TERMS OF SERVICE
LAST UPDATED: DECEMBER 17, 2025
1. INTRODUCTION:
These Terms of Service (these "Terms") govern access to and use of the websites, online services, software interfaces, and related materials made available by Lancea, PBC ("Lancea" or "we" or "us" or "the Company") (collectively, the "Platform" or the "Services"). These Terms apply to (a) any customer or entity that accesses or uses the Platform ("Customer" or "you"), and (b) all individuals Customer authorizes to access the Platform on its behalf ("Authorized Users").
If Customer has executed a Master Services Agreement or substantially similar written agreement with Lancea (an "MSA"), the MSA and any applicable Order Forms govern Customer's commercial relationship with Lancea and supersede these Terms to the extent of any conflict.
By accessing or using the Platform, Customer and its Authorized Users agree to be bound by these Terms. Lancea may update these Terms from time to time to reflect changes in our Services, applicable law, or our public-benefit obligations as a Delaware public-benefit corporation. Continued use of the Services after such updates constitutes acceptance of the revised Terms.
2. DEFINITIONS:
For purposes of these Terms, the following definitions apply. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in any applicable Order Form, Master Services Agreement, or Addenda.
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with, a party to these Terms. For purposes of the foregoing, "control" means ownership or the power to dispose of greater than fifty percent (50%) of any outstanding voting class of equity securities or interests in the subject entity.
"Authorized User" means an individual who is (i) an employee, officer, director, or bona fide contractor of Customer; (ii) designated and authorized by Customer to access and use the Services solely on Customer's behalf and for Customer's internal business purposes; and (iii) provisioned with unique login credentials by Customer or Lancea. Authorized User does not include any consultant, advisor, or contractor who provides services to multiple clients or who otherwise accesses the Services for the benefit of any third party.
"Claim" means a third-party claim or cause of action for which indemnification is sought.
"Customer Input(s)" means (i) data sources, to include third-party data sources, procured by Customer that is input into the SaaS Services by Customer's Authorized Users; (ii) business logic supplied by Customer for configuration or implementation of the SaaS Services; or (iii) context, direction, and other information Customer supplies for use of SaaS Services or approves for use in performing the Services.
"Data Source" means a data source or feed that is ingested and used by the SaaS Services to generate analytics and reporting.
"Deliverable" means any implementation or configuration, or any written documentation, custom Reports or materials, provided or developed by Lancea specifically for Customer pursuant to an Order Form for Professional Services.
"Derived Data" means data, information, learnings, insights, logs, statistics, models, analytics, or other materials that are generated, developed, or derived by or on behalf of Lancea in connection with the access to or use of the Services, including through processing, analyzing, aggregating, or de-identifying Customer Inputs or usage data, provided that such data has been aggregated, anonymized, or otherwise de-identified so that it cannot reasonably be used to identify Customer, any Authorized User, or any individual. Derived Data does not include Customer Inputs in identifiable form.
"Documentation" means any training or user manuals and other documentation for the SaaS Services which Lancea in its sole discretion chooses to make available electronically to Customer.
"Fee" or "Fees" shall mean fees charged for Services ordered by Customer as set forth in the applicable Order Form(s).
"Feedback" means any suggestions, comments, ideas, enhancements, recommendations, or other feedback relating to the Services or Lancea's technology.
"Force Majeure Event" means any event or circumstance beyond a party's reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disturbances, embargoes, government orders, failures of telecommunications or internet service provider, or other events of similar character that prevent or materially delay performance under these Terms. Force Majeure Events do not include economic hardship, changes in market conditions, and/or insufficiency of funds, including to the extent caused by or resulting from any of the circumstances described in this section.
"Insights" means advisory observations, analytical interpretations, strategic considerations, and contextual intelligence developed by Lancea in connection with the Services and often contained in a Deliverable.
"Internal Use" means use by Customer and its authorized personnel, consultants, and contractors solely for Customer's own operational, analytical, or strategic purposes in connection with the projects or initiatives described in the applicable Order Form. Internal use does not mean or authorize resale, sublicensing, or public redistribution.
"Order Form(s)" means the Lancea order document for Services signed by Lancea and countersigned or electronically accepted by Customer.
"Operational Use" means Customer's use of insights derived from Outputs or Deliverables to assist Customer in developing its own messaging, communications, strategies, or counter-narratives. Customer may incorporate insights into Customer-authored content, provided that the Outputs or Deliverables themselves are not disclosed, republished, quoted, or otherwise made available in a manner in which they can be identified as originating from Lancea.
"Output" means the analyses, intelligence, and/or Reports produced by any Services, including those produced by the SaaS Services or Professional Services as a result of processing Customer Inputs.
"Lancea Data" means data, content, or materials acquired, licensed, generated, or aggregated by Lancea from third-party or proprietary sources that Lancea uses to perform the Services.
"Lancea Materials" means all methodologies, frameworks, taxonomies, analytic processes, prompt architectures, templates, tooling, models, know-how, processes, scripts, formats, and other materials, information, or intellectual property owned, developed, or used by Lancea independently of the Services, or developed by Lancea outside the specific scope of an applicable Order Form.
"Renewal Services Term" shall mean an additional Services Term beyond the Initial Services Term for which an Order Form is renewed.
"SaaS Services" shall mean Lancea's proprietary cloud-based platform and applications consisting of artificial intelligence-based Internet research algorithms and tools for aggregating and interpreting data and generating insights, as described in an Order Form, and any and all updates, modifications, customizations, corrections or enhancements thereto.
"Security Incident" means any confirmed unauthorized access to or disclosure of Customer Confidential Information or Customer Inputs within its possession or control.
"Services" shall mean the provision of the Lancea website, access to SaaS Services, and/or the Support Services.
"Third-Party Data" means any data, content, feed, dataset, or information sourced, licensed, or obtained from third parties, including publicly available data, commercial data provider, or external data sources accessed by or through the Services.
