Effective September 29, 2026
These Terms of Service ("Terms") govern your access to and use of the services, products and websites provided by LAPI LLC ("LAPI", "we", "us" or "our"). By accessing or using our services, you agree to be bound by these Terms. If you do not agree, do not use our services.
LAPI provides AI infrastructure, cybersecurity, data, development, integration and autonomous agent services to businesses and organisations ("Services"). The specific scope, deliverables and terms of each engagement are defined in a separate Statement of Work or service agreement between you and LAPI.
You must be at least 18 years old and have the legal authority to bind the organisation on whose behalf you are engaging with LAPI. By using our Services, you represent that you meet these requirements.
LAPI retains all rights, title and interest in and to the Services, including all software, models, pipelines, schemas, indexes, ranking models, methodologies, documentation and related intellectual property. Nothing in these Terms transfers ownership of our IP to you.
You retain all rights in and to the data you provide to us ("Your Data"). You grant LAPI a limited, non-exclusive licence to use Your Data solely as necessary to deliver the Services to you. We will not use Your Data to train models for other customers or for any purpose outside the scope of your engagement without your explicit consent.
Ownership of custom deliverables created specifically for your engagement is governed by the applicable Statement of Work. Where no Statement of Work specifies otherwise, custom configurations, integrations and trained models created for you are owned by you, and underlying tools, frameworks and reusable components remain ours.
Each party agrees to keep confidential any non-public information disclosed by the other party in connection with the Services. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. Confidentiality obligations survive termination of these Terms for a period of three years.
Fees for the Services are set out in the applicable Statement of Work or service agreement. Unless otherwise specified, invoices are due within 30 days of the invoice date. LAPI reserves the right to suspend Services for overdue accounts after written notice and a 15-day cure period.
These Terms remain in effect for as long as you use our Services. Either party may terminate an engagement as specified in the applicable Statement of Work. Where no termination provisions exist, either party may terminate with 30 days written notice. Upon termination, we will provide reasonable assistance in transitioning your data and systems, and you will pay any outstanding fees for Services delivered.
LAPI will perform the Services with reasonable skill and care consistent with industry standards. Except for this warranty, the Services are provided "as is" and "as available." We do not warrant that the Services will be uninterrupted, error-free or that AI systems will produce perfectly accurate outputs in all cases. To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement.
To the maximum extent permitted by law, LAPI's total liability arising out of or relating to these Terms or the Services will not exceed the fees paid by you to LAPI in the 12 months preceding the claim. Neither party will be liable for indirect, incidental, special, consequential or punitive damages, or loss of profits, data, business or goodwill, regardless of the theory of liability.
You agree to indemnify and hold harmless LAPI and its officers, employees and agents from any claims, damages, losses or expenses (including reasonable legal fees) arising from your use of the Services in violation of these Terms, your violation of applicable law, or your provision of data that infringes third-party rights.
Where the Services involve regulated data (such as PHI under HIPAA or personal data under GDPR), the parties will enter into the appropriate supplemental agreements (such as a Business Associate Agreement or Data Processing Addendum) as required by applicable law. These supplemental agreements are incorporated by reference into these Terms.
We may update these Terms from time to time. We will notify you of material changes by email or through the Services. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms. If you do not agree with any changes, you may terminate your use of the Services.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising under these Terms will be resolved exclusively in the state or federal courts located in Delaware.
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