Terms of Service

Effective Date: 22 April 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you", "your") and Lisa ("Company", "we", "us", or "our") governing your access to and use of our web application, APIs, software, and any related services (collectively, the "Services"). BY ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.

2. Eligibility

You must be at least 18 years old and have the legal capacity to enter into this contract. You represent and warrant that you are not barred from using the Services under any applicable law.

3. Account Registration & Security

4. License Grant & Restrictions

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

4.1 Prohibited Conduct

5. User Content & License Back

"User Content" includes any text, images, prompts, data, or materials you upload, submit, or otherwise make available through the Services, including content generated via the Services' AI models.

You retain ownership of your User Content. By submitting User Content, you grant Company a worldwide, royalty-free, sublicensable, transferable license to host, store, use, reproduce, modify, create derivative works of, perform, display, and distribute such content solely to provide and improve the Services, to comply with legal obligations, and to enforce these Terms.

You represent that you have all rights necessary to grant the foregoing license and that your User Content does not infringe or violate any third-party right or applicable law.

6. Third-Party Services

The Services integrate with third parties such as Meta Platforms, Inc. (Facebook Marketing & Business APIs) and OpenAI, Anthropic, Blackforest Labs, Grok and Gemini APIs. We disclaim all responsibility for any third-party services. Your use of such services is governed solely by the third party's terms. We may change or discontinue integrations at any time without liability.

7. Fees & Payment

Access to certain features may require payment of fees. All fees are non-refundable unless required by law. We may change pricing upon 30 days' notice posted on the Services or emailed to you. You are responsible for all applicable taxes.

8. Intellectual Property

The Services, including all software, design, text, graphics, and Company trademarks, are owned by or licensed to Company and are protected by intellectual-property laws. Except for the limited license expressly granted in Section 4, no right, title, or interest is transferred to you.

9. Confidentiality

Any non-public information disclosed by Company is Company's confidential information. You will not disclose or use such information except as required to use the Services.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT ANY CONTENT (INCLUDING AI-GENERATED CONTENT) IS ACCURATE OR RELIABLE, OR THAT DEFECTS WILL BE CORRECTED.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR (B) USD 100.

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, GOODWILL, OR BUSINESS INTERRUPTION), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY. IN SUCH CASES, COMPANY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Indemnification

You agree to indemnify, defend, and hold harmless Company and its affiliates, directors, officers, employees, and agents from any claim, demand, suit, or investigation arising out of or relating to (a) your use or misuse of the Services, (b) your User Content, (c) your violation of these Terms or any law, or (d) your infringement or violation of any third-party right.

13. Termination

We may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including if we believe you violated these Terms. Upon termination, all licenses granted to you will cease, and Sections 5, 8-12, 15-18 survive.

14. Modifications to the Services

We reserve the right to modify, suspend, or discontinue the Services (in whole or in part) at any time without liability. We may also update these Terms from time to time. Continued use after changes become effective constitutes acceptance of the revised Terms.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of Brazil, without regard to conflicts-of-law principles. Any dispute shall be resolved exclusively by binding arbitration administered by the Associacao Comercial e Industrial de Florianopolis (ACIF) in Florianopolis, Santa Catarina. YOU AND COMPANY WAIVE ANY RIGHT TO A JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION.

16. Export Compliance & Sanctions

You may not use or access the Services if you are located in, or are a citizen or resident of, a jurisdiction subject to a U.S. Government embargo or are on any U.S. Government list of prohibited or restricted parties. You agree to comply with all applicable export-control and sanctions laws.

17. Entire Agreement; Severability

These Terms constitute the entire agreement between you and Company regarding the Services and supersede all prior agreements. If any provision is held invalid, the remaining provisions remain in full force, and the invalid provision will be interpreted to fulfill its intent to the maximum extent permitted.

18. Assignment

Company may assign these Terms without restriction. You may not assign or transfer any rights or obligations under these Terms without Company's prior written consent.

19. Contact

If you have questions about these Terms, contact us at legal@lisaff.com.