"Use Audit" means a review conducted by Lancea to verify Customer's compliance with these Terms, including but not limited to use of the Services, Outputs, and Deliverables; compliance with license scope, user-access limits, data-use restrictions, and export-control obligations; and adherence to applicable laws or other regulatory requirements referenced herein. A Use Audit may include review of access logs, User activity, system interactions, and relevant Customer records directly related to use of the Services, provided that such audit is limited to what is reasonably necessary to confirm compliance.
3. ACCOUNTS:
3.1. Account Creation and Accuracy of Information. To access certain features of the Services, you may be required to create an account and provide registration information. You agree to provide accurate, current, and complete information and to keep such information updated at all times. You acknowledge that the Services may rely on information, context, or inputs you provide, and that Lancea is entitled to rely on such information without independent investigation. Lancea is not responsible for delays, errors, or inaccuracies resulting from incomplete, incorrect, or untimely information you provide. Lancea reserves the right to suspend or terminate your access if any information you provide is inaccurate, misleading, incomplete, or otherwise in violation of these Terms.
3.2. Authorized Users. Where applicable, access to the Services may be limited to individuals who qualify as "Authorized Users," meaning individuals who are designated and authorized by you to access and use the Services on your behalf. Authorized Users must use the Services solely for your internal business purposes and in compliance with these Terms. You are responsible for ensuring that all Authorized Users comply with these Terms, and you remain liable for all actions and omissions of anyone who accesses the Services under your account. You agree not to permit consultants, advisors, contractors, or any third parties to access the Services in a manner that would violate these Terms, circumvent user limitations, or use the Services for the benefit of any third party.
3.3. Account Security and Password Responsibilities. You are responsible for maintaining the security and confidentiality of your account credentials, including all usernames and passwords associated with your account or Authorized Users. You must immediately notify Lancea of any loss, theft, unauthorized access, or unauthorized use of any account credentials. You are solely responsible for all activity occurring under your account, regardless of whether you authorized such activity.
3.4. System Requirements. You are responsible for meeting the then-current hardware, operating system, browser and other technical requirements necessary to properly use and access the Platform. You agree to use commercially reasonable efforts (including appropriate system protections and up-to-date malware and virus-scanning tools) to ensure that your systems and credentials used to access the Services remain secure and free from malicious code. Lancea reserves the right to suspend or restrict access to the Services if it reasonably determines that your account has been compromised or that such suspension is necessary to protect the security, integrity, or availability of the Services, Lancea's systems, or other customers' data. Suspensions may remain in effect until the underlying issue is fully resolved.
3.5. Usage Metrics. Lancea may monitor your usage and bill you for any usage beyond the Usage Metrics specified in the applicable Order Form, provided that any such excess usage and associated Fees are calculated in accordance with the pricing and overage terms set forth in the applicable Order Form.
3.6. Responsibility for Customer Inputs. You are solely responsible for the legality, accuracy, quality, and content of all data, instructions, and other information you or any Authorized User submits to the Services ("Customer Inputs"). You represent and warrant that you have obtained all necessary rights, licenses, consents, and authorizations to provide such information to Lancea and to permit Lancea's use of such information as described in these Terms. You may not submit special-category personal data, classified information, or other restricted data without Lancea's express written consent. You are responsible for maintaining appropriate backups of your data outside the Services environment.
4. PERMITTED USE:
4.1. Limited, Revocable License. Subject to your continued compliance with these Terms and timely payment of any applicable fees, Lancea grants you a limited, worldwide, non-exclusive, non-transferable, fully paid-up right and revocable license for you and your Authorized Users to use the Services solely during the applicable Services Term and solely in accordance with these Terms. Your license shall be limited to the License Parameters specified by Lancea, including any usage limits, seat counts, data-access restrictions, or other parameters established for your account. If your use of the Services exceeds any License Parameters for any reason, you may be required to pay additional fees and Lancea may exercise any other rights or remedies to which it is entitled under the Terms or applicable law. Lancea reserves the right to revoke or suspend this license at any time for violation of these Terms, misuse of the Services, security or legal risks, or conduct inconsistent with Lancea's public-benefit mission.
4.2. Acceptable Use. You may use the Services, Outputs, and Deliverables solely for your own Internal Use or Operational Use, as those terms are defined herein. You may incorporate insights derived from Outputs into your own internal materials or strategies, provided that Outputs or Deliverables are not disclosed, republished, quoted, resold, or otherwise made available in raw, unmodified, machine-generated, or identifiable form. The Services are advisory and informational in nature, and you remain solely responsible for all communications, decisions, strategies, and outcomes informed by the Services, including for independently reviewing, validating, and approving all Deliverables or insights prior to use. Nothing in the Services constitutes legal, regulatory, political, or public-policy advice.
4.3. Cooperation and Proper Use of Inputs. You acknowledge that the Services may rely on data, assumptions, and direction supplied or approved by you, and Lancea is entitled to rely on such information without independent investigation. You are solely responsible for the legality, accuracy, quality, and content of all Customer Inputs and for obtaining all rights, licenses, and authorizations necessary for their use. You must not submit restricted, special-category, classified, or otherwise sensitive data without Lancea's express written consent.
4.4. Changes to the Services; No Service Levels. You acknowledge that the Services are an online, cloud-based platform and that the features and functionality of the Services may evolve over time. Lancea may, in its sole discretion, modify, enhance, update, discontinue, or otherwise make changes to any aspect or component of the Services (including interfaces, APIs, data sources, and features) at any time, provided that any such changes are made in a manner consistent with Lancea's obligations under any applicable MSA and Order Form. Lancea may deprecate or sunset APIs, integrations, or functionality upon reasonable notice where practicable, and may implement replacements, workarounds, or alternative solutions in its discretion. Lancea shall have no liability to you arising from any modification, suspension, or discontinuation of any part of the Services made in accordance with this Section 4.4. Unless expressly set forth in an applicable MSA or Order Form, Lancea does not provide, and you acknowledge that you do not rely on, any guarantees regarding uptime, availability, response times, support levels, or other service-level commitments with respect to the Services. Any service-level agreements, if applicable, are governed exclusively by the terms of an applicable MSA and/or Order Form and do not apply under these Terms by default.
5. PROHIBITED ACTIVITIES:You shall not, and shall ensure your Authorized Users do not:
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, except where such restriction is prohibited by applicable law.
