Lenzo. Terms of Service

Effective Date: January 1, 2024
Last Updated: December 20, 2025

1. INTRODUCTION

These Terms of Service ("Terms") constitute a binding legal agreement between Genio Group, Inc., a Delaware corporation ("Company," "Lenzo," "we," "us," or "our"), and the entity or individual accessing or using the Lenzo service ("Customer," "you," or "your").

By registering for, accessing, or using the Lenzo service available at lenzo.ai (the "Service"), you accept and agree to be bound by these Terms in their entirety. If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that: (a) you have the legal authority to bind such entity to these Terms; (b) you have read and understood these Terms; and (c) you agree to these Terms on behalf of such entity.

If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

CRITICAL NOTICE REGARDING COMPLIANCE:
THE SERVICE IS PROVIDED AS AN INFORMATIONAL AND WORKFLOW AUTOMATION TOOL ONLY. THE SERVICE DOES NOT CONSTITUTE, AND IS NOT A SUBSTITUTE FOR, LEGAL, REGULATORY, OR PROFESSIONAL COMPLIANCE ADVICE. CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL COMPLIANCE DECISIONS, REGULATORY FILINGS, DETERMINATIONS, AND ADHERENCE TO ALL APPLICABLE TRADE CONTROL, SANCTIONS, EXPORT CONTROL, AND IMPORT CONTROL LAWS AND REGULATIONS.
COMPANY ASSUMES NO LIABILITY WHATSOEVER FOR ANY PENALTIES, FINES, SANCTIONS, CRIMINAL CHARGES, CIVIL LIABILITY, REGULATORY ACTIONS, REPUTATIONAL HARM, BUSINESS LOSSES, OR ANY OTHER CONSEQUENCES ARISING FROM CUSTOMER'S COMPLIANCE DECISIONS, RELIANCE ON THE SERVICE, OR USE OF ANY INFORMATION PROVIDED BY THE SERVICE.
CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL RISKS ASSOCIATED WITH TRADE COMPLIANCE, SANCTIONS COMPLIANCE, EXPORT CONTROLS, AND IMPORT CONTROLS REST SOLELY AND EXCLUSIVELY WITH CUSTOMER.

2. DEFINITIONS

"Account"means the unique account established for Customer to access and use the Service, including all associated credentials, configurations, and data.

"Administrator"means the Authorized User(s) designated by Customer with administrative privileges to manage the Account, including user access, billing, and configuration settings.

"Authorized User"means any individual authorized by Customer to access and use the Service under Customer's Account, including Customer's employees, contractors, agents, or consultants.

"Beta Features"means any features, functionality, or services designated by Company as "beta," "preview," "pilot," "experimental," "trial," or similar designation.

"Compliance Data"means sanctions lists, restricted party lists, export control classifications, regulatory information, HS codes, ECCN classifications, and other trade compliance data obtained from governmental, regulatory, or third-party sources and processed through the Service.

"Credit"means the unit of consumption for Service operations, as defined in the Documentation and Subscription Plan.

"Customer Data"means all data, information, content, materials, files, and records submitted, uploaded, transmitted, or otherwise provided to the Service by or on behalf of Customer or Authorized Users, including data obtained through Third-Party Integrations.

"Documentation"means the user guides, technical specifications, API documentation, help materials, and other documentation made available by Company describing the features, functionality, and proper use of the Service.

"Intellectual Property Rights"means all worldwide patents, patent applications, copyrights, trademarks, service marks, trade dress, trade names, trade secrets, moral rights, database rights, know-how, and other intellectual property rights, whether registered or unregistered.

"Screening Results"means the output, matches, alerts, classifications, and other information generated by the Service when processing Customer's parties, products, or transactions against Compliance Data.

"Service"means the Lenzo cloud-based software-as-a-service platform for trade compliance monitoring, including automated sanctions and restricted party screening, product classification assistance, regulatory change monitoring, compliance workflow automation, and related features and functionality, as described in the Documentation and accessible at lenzo.ai.

"Subscription Period"means the recurring period for which Customer has purchased access to the Service under the applicable Subscription Plan, commencing on the subscription start date.

