Terms and Conditions

1. Introduction

Welcome to Lapis Research Inc. (“Lapis,” “Lapis Research,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your access to and use of our website at lapistech.io and our web platform at app.lapis.tech (collectively, the “Platform”), along with all related services (collectively, the “Services”).

By accessing or using our Platform, you agree to be bound by these Terms. If you do not agree to these Terms, do not access or use our Services.

2. Description of Services

Lapis provides project management software designed specifically for research teams. Our Platform allows users to manage tasks, collaborate with team members, store files, work with spreadsheets, and utilize AI-powered features to enhance research productivity.

3. Eligibility and Account Registration

3.1 Age Requirement

You must be at least 16 years of age to use our Platform. By using our Services, you represent and warrant that you are at least 16 years old.

3.2 Account Creation

To access certain features of our Platform, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your account credentials
• Immediately notify us of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

3.3 Account Types

We offer multiple service tiers, including:

• Pilot Tier: A free tier with limited features
• Paid Tiers: Subscription-based tiers with enhanced features and capabilities

4. Acceptable Use Policy

4.1 Permitted Use

You may use our Platform solely for lawful purposes and in accordance with these Terms. Our Platform is intended for professional and research team collaboration.

4.2 Prohibited Activities

You agree NOT to:

• Violate any law, regulation, or court order
• Infringe any intellectual property rights or privacy rights of others
• Stalk, harass, threaten, or harm another individual
• Impersonate any person or entity
• Create a conflict of interest or undermine the purposes of the Services (such as writing fake reviews or engaging in fraudulent activity)
• Interfere with or disrupt the Platform or connected servers or networks
• Use data mining, robots, scrapers, or similar data gathering or extraction methods
• Attempt to gain unauthorized access to the Platform, user accounts, or related systems
• Harvest or collect email addresses or other contact information of other users
• Upload, transmit, or store any content that contains viruses, malware, or other harmful code
• Use the Platform to store, process, or transmit any data subject to HIPAA (Health Insurance Portability and Accountability Act) or PHIPA (Personal Health Information Protection Act), or data subject to FISMA (Federal Information Security Management Act) requirements
• Use the Platform for any illegal purpose or to facilitate illegal activities
• Reverse engineer, decompile, or disassemble any portion of the Platform
• Remove, alter, or obscure any proprietary notices on the Platform

4.3 Enforcement

We reserve the right to investigate and take appropriate action against anyone who violates these Terms, including removing content, suspending or terminating accounts, and reporting illegal activity to law enforcement authorities.

5. Artificial Intelligence and Machine Learning Features

5.1 AI-Powered Features

Our Platform incorporates artificial intelligence and machine learning technologies, including generative AI features, to enhance your research and project management experience.

5.2 Use at Your Own Risk

AI and machine learning outputs are provided for informational purposes only. You acknowledge and agree that:

• AI-generated content may contain errors, inaccuracies, or hallucinations
• You are solely responsible for verifying the accuracy and appropriateness of any AI-generated content before relying on it
• We make no warranties regarding the accuracy, completeness, or reliability of AI-generated outputs
• You should not rely solely on AI-generated content for critical decisions without independent verification
• AI features are provided “as is” without any guarantees of specific results or outcomes

6. User Content and Data

6.1 Your Content

You retain all ownership rights to the content, data, files, and materials you upload, create, or store on our Platform (“User Content”). By using our Platform, you grant us a limited license to host, store, process, and transmit your User Content solely to provide and improve our Services.

6.2 Privacy and Team Access

All User Content is private to your team or organization. We do not share your User Content with other users or third parties except as necessary to provide the Services or as required by law.

6.3 Responsibility for User Content

You are solely responsible for your User Content and the consequences of uploading or publishing it. You represent and warrant that:

• You own or have the necessary rights to use and authorize us to use your User Content
• Your User Content does not violate these Terms or any applicable laws
• Your User Content does not infringe or violate any third-party rights

6.4 Data Backup and Export

We implement reasonable backup procedures to protect against data loss. However, you acknowledge and agree that:

• We are not liable for any loss, corruption, or unauthorized access to your User Content
• You are responsible for maintaining your own backups of important data
• We do not guarantee the continuous availability or integrity of your User Content
• You use our data storage features at your own risk

You may request an export of your data by contacting us at engineering@lapistech.io. We will make reasonable efforts to provide your data export within thirty (30) days of your request, subject to technical and operational feasibility.

7. Third-Party Services and Integrations

7.1 Third-Party Processors

Our Platform utilizes various third-party service providers to deliver our Services, including but not limited to:

• Payment Processing: Stripe and other third-party payment processors
• Cloud Infrastructure: Supabase, Netlify, Amazon Web Services (AWS), Microsoft Azure
• Analytics: Google Analytics
• Email Services: MailerSend
• AI Services: OpenAI

7.2 Third-Party Terms

Your use of third-party services integrated with our Platform may be subject to additional terms and conditions imposed by those third parties. We are not responsible for the actions, policies, or content of third-party services.

7.3 No Endorsement

The inclusion of third-party services does not imply endorsement or recommendation by Lapis Research Inc.

8. Payment Terms and Subscriptions

8.1 Pricing

Subscription fees for paid tiers are displayed on our Platform and website. We reserve the right to modify our pricing with reasonable notice to existing subscribers.