Modify, translate, adapt, or create derivative works based on the Services.
Interfere with or disrupt the integrity, availability, or performance of the Services or any third-party data contained therein.
Attempt to gain unauthorized access to the Services or related systems or networks.
Probe, test, or attempt to derive or reconstruct model weights, parameters, prompts, features, architectures, workflow logic, or other system design elements of the Services.
Circumvent, disable, or otherwise interfere with any security-related features, rate limits, access controls, or usage-monitoring capabilities.
Scrape, harvest, extract, or index the Services or Outputs in any way not expressly authorized by Lancea.
License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit or make the Services available to any third party, except to Authorized Users in accordance with these Terms.
Use the Services, Outputs, or Deliverables to train, fine-tune, evaluate, benchmark, or improve any model, dataset, or service that is competitive with, or a substitute for, the Services.
Use the Services or Outputs for any purpose other than your own Internal Use or Operational Use.
Use the Services to store or transmit infringing, defamatory, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy rights.
Use the Services to store or transmit malware, viruses, or other malicious code.
Use the Services, data, Outputs, or Deliverables in any manner intended to manipulate or deceive the public, undermine democratic institutions, suppress lawful expression, or otherwise conflict with Lancea's public-benefit mission, including any use that may reasonably be perceived to facilitate knowingly false information (e.g., disinformation) or unlawful propaganda.
Use the Services in any manner that violates, attempts to evade, or would reasonably be expected to trigger obligations under:
The Foreign Agents Registration Act (FARA),
The Lobbying Disclosure Act (LDA), or
The Federal Election Campaign Act (FECA).
Customer shall not access, use, or distribute the Services in violation of applicable export-control, sanctions, or national-security laws, including the U.S. Export Administration Regulations and U.S. Department of Treasury sanctions programs. Without limitation, Customer shall not permit access to the Services:
In embargoed or comprehensively sanctioned jurisdictions;
By any person or entity listed on U.S. government denied-party or restricted-party lists; or
By any person prohibited from receiving U.S.-origin technology or services.
Exceed any License Parameters, seat counts, API limits, data-access limits, or usage thresholds established by Lancea.
Allow any individual or entity other than Authorized Users to use the Services, or permit any third party to benefit from your access to the Services;
Use the Services in connection with any safety-critical or high-risk activities where failure or inaccuracy could reasonably be expected to result in death, personal injury, catastrophic property damage, or environmental harm (including, but not limited to, medical diagnosis or treatment, aviation, nuclear facilities, or critical infrastructure)
6. FEES AND PAYMENT:
6.1. Fees. Fees for the Services will be set forth in an applicable Order Form or other written agreement between you and Lancea. You agree to pay all Fees specified in each Order Form. All Fees are based on the Services purchased and not on actual usage, unless the Order Form states otherwise. Except as expressly stated in an Order Form or required by law, all Fees are non-refundable. All Fees are quoted and payable in U.S. dollars, unless otherwise stated.
6.2. Invoicing and Payment. Unless otherwise specified in the Order Form:
We will invoice you for Fees in accordance with the billing schedule stated in the Order Form;
Invoices are due and payable within thirty (30) days of the invoice date;
Payments must be made using a valid payment method accepted by us; and
You are responsible for providing complete and accurate billing and contact information and for keeping that information updated.
If you believe an invoice is incorrect, you must notify us before the payment due date and provide documentation supporting the dispute. You must pay all undisputed amounts when due.
6.3. Late Payments. If any Fees are not paid when due, we may:
Charge interest on overdue amounts at 1.5% per month or the maximum rate permitted by law (whichever is lower);
Recover reasonable costs of collection, including legal fees; and
Suspend or terminate your access to the Services until all amounts are paid in full.
Suspension does not relieve you of your obligation to pay all past-due Fees.
6.4. Taxes. Fees do not include taxes, levies, duties, or similar governmental assessments, including VAT, sales tax, use tax, or withholding taxes ("Taxes"). You are responsible for paying all Taxes associated with your purchase of the Services, except for taxes based on our net income. If we are required to collect or pay Taxes on your behalf, those Taxes will be added to your invoice and must be paid by you.
7. TERM AND TERMINATION:
7.1. Term. These Terms apply from the moment you first access or use the website or Services and will continue until terminated as described below. If you or your Company have entered into a MSA and Order Form with us, then the term, renewal, and termination provisions of the MSA and the Order Form exclusively govern your access to any paid, project-based, or contractual Services.
7.2. Ending Your Use of the Services. You may stop using the website or Services at any time. Your decision to stop using the website or Service, however, does not terminate or modify any obligations under an MSA or applicable Order Form. Any such termination must occur in accordance with the terms of the MSA and the applicable Order Form.
7.3. Termination or Suspension. Subject to any contrary provisions in an MSA and applicable Order Forms, we may suspend or terminate your access to the website or Services, in whole or in part, at any time, with or without notice, if:
You violate these Terms, including any license restrictions or prohibited activities;
Your actions, in our sole discretion, create or reasonably threaten to create a security risk, operational risk, or legal liability;
Your use of the Services violates, or could reasonably be expected to violate, applicable law, including data-protection, sanctions, election, or communications laws;
Your usage exceeds permitted technical limits; or
We determine such action is necessary to maintain the integrity, security, or availability of the Services.
In the event we suspend your services, we will use reasonable efforts to restore access once the underlying issue is resolved.
7.4. Survival. The following sections survive termination of these Terms or your decision to stop using the Services: Intellectual Property; Privacy and Data Security; Warranties & Disclaimers; Limitations of Liability; Indemnification; Governing Law & Dispute Resolution; and, any other provisions that, by their nature or express terms, are intended to survive.