"Subscription Plan"means the service tier and pricing plan selected by Customer during registration or subsequently modified, including usage limits, feature access, credit allocations, and associated fees.

"Third-Party Integrations"means integrations with third-party services, platforms, and applications, including but not limited to trade data providers, regulatory databases, enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, and other business applications.

"Workspace"means the organizational unit within the Service associated with Customer's Account, to which a single Subscription Plan applies.

3. ACCOUNT REGISTRATION & ACCESS

3.1 Registration Requirements.

To access the Service, Customer must complete the registration process by providing accurate, current, complete, and truthful information as prompted by the registration form. Customer represents and warrants that all information provided during registration is accurate and that Customer will promptly update such information to maintain its accuracy throughout the term.

3.2 Entity Authorization.

If Customer is registering on behalf of a legal entity, Customer represents and warrants that Customer is duly authorized to act on behalf of such entity and to bind such entity to these Terms. Company may require documentation evidencing such authorization.

3.3 Eligibility.

Customer must: (a) if an individual, be at least eighteen (18) years of age and possess the legal capacity to enter into binding contracts under applicable law; (b) if an entity, be duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. Customer shall not use automated means, bots, or scripts to create Accounts without Company's prior written consent.

3.4 Account Security.

Customer is solely responsible for: (a) maintaining the confidentiality and security of all Account credentials, including usernames, passwords, and authentication tokens; (b) all activities that occur under the Account, whether or not authorized by Customer; and (c) immediately notifying Company at support@lenzo.ai of any unauthorized access, use, or suspected security breach. Company shall not be liable for any loss or damage arising from Customer's failure to maintain Account security.

3.5 Single Entity Use.

Each Account is licensed solely for use by a single legal entity. Customer shall not share, transfer, sublicense, or permit access to the Account across multiple organizations, entities, or unrelated parties without Company's prior written consent.

3.6 Account Suspension.

Company reserves the right to suspend or restrict access to any Account immediately and without prior notice if Company reasonably believes: (a) the Account is being used in violation of these Terms; (b) the Account poses a security risk to the Service or other customers; (c) suspension is required by applicable law or governmental authority; (d) Customer or any Authorized User is using or attempting to use the Service to evade, circumvent, or facilitate violations of sanctions, export controls, or import controls; (e) Customer or any Authorized User has become subject to sanctions, restricted party designations, or regulatory enforcement actions; (f) Customer has failed to provide required notification under Section 10.7. COMPANY SHALL HAVE NO LIABILITY FOR ANY SUSPENSION UNDER THIS SECTION, INCLUDING FOR ANY BUSINESS LOSSES, COMPLIANCE FAILURES, OR OTHER CONSEQUENCES.

3.7 COMPANY'S RIGHT TO SCREEN CUSTOMER.

3.7.1 Screening Authorization.

Customer hereby authorizes Company to screen Customer, Customer's entity, beneficial owners, officers, directors, and Authorized Users against sanctions lists, restricted party lists, and other Compliance Data at any time during the term, including:

  • (a) At the time of Account registration;
  • (b) Periodically during the Subscription Period;
  • (c) Upon any update to Customer's Account information;
  • (d) Upon Company becoming aware of any information suggesting potential sanctions exposure;
  • (e) As required by Company's compliance policies or applicable law.

3.7.2 Actions Upon Match.

If Company's screening identifies a potential or confirmed match between Customer (or its beneficial owners, officers, directors, or Authorized Users) and any sanctions list, restricted party list, or other restricted designation, Company may, in its sole discretion and without liability:

  • (a) Immediately suspend Customer's access to the Service without prior notice;
  • (b) Terminate these Terms immediately without notice;
  • (c) Report the match to appropriate governmental authorities;
  • (d) Retain Customer Data as required for legal compliance;
  • (e) Decline to provide any refund or credit for prepaid fees;
  • (f) Decline to process any pending transactions or requests.

3.7.3 No Liability.

COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTION TAKEN UNDER THIS SECTION 3.7, INCLUDING FOR FALSE POSITIVE MATCHES, BUSINESS DISRUPTION, REPUTATIONAL HARM, OR ANY OTHER CONSEQUENCE. Customer waives any claim against Company arising from Company's screening of Customer or actions taken pursuant to screening results.

