non-infringing alternative or notice to discontinue; or (h) Customer's breach of these Terms.

13.4 Lyberty remedies

If Lyberty reasonably believes the Services infringe or misappropriate a third-party right, Lyberty may at its option (i) procure rights for Customer's continued use, (ii) modify the Services to be non-infringing while preserving substantially equivalent functionality, or (iii) terminate the affected feature or these Terms with a pro-rata refund of prepaid unused fees for the affected portion. Sections 13.2–13.4 state Lyberty's sole and exclusive obligation and Customer's sole and exclusive remedy for IP-infringement claims.

13.5 Procedure

The indemnified party will promptly notify the indemnifying party of the claim, provide reasonable cooperation at the indemnifying party's expense, and grant the indemnifying party sole control of the defense and settlement; provided that the indemnifying party will not enter into any settlement that imposes liability or obligations on the indemnified party without the indemnified party's prior written consent.

14. Limitation of liability

14.1 Exclusion of certain damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR LYBERTY'S AFFILIATES, SUBPROCESSORS, OR LICENSORS) WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR COVER DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, REPUTATION, OR ANTICIPATED SAVINGS; LOSS, INACCURACY, OR CORRUPTION OF DATA; LOSS OR INTERRUPTION OF USE; OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Aggregate cap

EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, FROM ALL CAUSES OF ACTION COMBINED (CONTRACT, TORT, STATUTORY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO LYBERTY UNDER THESE TERMS IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY OR (B) ONE HUNDRED US DOLLARS (US$100). FOR FREE, TRIAL, OR EVALUATION USE, LYBERTY'S TOTAL CUMULATIVE LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).

14.3 Carve-outs

The exclusions and caps in Sections 14.1 and 14.2 do not apply to: (a) Customer's payment obligations; (b) either party's confidentiality breach involving the other's Confidential Information; (c) Customer's indemnification obligations under Section 13.1; (d) Customer's breach of Section 6 (Acceptable Use) or Section 9 (Intellectual Property); (e) either party's gross negligence, willful misconduct, or fraud; or (f) liabilities that cannot be limited or excluded by mandatory applicable law (including death or personal injury caused by negligence, where applicable).

14.4 Allocation of risk

The parties acknowledge that the limitations in this Section reflect a reasonable allocation of risk and an essential basis of the bargain, that the fees would be substantially higher without them, and that they apply even if any limited remedy fails of its essential purpose.

15. Export, sanctions, and anti-corruption

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country, region, or territory subject to comprehensive embargo or sanctions (including, as of the effective date, Cuba, Iran, North Korea, Syria, the Crimea, Donetsk, and Luhansk regions of Ukraine), and you are not on any restricted-party, denied-persons, or specially-designated-nationals list maintained by the US Office of Foreign Assets Control, the US Department of Commerce, the EU, the UK, the UAE, or the UN. You will not use, export, re-export, or transfer the Services in violation of export-control or sanctions laws. You will not offer or accept any bribe, kickback, or improper payment in connection with the Services.

16. Force majeure

Neither party will be liable for failure or delay in performance (other than payment obligations) caused by acts beyond reasonable control, including acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, riot, civil unrest, embargo, sanctions, government action, labor disputes, internet or telecommunications outages, denial-of-service attacks, supply-chain disruptions, or third-party service or infrastructure failures. The affected party will use commercially reasonable efforts to resume performance.

17. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms with a revised effective date. Material changes will be notified by email to account administrators or in-product notice at least 30 days before they take effect, except where a shorter period is required for legal or security reasons. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If you do not accept the changes, you must stop using the Services and may terminate per Section 11.

18. Notices

Notices to Lyberty must be in writing and sent to privacy@lyberty.ai and, for legal notices, also by registered mail to Lyberty Labs FZCO, Premises Number 23201, IFZA Business Park, Dubai, UAE. Notices to Customer may be sent to the email address on Customer's account or via in-product notice. Notices are deemed received on delivery.

19. Assignment

You may not assign or transfer these Terms or any rights or obligations under them, whether by operation of law or otherwise, without Lyberty's prior written consent. Any purported assignment in breach is void. Lyberty may assign these Terms to an affiliate or in connection with a merger, acquisition, financing, reorganization, or sale of all or substantially all of the assets to which these Terms relate. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

20. Governing law and dispute resolution

These Terms are governed by the laws of the Dubai International Financial Centre (DIFC), without regard to conflict-of-laws principles. The DIFC Courts have exclusive jurisdiction, except either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or to enforce a payment obligation. The UN Convention on Contracts for the International Sale of Goods does not apply.

To the extent permitted by law, disputes will be resolved on an individual basis only; Customer waives the right to participate in a class, collective, or representative action.

21. General

If any provision is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will remain in full effect. No waiver is effective unless in writing and signed by the waiving party. Failure to enforce a provision is not a waiver. There are no third-party beneficiaries except Lyberty's affiliates, subprocessors, and licensors as expressly identified in Section 13. The relationship between the parties is that of independent contractors. The headings are for convenience only and do not affect interpretation. These Terms together with the applicable order form, the DPA, the Privacy Policy, the Acceptable Use Policy, and other policies referenced are the entire agreement and supersede all prior or contemporaneous agreements on the subject. Order of precedence (highest to lowest): (1) signed order form or master subscription agreement, (2) DPA and incorporated SCCs/IDTA for transfers they govern, (3) these Terms, (4) other referenced policies. SCCs and transfer addenda control for transfers they govern.

Contact

privacy@lyberty.ai Lyberty Labs FZCO Premises Number 23201, IFZA Business Park, Dubai, UAE