8. CONFIDENTIALITY:
"Confidential Information" means all non-public information disclosed by or on behalf of a Party ("Disclosing Party") to the other Party ("Receiving Party") in any form, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, product designs, data, trade secrets, pricing, financial information, technical information, processes, methods, know-how, customer and supplier lists, marketing materials, and the terms and existence of these Terms. For clarity, all Lancea Materials (including documentation, code, and models), the results of any benchmark or performance testing, and Lancea's pricing shall be deemed Lancea Confidential Information without the need for any marking or legend. Each Party (as the Receiving Party) shall: (i) use the Disclosing Party's Confidential Information solely to perform its obligations or exercise its rights under these Terms; (ii) not disclose such Confidential Information to any person except its own employees, contractors, or professional advisers who have a legitimate need to know for the purposes of these Terms and are bound by confidentiality obligations at least as protective as those set forth herein; and, (iii) use at least the same degree of care in protecting the Disclosing Party's Confidential Information as it uses to protect its own confidential or proprietary information of like importance, but in no event less than a commercially reasonable degree of care; and (iv) be responsible for any unauthorized use or disclosure by its employees, contractors, or agents. Each Party acknowledges that a breach of this Section may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek equitable relief without the necessity of posting bond. The obligations in this Section shall survive for five (5) years after termination or expiration of these Terms, except with respect to trade secrets, which shall remain protected for so long as they constitute trade secrets under applicable law. The obligations in this Section shall not apply to information that the Receiving Party can demonstrate through contemporaneous written documentation: was already known to it at the time of disclosure without restriction; becomes publicly available through no wrongful act or omission of the Receiving Party; was rightfully received from a third party without restriction and without breach of any confidentiality obligation owed to the Disclosing Party; or was independently developed by the Receiving Party. If the Receiving Party is required by law, regulation, or valid judicial or governmental order to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall, to the extent legally permissible, provide the Disclosing Party with prompt written notice of such requirement and reasonably cooperate, at the Disclosing Party's expense, in seeking a protective order or other appropriate remedy. Each Party shall promptly notify the other upon becoming aware of any actual or suspected unauthorized access, use, disclosure, alteration, or loss of the other Party's Confidential Information within twenty-four (24) hours and shall cooperate with the other Party's reasonable requests in investigating and mitigating any such incident. Upon termination or expiration of these Terms, or upon the Disclosing Party's written request, the Receiving Party shall promptly return or destroy all copies of the Disclosing Party's Confidential Information, except that one archival copy may be retained solely for legal or compliance purposes, subject to ongoing confidentiality obligations.
9. INTELLECTUAL PROPERTY:
9.1 Ownership of the Services and Lancea Materials.As between you and Lancea, Lancea retains all right, title, and interest in and to the Services, Lancea Data, Lancea Materials, Derived Data, Documentation, and all software, models, algorithms, architectures, analytic methods, and other intellectual property used to provide or support the Services. Except as expressly provided in these Terms, no rights are granted by implication or otherwise under Lancea's intellectual-property or proprietary rights. "Lancea Materials" include all methodologies, frameworks, taxonomies, analytic processes, prompt architectures, templates, tooling, models, know-how, processes, scripts, formats, and other materials, information, or intellectual property owned, developed, or used by Lancea independently of the Services, or developed by Lancea outside the specific scope of an applicable Order Form. You acknowledge that you receive a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and Documentation solely as permitted under these Terms, and that all rights not expressly granted are reserved by Lancea.
9.2 Customer Inputs. You retain all right, title, and interest in and to the Customer Inputs you submit to the Services. You grant Lancea a non-exclusive, royalty-free, worldwide license to host, copy, transmit, display, and otherwise process Customer Inputs solely as necessary to:
Perform the Services and Lancea's obligations under these Terms;
Maintain, secure, and improve the Services; and
Comply with applicable laws.
You represent and warrant that you have obtained and will maintain all necessary rights, licenses, consents, and authorizations to provide Customer Inputs and to permit Lancea's use thereof. You are solely responsible for the legality, accuracy, quality, and content of Customer Inputs.
9.3 Outputs. Subject to these Terms and timely payment of all applicable Fees, Lancea grants you a revocable, non-exclusive, non-transferable, non-sublicensable, worldwide license during the applicable Services Term to access and use the Outputs solely for your Internal Use and Operational Use, as those terms are defined in the Section 2. You shall not:
Disclose, resell, redistribute, or otherwise make Outputs available in raw, unmodified, or machine-generated form,
Identify Lancea as the author or source of any Output, or
Use Outputs in any manner that reveals or attempts to derive Lancea's models, system logic, or analytical methods.
You may incorporate insights derived from Outputs into your own materials, provided such materials do not include Lancea Data or reveal Lancea's analytical methods. All Outputs are machine-assisted analytics subject to human interpretation, and you remain solely responsible for any operational or public activities informed by such Outputs.
9.4 Deliverables. Unless expressly designated otherwise, all Deliverables are licensed, not sold. Lancea grants you a non-exclusive, non-transferable, worldwide license during the applicable Services Term to use Deliverables solely for Internal Use and Operational Use. Lancea retains ownership of all pre-existing Lancea Materials and analytical methods embedded therein, and grants you a perpetual, royalty-free license to use those embedded elements solely as incorporated in the Deliverable. Deliverables may not be publicly redistributed, published, or otherwise disclosed in their original form without Lancea's prior written consent.
9.5 Derived Data. Lancea may generate, use, and retain Derived Data in connection with the Services. As between the parties, Lancea retains all right, title, and interest in and to Derived Data, including any insights, analytics, learnings, or improvements derived therefrom. Lancea may use Derived Data for lawful business purposes, including product improvement, analytics, benchmarking, research, security, fraud prevention, and model training, provided that such Derived Data does not identify you, any Authorized User, or any individual and does not disclose Customer Inputs in identifiable form.
9.6 Feedback. If you provide any suggestions, comments, ideas, enhancements, recommendations, or other Feedback relating to the Services or Lancea's technology, such Feedback is voluntary and may be used by Lancea without restriction, obligation, or compensation. Lancea shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit Feedback in any manner it sees fit, provided that Lancea does not publicly identify you as the source of the Feedback without your prior written consent.
10. PRIVACY AND DATA SECURITY:
10.1 Privacy Policy. Your use of the Services and Lancea's website is also governed by Lancea's Privacy Policy, which is incorporated by reference into these Terms. In the event of a conflict between these Terms and the Privacy Policy, these Terms control with respect to the provision and use of the Services, and the Privacy Policy controls with respect to the collection, use, and disclosure of personal data.