3.7.4 Customer Cooperation.

Customer shall promptly provide Company with any information reasonably requested to verify Customer's identity, beneficial ownership, or sanctions status, including certified corporate documents, ownership charts, and government-issued identification.

4. USER ROLES & PERMISSIONS

4.1 Administrator Designation.

Customer shall designate at least one Authorized User with Administrator privileges. Administrators shall have the authority to: (a) manage Authorized User access and permissions; (b) configure Account settings and integrations; (c) view and manage billing information; (d) accept modifications to these Terms on behalf of Customer.

4.2 User Management Responsibility.

Customer is solely responsible for: (a) determining which individuals are granted access as Authorized Users; (b) assigning appropriate permission levels to Authorized Users; (c) promptly revoking access for individuals who should no longer have access; (d) ensuring Authorized Users comply with these Terms.

4.3 User Limitations.

Customer's Subscription Plan includes limitations on the number of Authorized Users (seats). Customer shall not exceed such limitations without upgrading to an appropriate Subscription Plan.

4.4 Liability for User Actions.

Customer is fully responsible and liable for all acts and omissions of Authorized Users in connection with the Service, including any violations of these Terms. Customer shall ensure that all Authorized Users are bound by obligations consistent with these Terms.

5. SERVICE DESCRIPTION

5.1 Service Provision.

Subject to Customer's compliance with these Terms and payment of applicable fees, Company shall provide Customer with access to the Service in accordance with the Documentation and the applicable Subscription Plan. The Service enables customers to: (a) screen parties against sanctions lists, restricted party lists, and other regulatory databases; (b) receive assistance with product classification for export control purposes (HS codes, ECCN classifications); (c) monitor regulatory changes and receive alerts regarding updates to sanctions lists and export controls; (d) integrate with enterprise systems and compliance workflows; (e) generate reports and documentation for compliance recordkeeping; and (f) access additional features as described in the Documentation.

5.2 INFORMATIONAL PURPOSE ONLY — CRITICAL DISCLAIMER.
THE SERVICE IS PROVIDED FOR INFORMATIONAL AND WORKFLOW AUTOMATION PURPOSES ONLY. THE SERVICE:
  • [object Object] LEGAL, REGULATORY, COMPLIANCE, OR PROFESSIONAL ADVICE OF ANY KIND;
  • [object Object] COMPLIANCE WITH ANY LAW, REGULATION, SANCTION, EXPORT CONTROL, IMPORT CONTROL, OR OTHER REQUIREMENT;
  • [object Object] THE NEED FOR QUALIFIED LEGAL COUNSEL, COMPLIANCE PROFESSIONALS, OR REGULATORY EXPERTS;
  • [object Object] COMPLIANCE DETERMINATIONS, LICENSING DECISIONS, OR REGULATORY FILINGS ON BEHALF OF CUSTOMER;
  • [object Object] ERRORS, INACCURACIES, OMISSIONS, OR OUTDATED INFORMATION IN COMPLIANCE DATA;
  • [object Object] TO IDENTIFY ALL RELEVANT MATCHES, RESTRICTIONS, OR COMPLIANCE REQUIREMENTS;
  • [object Object] FALSE POSITIVES OR FALSE NEGATIVES IN SCREENING RESULTS.
CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR:
  • (i) ALL COMPLIANCE DECISIONS, INCLUDING WHETHER TO PROCEED WITH ANY TRANSACTION, SHIPMENT, OR BUSINESS RELATIONSHIP;
  • (ii) INTERPRETING SCREENING RESULTS, CLASSIFICATIONS, AND REGULATORY REQUIREMENTS;
  • (iii) CONDUCTING ADDITIONAL DUE DILIGENCE AS APPROPRIATE OR REQUIRED BY LAW;
  • (iv) MAKING ALL FINAL COMPLIANCE DETERMINATIONS;
  • (v) FILING ALL REQUIRED REGULATORY SUBMISSIONS, LICENSES, AND PERMITS;
  • (vi) MAINTAINING ALL COMPLIANCE RECORDS REQUIRED BY APPLICABLE LAW;
  • (vii) ENGAGING QUALIFIED LEGAL AND COMPLIANCE PROFESSIONALS;
  • (viii) VERIFYING ALL INFORMATION PROVIDED BY THE SERVICE BEFORE RELYING ON IT;
  • (ix) ALL CONSEQUENCES OF CUSTOMER'S COMPLIANCE DECISIONS AND ACTIONS.