8.2 Payment Processing

All payments are processed through third-party payment processors such as Stripe. You agree to provide accurate and complete payment information and authorize us to charge your payment method for all fees incurred. Your use of payment services is subject to the payment processor’s terms and conditions and privacy policy.

8.3 Subscription Billing

• Subscriptions are billed in advance on a monthly or annual basis, depending on your selected plan
• Subscriptions automatically renew unless cancelled before the renewal date
• You will be charged the then-current subscription fee upon each renewal

8.4 Cancellation and Refunds

• You may cancel your subscription at any time through your account settings
• No refunds will be provided for any subscription fees already paid
• Upon cancellation, you will retain access to paid features until the end of your current billing period (whether monthly or annual)
• After your billing period ends, your account will be downgraded to the free Pilot tier or your access may be restricted

8.5 Free Trial (if applicable)

If we offer a free trial, you may be required to provide payment information. You will be charged automatically when the trial period ends unless you cancel before the trial expires.

9. Intellectual Property Rights

9.1 Our Intellectual Property

The Platform and Services, including all software, designs, text, graphics, logos, icons, images, audio clips, and other content (excluding User Content), are owned by or licensed to Lapis Research Inc. and are protected by Canadian and international copyright, trademark, and other intellectual property laws.

9.2 Limited License

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes. This license does not include any rights to:

• Modify, copy, distribute, transmit, display, reproduce, or create derivative works from the Platform
• Use the Platform for commercial purposes outside of your authorized use
• Use any data mining, robots, or similar data gathering or extraction methods
• Sublicense, transfer, or assign your license to any third party

9.3 Trademarks

“Lapis,” “Lapis Research,” and our logos are trademarks of Lapis Research Inc. You may not use our trademarks without our prior written permission.

10. Privacy and Data Protection

Your privacy is important to us. Please review our Privacy Policy, which explains how we collect, use, and protect your personal information. By using our Services, you consent to our collection and use of personal data as described in our Privacy Policy.

11. Disclaimers and Limitation of Liability

11.1 No Warranties

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Services will be uninterrupted, timely, secure, or error-free
• Warranties regarding the accuracy, reliability, or completeness of any content or information
• Any warranties arising from course of dealing or usage of trade

11.2 No Uptime or Performance Guarantees

We do not guarantee any specific uptime percentage, response times, or service level agreements (SLAs). The Platform may be unavailable from time to time due to maintenance, updates, or circumstances beyond our control.

11.3 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LAPIS RESEARCH INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR:

• Any indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, use, goodwill, or other intangible losses
• Damages resulting from your access to or use of (or inability to access or use) the Services
• Damages resulting from any unauthorized access to or alteration of your User Content
• Damages resulting from any AI-generated content or outputs
• Damages resulting from any third-party conduct or content on the Platform
• Damages resulting from data loss, corruption, or security breaches

IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED CANADIAN DOLLARS ($100 CAD), WHICHEVER IS GREATER.

11.4 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Lapis Research Inc., its officers, directors, employees, agents, affiliates, and service providers from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from:

• Your use or misuse of the Platform or Services
• Your violation of these Terms
• Your violation of any rights of any third party
• Your User Content
• Any illegal activity or prohibited conduct under Section 4.2
• Any claim that your User Content caused damage to a third party

This indemnification obligation will survive the termination of these Terms and your use of the Services.

13. Termination

13.1 Termination by You

You may terminate your account at any time by cancelling your subscription or contacting us at engineering@lapistech.io.

13.2 Termination by Us

We reserve the right to suspend or terminate your access to the Platform immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Engaging in prohibited activities under Section 4.2
• Non-payment of subscription fees
• Fraudulent, abusive, or illegal activity
• Upon your request
• Discontinuation of the Services

13.3 Effect of Termination

Upon termination:

• Your right to access and use the Platform will immediately cease
• We may delete your account and User Content, though we may retain certain data as required by law or for legitimate business purposes
• You will remain responsible for all fees and charges incurred prior to termination
• Sections of these Terms that by their nature should survive termination will remain in effect

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

14.2 Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services (including any question regarding existence, validity, or termination) shall be resolved through binding arbitration in accordance with the Arbitration Act, 1991 (Ontario), except where prohibited by law for consumer contracts.

The arbitration shall be conducted in English in Toronto, Ontario, by a single arbitrator appointed in accordance with the rules of the ADR Institute of Canada. The arbitrator’s decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

14.3 Exceptions to Arbitration

Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights.

14.4 Class Action Waiver

TO THE EXTENT PERMITTED BY LAW, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

14.5 Jurisdiction

For any matters not subject to arbitration, you agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.

15. Changes to Terms

15.1 Right to Modify

We reserve the right to modify these Terms at any time. When we make changes, we will:

• Update the “Last Updated” date at the top of these Terms
• Provide notice of material changes by email to the address associated with your account
• Provide at least seven (7) days’ notice before the changes take effect

15.2 Acceptance of Changes

Your continued use of the Platform after changes take effect constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Services and cancel your account.

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Lapis Research Inc. regarding the Services and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to reflect the parties’ intention to the greatest extent permitted by law.

16.3 Waiver

Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing.

16.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

16.5 No Agency

Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between you and Lapis Research Inc.

16.6 Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, or governmental actions.

16.7 Language

These Terms have been prepared in English. In the event of any conflict between the English version and any translation, the English version shall prevail.

17. Contact Information

If you have any questions about these Terms, please contact us at:

Lapis Research Inc.

Email: engineering@lapistech.io

Website: lapistech.io

By using our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.