10.2 Customer Input Requirements. You are solely responsible for the legality, accuracy, quality, and content of all Customer Inputs. Unless otherwise expressly agreed to in writing, you must ensure Customer Inputs do not include:
Special-category personal data under the GDPR,
Classified information, or
Other restricted data,
You are responsible for maintaining rights and permissions necessary for Lancea to receive, process, and store Customer Inputs.
10.3 Lancea Data. The Services may include access to Lancea Data. As between the Parties, Lancea and its licensors retain all rights in Lancea Data. Lancea grants you a non-exclusive, non-transferable, revocable license to access and use Lancea Data solely through the Services and solely in connection with authorized use. You shall not copy, download, redistribute, or exploit Lancea Data outside the Services unless expressly authorized in writing.
10.4. Third-Party Services, Integrations, and Links. The Services may provide access to, or interoperate with, third-party products, applications, platforms, data sources, or websites ("Third-Party Services"). Your use of any Third-Party Services is governed solely by the terms, policies, and practices of the applicable third party, and you are responsible for complying with them. Lancea does not control, endorse, or assume any responsibility for Third-Party Services, including their availability, accuracy, security, or compliance with law. If you enable or use any Third-Party Services with the Platform:
You authorize Lancea to exchange data with the Third-Party Services as necessary to enable the integration;
Such Third-Party Services are provided "as is"; and
Lancea is not liable for any acts, omissions, data practices, or functionality of such Third-Party Services, including any loss, corruption, or unauthorized disclosure of data arising from their use.
The Platform may also contain links to third-party websites or resources. Lancea provides these links only as a convenience and does not endorse or assume responsibility for any third-party content or services. Your interactions with third parties are solely between you and the applicable third party. Lancea may modify, suspend, or discontinue integrations with Third-Party Services at any time for legal, technical, or business reasons.
10.5. Security Incidents. If Lancea becomes aware of a confirmed Security Incident involving Customer Inputs, Lancea will:
Notify you without undue delay;
Provide information reasonably necessary to assist you in meeting legal obligations; and
Take commercially reasonable steps to contain and remediate the incident.
10.6. Security Responsibilities. Lancea will use industry standard and commercially reasonable measures to protect your information. You are responsible for maintaining the security of your own systems, networks, and login credentials; ensuring Customer Inputs comply with these Terms; and maintaining appropriate backups of your data outside of Lancea's environment.
10.7. Data Retention and Deletion. Unless otherwise required by law, Lancea may retain Customer Inputs for up to thirty (30) days following termination of access. After that period, Lancea may delete Customer Inputs from active systems. Archival copies maintained for legal or business-continuity purposes remain subject to contractual confidentiality obligations.
11. WARRANTIES AND DISCLAIMERS:
11.1. Lancea Warranties. Lancea warrants to Customer that: Lancea has the legal power and authority to enter into these Terms; The SaaS Services, as delivered by Lancea to Customer, and provided that Customer exclusively uses the hosting environment provided by Lancea, will materially conform to the functional specifications as described in their then current Documentation during each Services Term (the "Functional Warranty"); however, notwithstanding the foregoing, the Functional Warranty does not apply to any failure or defect in the SaaS Services that results from (i) Customer's failure to maintain the proper production environment to access and use the SaaS Services or failure to cooperate in the setup and implementation of the SaaS Services as required by Lancea and these Terms, (ii) use of the SaaS Services in a manner or for a purpose not expressly permitted in these Terms or the Documentation, (iii) failures or improper use or configuration of Customer or third-party hardware, software, equipment or networks, or incorrect or invalid data submitted by Customer or Authorized Users, (iv) new data or functionality entered dynamically or through formal release process by Customer or third parties, or changes in or upgrades to operating systems or Data Sources, (v) any unavailability of Data Sources. Lancea warrants it will use commercially reasonable efforts, including commercially available virus scanning software, designed to ensure that the SaaS Services, as delivered by Lancea, will be free of any destructive devices such as Trojan horses, worms, or viruses commonly known within the software industry at the time of delivery.
11.2. Customer Warranties. Customer warrants to Lancea that: (i) Customer has the full legal power and authority to enter into and perform its obligations under these Terms; (ii) The Customer Inputs and Customer's use of the SaaS Services, Outputs, and Deliverables will not infringe, misappropriate, or otherwise violate the intellectual property, proprietary, privacy, or other rights of any third party; or violate any applicable law, regulation, or governmental order (iii) Customer will use commercially reasonable efforts, including up-to-date commercially available malware and virus-scanning tools, to ensure that all Customer Inputs are free from viruses, worms, Trojan horses, malicious code, or other harmful components; (iv) Customer has obtained, and will maintain throughout the Term, all necessary consents, rights, licenses, and authorizations required to provide the Customer Inputs to Lancea and to permit Lancea's use of the Services as contemplated under these Terms; (v) Customer shall perform its own human review and contextual evaluation of all Outputs and Deliverables prior to relying upon or incorporating them into any operational, strategic, or public-facing materials; (vi) Customer will not use the SaaS Services, Outputs, or Deliverables to generate or disseminate knowingly false information, targeted harassment, or other communications in violation of applicable law or; (vii) Customer represents that neither it nor any of its affiliates, agents, or end users is acting, directly or indirectly, on behalf of, or under the direction or control of, any "foreign principal" (as defined under the Foreign Agents Registration Act, 22 U.S.C. § 611 et seq.) in connection with its use of the SaaS Services, Outputs, or Deliverables.
11.3. Lancea Product Warranty Remedies. As Customer's sole and exclusive remedy, and Lancea's sole liability, for any breach of the Functional Warranty, Lancea shall take reasonable steps to correct or repair the SaaS Services so that they materially conform to the applicable Documentation. If Lancea determines that remediation is not commercially reasonable, Lancea may, at its option, (i) deliver a commercially reasonable workaround, or (ii) terminate the affected portion of the Services and refund to Customer any prepaid, unused Fees for the remainder of the then-current Services Term.