5.3 AI AND MACHINE LEARNING DISCLAIMER.

THE SERVICE UTILIZES ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGIES FOR CERTAIN FUNCTIONS, INCLUDING BUT NOT LIMITED TO PRODUCT CLASSIFICATION (HS CODES, ECCN), ENTITY MATCHING, AND RISK ASSESSMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) AI/ML-GENERATED RESULTS ARE PROBABILISTIC IN NATURE AND MAY CONTAIN ERRORS, INACCURACIES, OR INCORRECT CONCLUSIONS;
  • (b) AI/ML MODELS MAY PRODUCE DIFFERENT RESULTS FOR SIMILAR INPUTS AND MAY CHANGE OVER TIME AS MODELS ARE UPDATED;
  • (c) AI/ML-GENERATED CLASSIFICATIONS, MATCHES, AND ASSESSMENTS ARE SUGGESTIONS ONLY AND REQUIRE HUMAN VERIFICATION BY QUALIFIED COMPLIANCE PROFESSIONALS BEFORE ANY RELIANCE;
  • (d) COMPANY MAKES NO REPRESENTATIONS REGARDING THE ACCURACY, RELIABILITY, OR SUITABILITY OF AI/ML-GENERATED OUTPUTS FOR ANY PURPOSE;
  • (e) CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH RELIANCE ON AI/ML-GENERATED RESULTS;
  • (f) AI/ML TECHNOLOGIES CANNOT REPLACE HUMAN JUDGMENT, LEGAL EXPERTISE, OR PROFESSIONAL COMPLIANCE REVIEW;
  • (g) CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING AND VALIDATING ALL AI/ML-GENERATED OUTPUTS BEFORE USE.

5.4 FALSE POSITIVES AND FALSE NEGATIVES.

CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE MAY PRODUCE:

  • (a) [object Object] Screening results that incorrectly identify a party, product, or transaction as potentially matching a restricted party list, sanctions list, or control requirement when no actual match or restriction exists;
  • (b) [object Object] Screening results that fail to identify a party, product, or transaction that actually matches a restricted party list, sanctions list, or control requirement.

COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY FALSE POSITIVE OR FALSE NEGATIVE RESULT, INCLUDING BUT NOT LIMITED TO:

  • ANY BUSINESS OPPORTUNITY LOST DUE TO FALSE POSITIVE RESULTS;
  • ANY DELAY IN TRANSACTIONS DUE TO FALSE POSITIVE INVESTIGATION;
  • ANY PENALTY, FINE, SANCTION, OR OTHER CONSEQUENCE ARISING FROM FALSE NEGATIVE RESULTS;
  • ANY REGULATORY ACTION RESULTING FROM TRANSACTIONS THAT SHOULD HAVE BEEN FLAGGED BUT WERE NOT;
  • ANY DECISION MADE BY CUSTOMER BASED ON FALSE POSITIVE OR FALSE NEGATIVE RESULTS.

CUSTOMER IS SOLELY RESPONSIBLE FOR INVESTIGATING ALL SCREENING RESULTS AND MAKING INDEPENDENT DETERMINATIONS REGARDING THE ACCURACY AND APPLICABILITY OF SUCH RESULTS.

5.5 No Guarantee of Accuracy or Completeness.

COMPANY DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT:

  • (a) Compliance Data is complete, accurate, current, timely, or error-free;
  • (b) All relevant sanctions, restrictions, prohibitions, or requirements will be identified;
  • (c) Screening Results accurately reflect actual regulatory status of any party, product, or transaction;
  • (d) Product classifications (HS codes, ECCN, or other) are correct, complete, or will be accepted by any regulatory authority;
  • (e) The Service will identify all compliance risks, violations, or potential issues;
  • (f) Regulatory data sources are updated in real-time or without delay;
  • (g) The Service covers all applicable jurisdictions, regulations, or requirements relevant to Customer's business;
  • (h) Any screening, classification, or monitoring result is suitable for any particular purpose.

CUSTOMER MUST INDEPENDENTLY VERIFY ALL SCREENING RESULTS, CLASSIFICATIONS, AND COMPLIANCE INFORMATION BEFORE RELYING ON THEM FOR ANY PURPOSE.

5.5.1 ANTI-MONEY LAUNDERING (AML) DISCLAIMER.

THE SERVICE IS NOT DESIGNED, INTENDED, OR SUITABLE FOR USE AS AN ANTI-MONEY LAUNDERING (AML), KNOW YOUR CUSTOMER (KYC), CUSTOMER DUE DILIGENCE (CDD), OR FINANCIAL CRIMES COMPLIANCE SOLUTION. CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) The Service does not screen against AML-specific databases, PEP (Politically Exposed Persons) lists, or adverse media sources unless explicitly included in the Subscription Plan;
  • (b) The Service does not perform identity verification, document authentication, or beneficial ownership verification;
  • (c) The Service does not assess money laundering risk, transaction monitoring, or suspicious activity detection;
  • (d) Use of the Service does not satisfy AML, KYC, CDD, or Bank Secrecy Act (BSA) requirements;
  • (e) Customer is solely responsible for implementing separate AML/KYC compliance programs as required by applicable law;
  • (f) COMPANY SHALL HAVE NO LIABILITY FOR ANY AML, KYC, OR FINANCIAL CRIMES COMPLIANCE FAILURE.

5.5.2 MATCH RESOLUTION IS CUSTOMER'S SOLE RESPONSIBILITY.

When the Service identifies a potential match, hit, or alert, CUSTOMER IS SOLELY AND EXCLUSIVELY RESPONSIBLE FOR:

  • (a) Investigating and resolving all potential matches, including determining whether a match is a true positive or false positive;
  • (b) Conducting enhanced due diligence on flagged parties as required by law or prudent business practice;
  • (c) Making the final determination whether to proceed with, modify, or decline any transaction based on screening results;
  • (d) Documenting match resolution decisions and maintaining appropriate records;
  • (e) Escalating unresolved matches to qualified compliance personnel or legal counsel;
  • (f) Implementing appropriate risk mitigation measures for confirmed matches;
  • (g) Filing any required regulatory reports or disclosures related to matches.

COMPANY DOES NOT RESOLVE MATCHES, MAKE COMPLIANCE DETERMINATIONS, OR ADVISE ON APPROPRIATE ACTIONS. The Service provides information only; all decisions and actions are Customer's responsibility.

5.5.3 SCREENING IS NOT COMPLETE DUE DILIGENCE.

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) Automated screening is only ONE COMPONENT of comprehensive compliance due diligence;
  • (b) The Service DOES NOT replace the need for: (i) manual review and verification; (ii) site visits and physical inspections; (iii) reference checks and background investigations; (iv) financial analysis and credit checks; (v) end-use and end-user verification; (vi) on-the-ground intelligence and local knowledge; (vii) ongoing monitoring beyond automated screening; (viii) legal review of contracts and transactions;
  • (c) Prudent compliance practice and applicable law may require due diligence measures beyond what the Service provides;
  • (d) Passing an automated screening does not mean a party, product, or transaction is compliant or low-risk;
  • (e) Customer is solely responsible for determining and implementing appropriate due diligence measures for its business;
  • (f) COMPANY SHALL HAVE NO LIABILITY FOR CUSTOMER'S FAILURE TO CONDUCT ADEQUATE DUE DILIGENCE BEYOND AUTOMATED SCREENING.

5.5.4 HISTORICAL SCREENING LIMITATIONS.

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) Historical Compliance Data may be incomplete, unavailable, or less accurate than current data;
  • (b) The Service may not be able to determine a party's sanctions status or regulatory status as of a specific past date;
  • (c) Retroactive screening (screening against historical data to determine past compliance) is limited by data availability and may produce incomplete or inaccurate results;
  • (d) Historical sanctions lists, restricted party lists, and regulatory databases may not be fully preserved or accessible;
  • (e) COMPANY MAKES NO REPRESENTATION REGARDING THE ACCURACY OR COMPLETENESS OF HISTORICAL SCREENING RESULTS;
  • (f) Customer is solely responsible for maintaining its own historical compliance records;
  • (g) COMPANY SHALL HAVE NO LIABILITY FOR ANY CONSEQUENCE ARISING FROM LIMITATIONS IN HISTORICAL DATA OR RETROACTIVE SCREENING.