12. INDEMNIFICATION:
12.1. By Lancea. Lancea shall indemnify, defend, and hold harmless Customer from and against damages awarded by a court of competent jurisdiction in a final, non-appealable ruling, or amounts agreed in a Lancea-approved settlement, arising from a third-party Claim alleging:
the SaaS Services or the Documentation, when used by Customer as authorized under these Terms, infringe any United States patent, copyright, or trademark, or misappropriate any trade secret of such third party;
bodily injury, death, or property damage caused by Lancea's gross negligence or willful misconduct;
unauthorized or intentional disclosure of Customer's Confidential Information caused by Lancea's material breach.
12.2. By Customer. Customer shall defend, indemnify, and hold harmless Lancea, its Affiliates, and their respective officers, directors, employees, and agents (collectively, the "Lancea Indemnitees") from and against any claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim to the extent arising from:
Customer's Operational Use of any Deliverable, to the extent such use is undertaken by or on behalf of Customer or reasonably perceived as originating from Customer;
Any allegation that Customer's content, inputs, instructions, or use of the Services or Deliverables constitute libel, defamation, disparagement, or other similar reputational harm;
Any allegation that Customer's Inputs, or instructions infringe, misappropriate, or otherwise violate any intellectual property or proprietary rights of a third party;
Customer's intentional breach of its confidentiality obligations under these Terms; or
Customer's actions or directives that violate, or would require Lancea to register, disclose, or report under, any law governing political influence, election-related activity, or foreign-principal engagement, including without limitation the Foreign Agents Registration Act (22 U.S.C. § 611 et seq.), the Lobbying Disclosure Act (2 U.S.C. § 1601 et seq.), and the Federal Election Campaign Act (52 U.S.C. § 30101 et seq.).
12.3. Indemnification Process. Indemnification under this Section includes payment of all out-of-pocket damages, liabilities, fines, penalties, and customary costs and expenses (including reasonable attorneys' fees and expert-witness fees) incurred in connection with a covered Claim. The indemnified Party's right to indemnification is conditioned upon: (i) prompt written notice of the Claim; (ii) the indemnifying Party's sole control of the defense and settlement (provided that no settlement imposing non-monetary obligations on the indemnified Party shall be entered without its written consent, not to be unreasonably withheld); (iii) reasonable cooperation and access to relevant information, at the indemnifying Party's expense; and (iv) commercially reasonable efforts by the indemnified Party to mitigate any loss.
12.4. Infringement; Entire Liability. Should the SaaS Services or Documentation become, or in Lancea's reasonable opinion be likely to become, the subject of an infringement or misappropriation claim, Lancea may, at its option and expense, procure for Customer the right to continue using the affected items; replace or modify them to render them non-infringing without loss of substantial functionality; or, if neither option is commercially practicable, terminate the affected Order Form and refund Customer a pro-rated portion of any prepaid, unused Fees for the terminated Services Term. Lancea shall have no liability or obligation under this Section 12 for any claim based on use of the SaaS Services or Documentation in combination with products, data, or technology not supplied or approved by Lancea if the claim would not have arisen but for such combination; modification or alteration of the SaaS Services or Documentation by any person other than Lancea; Customer Inputs; Outputs; use of the SaaS Services or Documentation by any person other than Authorized Users; or use of the SaaS Services or Documentation for a purpose not contemplated or in violation of these Terms. This Section 12 states the entire liability of Lancea, and the sole and exclusive remedy of Customer, for any infringement or misappropriation of intellectual-property rights relating to the services, the documentation, or their use.
13. LIMITATIONS ON LIABILITY:
13.1. WARRANTY LIMITATIONS AND DISCLAIMERS. CUSTOMER ACKNOWLEDGES THAT THE SERVICES, OUTPUTS, AND DELIVERABLES INCORPORATE ARTIFICIAL-INTELLIGENCE AND MACHINE-LEARNING TECHNOLOGIES THAT RELY IN PART ON STATISTICAL INFERENCE, PUBLIC AND THIRD-PARTY DATA, AND EVOLVING MODEL BEHAVIOR. LANCEA DOES NOT REPRESENT OR WARRANT THAT ANY OUTPUT, DELIVERABLE, OR ANALYSIS WILL BE FREE FROM FACTUAL INACCURACIES, BIAS, OR OMISSIONS, OR THAT MODEL BEHAVIOR WILL REMAIN CONSISTENT OVER TIME. CUSTOMER FURTHER ACKNOWLEDGES THAT THE FIELD OF ARTIFICIAL INTELLIGENCE IS NASCENT AND RAPIDLY DEVELOPING, AND THAT LIMITATIONS INHERENT TO SUCH TECHNOLOGY MAY AFFECT THE ACCURACY OR RELIABILITY OF RESULTS. CUSTOMER IS SOLELY RESPONSIBLE FOR PERFORMING HUMAN REVIEW AND CONTEXTUAL VALIDATION OF ALL OUTPUTS AND DELIVERABLES PRIOR TO RELYING UPON OR INCORPORATING THEM INTO ANY OPERATIONAL, STRATEGIC, OR PUBLIC-FACING ACTIVITIES. THE SERVICES ARE INTENDED TO SUPPORT, NOT REPLACE, CUSTOMER'S INDEPENDENT ANALYSIS, JUDGMENT, AND DECISION-MAKING. LANCEA SHALL HAVE NO RESPONSIBILITY FOR THE MANNER IN WHICH CUSTOMER INTERPRETS OR APPLIES THE OUTPUTS OR DELIVERABLES. DELIVERABLES ARE ANALYTIC AND ADVISORY IN NATURE AND DO NOT CONSTITUTE LEGAL, REGULATORY, POLITICAL, OR PUBLIC-POLICY ADVICE. CUSTOMER AGREES THAT IT WILL NOT CONSTRUE OR RELY UPON THEM AS SUCH. CUSTOMER ACKNOWLEDGES THAT ANY PRE-RELEASE, PILOT, TRIAL, EVALUATION, OR BETA FEATURES OR FUNCTIONALITY (COLLECTIVELY, "BETA SERVICES") PROVIDED TO CUSTOMER ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE FUNCTIONAL WARRANTY SET FORTH IN THIS SECTION DOES NOT APPLY TO BETA SERVICES. LANCEA HAS NO OBLIGATION TO MAINTAIN, SUPPORT, OR CONTINUE PROVIDING ANY BETA SERVICES AND MAY MODIFY OR DISCONTINUE THEM AT ANY TIME IN ITS SOLE DISCRETION. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES, OUTPUTS, DELIVERABLES, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, LANCEA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR SYSTEM INTEGRATION.