5.5.5 MULTI-JURISDICTIONAL LIMITATIONS.

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) Customer may be subject to sanctions, export controls, and trade compliance requirements of MULTIPLE JURISDICTIONS simultaneously (e.g., US, EU, UK, UN, and others);
  • (b) The Service may not cover all jurisdictions applicable to Customer's business;
  • (c) Even if the Service covers a jurisdiction, coverage may not be comprehensive for all regulatory requirements of that jurisdiction;
  • (d) Compliance with one jurisdiction does not ensure compliance with others;
  • (e) Different jurisdictions may have conflicting requirements, and the Service does not resolve such conflicts;
  • (f) Customer is solely responsible for identifying all jurisdictions applicable to its business and ensuring compliance with each;
  • (g) Customer should consult with qualified legal counsel regarding multi-jurisdictional compliance obligations;
  • (h) COMPANY MAKES NO REPRESENTATION THAT THE SERVICE PROVIDES COMPREHENSIVE COVERAGE FOR ANY JURISDICTION OR COMBINATION OF JURISDICTIONS;
  • (i) COMPANY SHALL HAVE NO LIABILITY FOR CUSTOMER'S FAILURE TO COMPLY WITH REQUIREMENTS OF ANY JURISDICTION, WHETHER OR NOT COVERED BY THE SERVICE.

5.4 Assumption of Risk.

CUSTOMER EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT:

  • (a) Trade compliance, sanctions compliance, export controls, and import controls are complex, rapidly changing areas of law subject to interpretation;
  • (b) Violations of trade compliance laws may result in severe civil and criminal penalties, including substantial fines, imprisonment, debarment, and loss of export privileges;
  • (c) The Service is a tool to assist Customer's compliance efforts but cannot replace human judgment, legal expertise, or professional compliance review;
  • (d) Customer assumes all risk associated with any compliance decision made using or based on the Service;
  • (e) Company shall have no liability whatsoever for any consequences arising from Customer's reliance on the Service or any information provided thereby;
  • (f) Customer's use of the Service does not create any attorney-client, advisor-client, or fiduciary relationship between Customer and Company.

5.5 Service Modifications.

Company reserves the right to modify, update, enhance, or discontinue any aspect of the Service at any time, including adding or removing features, data sources, or functionality. Company shall use commercially reasonable efforts to: (a) provide advance notice of material changes that adversely affect core functionality; (b) minimize disruption during modifications.

5.6 Service Availability.

Company shall use commercially reasonable efforts to make the Service available on a continuous basis. However, the Service may be temporarily unavailable due to: (a) scheduled maintenance (with advance notice when reasonably practicable); (b) emergency maintenance; (c) events beyond Company's reasonable control; (d) Third-Party Integration failures or unavailability; (e) delays or unavailability of regulatory data sources; (f) governmental or regulatory actions affecting data availability.

5.7 Third-Party Dependencies.

The Service integrates with and depends upon third-party services, platforms, and providers, including regulatory data providers, government databases, cloud infrastructure providers, and Customer's own Third-Party Integrations. Company does not control and is not responsible for: (a) the availability, reliability, or performance of any third-party services; (b) the accuracy, completeness, timeliness, or currency of data from third-party sources, including government and regulatory databases; (c) changes to third-party APIs, terms, data formats, or pricing; (d) data processing practices of third parties; (e) failures, errors, or delays caused by third parties; (f) government or regulatory actions affecting data availability.

5.7.1 THIRD-PARTY SERVICE PROVIDERS — COMPLETE DISCLAIMER.

THE SERVICE RELIES ON NUMEROUS THIRD-PARTY SERVICE PROVIDERS FOR CRITICAL FUNCTIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY SHALL HAVE ABSOLUTELY NO LIABILITY WHATSOEVER FOR ANY FAILURE, INTERRUPTION, ERROR, DELAY, INACCURACY, OR UNAVAILABILITY OF ANY THIRD-PARTY SERVICE, REGARDLESS OF CAUSE.

5.7.2 Categories of Third-Party Providers.

The Service depends on the following categories of third-party providers (examples are illustrative, not exhaustive):

(a) Compliance Data Providers:

  • OpenSanctions and similar open-source sanctions data aggregators;
  • Government feeds and APIs (OFAC, BIS, EU, UK, UN, and others);
  • Commercial sanctions and restricted party data providers;
  • HS code and tariff classification databases;
  • ECCN and export control classification sources;
  • PEP and adverse media data providers (if applicable).

(b) Cloud Infrastructure and Hosting:

  • Amazon Web Services (AWS) or other cloud hosting providers;
  • Content delivery networks (CDN);
  • Database hosting services;
  • Storage and backup services;
  • Serverless computing platforms.

(c) Authentication and Identity:

  • Authentication service providers (Auth0, Cognito, or similar);
  • Single Sign-On (SSO) providers;
  • Multi-factor authentication services;
  • Identity verification services;
  • OAuth and social login providers.

(d) Communication and Notification:

  • Email delivery services (SendGrid, SES, or similar);
  • SMS and push notification services;
  • Webhook delivery infrastructure;
  • Alert and notification platforms.

(e) Payment Processing:

  • Stripe or other payment processors;
  • Subscription billing platforms;
  • Tax calculation services;
  • Fraud detection services.

(f) Analytics and Monitoring:

  • Application performance monitoring;
  • Error tracking and logging services;
  • Usage analytics platforms;
  • Infrastructure monitoring services.

(g) Security Services:

  • DDoS protection services;
  • Web application firewalls;
  • SSL/TLS certificate providers;
  • Security scanning and vulnerability assessment.

5.7.3 NO LIABILITY FOR THIRD-PARTY FAILURES.

COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR:

  • (a) [object Object] Any interruption, downtime, or unavailability of the Service caused by failure, maintenance, or outage of any third-party provider, including but not limited to AWS outages, data provider downtime, authentication service failures, or payment processor issues;
  • (b) [object Object] Any error, inaccuracy, omission, delay, or incompleteness in Compliance Data or other information obtained from third-party sources, including government databases, OpenSanctions, or commercial data providers;
  • (c) [object Object] Any delay in updating Compliance Data caused by delays in publication by government authorities, delays in third-party data aggregation, or delays in data feed processing;
  • (d) [object Object] Any disruption caused by changes to third-party APIs, data formats, access protocols, or terms of service, even if such changes break Service functionality;
  • (e) [object Object] Any disruption caused by a third-party provider discontinuing service, going out of business, or terminating its relationship with Company;
  • (f) [object Object] Any inability to access the Service caused by failures in authentication providers, SSO systems, or identity services;
  • (g) [object Object] Any failure to deliver alerts, notifications, emails, or other communications caused by third-party email or notification service failures;
  • (h) [object Object] Any disruption caused by payment processor failures, declined transactions, or billing system issues;
  • (i) [object Object] Any security breach, data loss, or unauthorized access occurring at a third-party provider's systems;
  • (j) [object Object] Any error, delay, omission, or unavailability in data published by government agencies (OFAC, BIS, EU, UK, UN, or others), including errors in official sanctions lists or export control databases;
  • (k) [object Object] Any error, delay, omission, or incompleteness in data from open-source projects such as OpenSanctions, including data quality issues, coverage gaps, or processing errors;
  • (l) [object Object] Any service degradation caused by rate limiting or throttling imposed by third-party providers;
  • (m) [object Object] Any inability to access third-party services due to geographic restrictions, sanctions on third-party providers, or regional availability limitations;
  • (n) [object Object] Any third-party service disruption caused by natural disasters, cyberattacks, civil unrest, or other events beyond Company's or the third party's control.