13.2. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS, A PARTY'S INTENTIONAL BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, OR A BREACH BY CUSTOMER OF ANY LICENSE OR USE RESTRICTIONS SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER THESE TERMS OR OTHERWISE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, DATA, OR GOODWILL; LOSS OF USE; BUSINESS INTERRUPTION; OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SUCH PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
13.3. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 13.4, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL BE LIMITED AS FOLLOWS:
| Fees paid by Customer under the applicable Order Form(s) in the 12 months preceding the event giving rise to the claim | Liability Cap |
|---|---|
| Less than USD $100,000 | 110% of such Fees |
| USD $100,001 – $1,000,000 | Two (2) times such Fees |
| USD $1,000,001 or greater | Three (3) times such Fees |
FOR CLARITY, THE APPLICABLE ORDER FORM SHALL BE THE ONE UNDER WHICH THE SERVICES GIVING RISE TO THE CLAIM WERE PROVIDED, AND CLAIMS ARISING FROM SEPARATE ORDER FORMS SHALL BE SUBJECT TO SEPARATE CAPS.
13.4. UNLIMITED LIABILITY. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT A PARTY'S LIABILITY FOR (I) FRAUD OR FRAUDULENT MISREPRESENTATION; (II) DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; AND (III) CUSTOMER'S INDEMNIFICATION OBLIGATIONS EXPRESSLY SET FORTH IN SECTION 12.
13.5. MATERIAL PART OF THE AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY IN THIS SECTION 13 ARE A MATERIAL INDUCEMENT AND CONSIDERATION FOR LANCEA TO ENTER INTO THESE TERMS AND PROVIDE THE SERVICES AND RELATED MATERIALS AT THE STATED PRICING, AND SUCH PROVISIONS SHALL BE ENFORCED AS WRITTEN EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14. PUBLIC-BENEFIT REPORTING; AUDITS:
14.1. Public Benefit Reporting. Lancea is a Delaware public-benefit corporation and, as such, is required to balance (i) the pecuniary interests of its stockholders, (ii) the best interests of those materially affected by its conduct, and (iii) the specific public-benefit purpose set forth in its charter. Customer acknowledges that Lancea may prepare, file, and publish transparency reports, benefit statements, regulatory submissions, or similar disclosures ("Benefit Reports") to satisfy legal, corporate-governance, or mission-driven obligations. Lancea may include aggregated, anonymized, or de-identified information derived from the Services in such Benefit Reports. Lancea may disclose Customer's identity and the general nature of the engagement to the extent reasonably necessary to satisfy Lancea's fiduciary, governance, or reporting obligations as a Delaware public-benefit corporation, including reporting to its board of directors and stockholders, or to accurately describe its public-benefit mission and impact. Such disclosures shall not include Customer Confidential Information beyond what is strictly necessary. Nothing herein limits Lancea's ability to make disclosures required by law, regulation, valid legal process, or stockholder-reporting obligations. Nothing in these Terms shall be construed to restrict, impair, or interfere with Lancea's legal or fiduciary duties as a public-benefit corporation, and Lancea shall have no liability to Customer arising out of disclosures made in good-faith compliance with such duties or legal requirements.
14.2. Monitoring and Audit Rights. During the Term, Lancea may periodically monitor Customer's and Authorized Users' access to and use of the Services for the purposes of (i) ensuring compliance with these Terms, including License Parameters and use restrictions; (ii) maintaining, operating, securing, and improving the Services; and (iii) complying with applicable law. Such monitoring may include review of access logs, usage patterns, system interactions, and other telemetry generated through normal use of the Services. This general monitoring right is separate from, and in addition to, any Use Audit conducted pursuant to these Terms. If Lancea has a reasonable, good-faith basis to suspect that Customer's use of the Services is outside the scope of intended or authorized use, violates these Terms, or may expose Lancea to legal, regulatory, or reputational risk, Lancea may immediately initiate a compliance review or audit ("Use Audit") without advance notice. Lancea may temporarily suspend the Services during such Use Audit if necessary to prevent ongoing or further misuse. Customer shall cooperate fully and promptly with any Use Audit, including by providing information reasonably requested by Lancea to verify compliance. If a Use Audit confirms a material or intentional breach of these Terms, Customer shall promptly cure such breach at its own expense, and Lancea may terminate the applicable Services or these Terms. Lancea may recover from Customer all reasonable costs incurred in connection with any Use Audit that confirms a material or intentional breach.
15. PUBLICITY AND MARKETING:
15.1. Customer Restrictions. Customer shall not, without Lancea's prior written consent (i) identify Lancea as the source of any Deliverables, Insights, or analysis; (ii) issue public statements or communications that reference Lancea or the Services; or (iii) use Lancea's name, logo, or other brand assets in marketing, sales, or promotional materials.
15.2. Lancea Disclosures. Lancea may (i) reference Customer in confidential proposals, investor materials, and board communications; and (ii) describe the engagement in general terms to demonstrate mission alignment or capabilities, so long as Lancea does not disclose Customer Confidential Information. Lancea shall seek Customer's written consent before using Customer's name or logo in public-facing marketing materials. Customer shall not unreasonably withhold, delay, or condition such consent.
16. DISPUTES; GOVERNING LAW:
16.1. Governing Law; Attorneys' Fees. These Terms and any Claim, controversy or dispute arising under or related to these Terms shall be governed in all respects by the laws of the State of Delaware, without giving effect to principles of conflicts of laws. The United Nations Convention for the International Sale of Goods shall not apply to these Terms. Any controversy or dispute arising under or related to these Terms shall be adjudicated in the state and federal courts in and for Delaware. Each party consents to the exercise of jurisdiction and venue by such courts; provided, however, that either party may seek temporary or emergency injunctive relief in any court of competent jurisdiction to protect and preserve its rights in its intellectual property and Confidential Information. In the event of an action or proceeding by either party to enforce or exercise its rights under these Terms, the prevailing party shall be entitled to be reimbursed for its reasonable attorneys' fees and out-of-pocket legal costs in addition to other relief.
16.2. Injunctive Relief.Each party acknowledges that its breach of Sections 8, 9, & 10 of these Terms will cause the other party immediate and irreparable damage for which recovery of money damages would be inadequate. Therefore, each party agrees that the other party shall be entitled to injunctive relief to protect its rights under Sections 8, 9, & 10 of these Terms, in addition to any other remedies available to said party, without the necessity of posting bond, or, if required, with the minimum bond permitted by law.
17. General Provisions.
17.1. Order of Precedence. If there is any conflict between the documents governing Customer's use of the Services, they will control in the following order: A Master Services Agreement ("MSA") and any Order Forms issued under it; these Terms of Service; the Privacy Policy and any other policies incorporated into these Terms; and Documentation and any other informational materials provided by Lancea. For clarity: If Customer has not executed an MSA, these Terms govern Customer's use of the Services, subject to the policies incorporated by reference.
17.2. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under these Terms ("Notices") shall be in writing and shall be deemed given and effective only as follows: (i) when delivered personally; (ii) when sent by a nationally recognized overnight courier, with delivery confirmation; (iii) when mailed by certified or registered mail, return receipt requested, postage prepaid; or (iv) when sent by email to the notice email addresses designated below, effective upon transmission, provided that no bounce-back or other technical failure message is received by the sender. Either Party may update its notice address or notice email address by providing Notice to the other Party in accordance with this Section.
17.3. Relationship of Parties. The parties to these Terms are independent contractors and nothing in these Terms shall be deemed to create a joint venture, partnership, or agency relationship between the parties. There are no third-party beneficiaries to these Terms.
17.4. Force Majeure. Neither party shall be liable to the other for any failure or delay in the performance of its obligations (except for required payments pursuant to Section 6 and the parties' obligations in Sections 8, 9, & 10) for any cause that is beyond the reasonable control of such party, including, without limitation: acts of God, shortages of supplies, labor or materials, strikes and other labor disputes, storms, floods, acts of war or terrorism, third-party hacking and other criminal or malicious activities, failures of third-party hardware, software, networks (including any cloud hosting service used by Lancea), the suspension or termination of Lancea's access to or use of any Data Source, utility brown-outs, failures of telecommunications or the Internet, epidemics, pandemics, and actions by a governmental authority (such as changes in government codes, ordinances, laws, rules, regulations, or restrictions, shutdowns, or shelter-in-place orders) (collectively, "Force Majeure Events"). For the avoidance of doubt, Force Majeure Events do not include economic hardship, changes in market conditions, and/or insufficiency of funds, including to the extent resulting from any of the circumstances described in this section.
17.5. Waiver. No failure or delay by either Party in exercising any right, power, or remedy under these Terms shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. Any waiver of a provision of these Terms shall be effective only if made in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver shall be deemed a continuing waiver of the same or any other provision, unless expressly stated otherwise in such written waiver.
17.6. Invalidity; Severability. If any provision of these Terms is deemed unenforceable or invalid by law or by a court decision, the provision shall be changed and interpreted, if possible, to accomplish the intent of the provision within the constraints of the law. Only that provision that is deemed unenforceable or invalid, and not the entire Agreement, shall be invalidated.
17.7. Assignment. Neither party may assign these Terms or its rights hereunder without the prior written consent of the other party; provided, however, that each party may assign these Terms without consent to (i) an Affiliate, or (ii) a successor (by merger, consolidation, purchase of assets or otherwise) to substantially all of the assigning party's assets or business to which these Terms relates. Lancea may also, without notice, utilize subcontractors and agents to perform aspects of the Services, provided, however, that Lancea shall remain primarily responsible for compliance with its obligations under these Terms.
17.8. Subcontracting. Lancea may engage subcontractors and sub-processors (collectively, "Subcontractors") in the performance of the Services without Customer's prior consent. Lancea shall remain primarily responsible for the performance of the Services and for each Subcontractor's compliance with the terms of these Terms. Lancea shall ensure that each Subcontractor is bound by written obligations of confidentiality, data protection, and security that are no less protective than those set forth herein, and shall implement commercially reasonable oversight of each Subcontractor's performance. Lancea shall not engage any Subcontractor that is owned or controlled by a person or entity subject to applicable sanctions or that Lancea reasonably determines presents a material, unmanaged security or compliance risk. Upon written request, Lancea will make available a current list of Subcontractors that materially support hosting, storage, or processing of Customer Inputs. Lancea may replace or add Subcontractors at any time.
17.9. Insurance. Both Customer and Lancea, at its own expense, shall maintain insurance coverage that is commercially reasonable and appropriate for its business operations and the Services contemplated herein, consistent with industry standards for similarly situated organizations. Such insurance may be maintained through a combination of primary and umbrella/excess policies. Upon reasonable written request, no more than once annually, a Party shall provide the requesting Party with a certificate of insurance evidencing the existence of the foregoing coverage. Nothing in this Section shall require either Party to procure insurance that is not commercially available to it on reasonable terms, nor shall failure to maintain such insurance expand or modify the limitations of liability or indemnification obligations set forth elsewhere in these Terms.
17.10 Entire Agreement; No Reliance. These Terms, together with any MSA, Order Forms, the Privacy Policy, and any policies or documents expressly incorporated herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral, relating to the same subject matter. Each party acknowledges that, in entering into these Terms, it has not relied on any statement, representation, warranty, or understanding other than those expressly set forth in these Terms. No amendment or modification of these Terms is binding unless in writing and executed by an authorized representative of each party, except as otherwise permitted under Section 1 with respect to updates to these Terms.