5.7.4 Customer Acknowledgment.

CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT:

  • (a) The Service cannot function without third-party providers, and some level of third-party dependency is inherent and unavoidable;
  • (b) Company has no control over the operations, reliability, security, or data quality of third-party providers;
  • (c) Third-party providers may change their services, terms, pricing, or availability at any time without notice to Company or Customer;
  • (d) Government data sources may contain errors, may be updated with delays, and may become unavailable without notice;
  • (e) Open-source data projects like OpenSanctions are community-maintained and may have data quality variations;
  • (f) Even if Company exercises reasonable care in selecting third-party providers, Company cannot guarantee their performance;
  • (g) Customer assumes all risk associated with third-party provider failures and their impact on Customer's compliance activities;
  • (h) Customer should implement backup procedures and not rely solely on the Service for time-critical compliance functions.

5.7.5 No Duty to Maintain Specific Providers.

Company reserves the right to change, replace, add, or remove third-party providers at any time without notice to Customer. Company has no obligation to maintain relationships with any specific third-party provider or to notify Customer of changes to third-party providers (except as required for Subprocessors under Section 14).

5.7.6 Indemnification for Third-Party Claims.

Customer shall indemnify, defend, and hold harmless Company from any claim, loss, or damage arising from Customer's interaction with or reliance on any third-party service accessed through or in connection with the Service.

5.7.7 INTERNET CONNECTIVITY AND CUSTOMER INFRASTRUCTURE.

CUSTOMER IS SOLELY RESPONSIBLE FOR:

  • (a) Maintaining reliable internet connectivity to access the Service;
  • (b) All costs associated with internet access and data transmission;
  • (c) Network security between Customer's systems and the Service;
  • (d) Firewalls, proxies, and network configurations that may affect Service access;
  • (e) VPN configurations and their impact on Service functionality;
  • (f) Local network outages or internet service provider failures.

COMPANY SHALL HAVE NO LIABILITY FOR ANY SERVICE UNAVAILABILITY OR DEGRADATION CAUSED BY CUSTOMER'S INTERNET CONNECTIVITY, NETWORK CONFIGURATION, OR LOCAL INFRASTRUCTURE ISSUES.

5.7.8 BROWSER AND DEVICE COMPATIBILITY.

  • (a) The Service is designed to function with current versions of major web browsers. Company does not guarantee compatibility with outdated browsers, beta browsers, or non-standard browser configurations;
  • (b) Customer is responsible for using supported browsers and maintaining up-to-date software;
  • (c) Browser extensions, plugins, ad blockers, or security software may interfere with Service functionality. Company has no liability for such interference;
  • (d) Mobile device access may have limited functionality compared to desktop access;
  • (e) Company may discontinue support for older browser versions at any time without notice.

5.7.9 TIMESTAMPS AND POINT-IN-TIME DATA.

  • (a) All Screening Results, classifications, and reports are point-in-time snapshots reflecting Compliance Data available at the moment of processing;
  • (b) Timestamps in the Service are recorded in UTC. Customer is responsible for timezone conversions;
  • (c) A screening result that shows "no match" reflects status at the time of screening only. Status may change at any subsequent moment;
  • (d) Company does not automatically re-screen previously screened parties unless Customer initiates re-screening or has active monitoring;
  • (e) CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING APPROPRIATE RE-SCREENING FREQUENCY FOR ITS COMPLIANCE PROGRAM;
  • (f) Company shall have no liability for compliance failures resulting from changes in regulatory status between screenings.

5.8 DATA SOURCE ATTRIBUTION AND UPDATE DELAYS.

5.8.1 Data Sources.

Compliance Data incorporated into the Service is obtained from governmental sources (including but not limited to OFAC, BIS, EU authorities, UK authorities, UN), regulatory databases, and third-party data providers. COMPANY PROVIDES COMPLIANCE DATA "AS IS" AS RECEIVED FROM SUCH SOURCES AND DOES NOT INDEPENDENTLY VERIFY, VALIDATE, OR GUARANTEE THE ACCURACY, COMPLETENESS, OR CURRENCY OF DATA OBTAINED FROM GOVERNMENTAL OR THIRD-PARTY SOURCES.

5.8.2 Update Delays.

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) Sanctions lists, restricted party lists, and other regulatory data may be updated by issuing authorities at any time without notice;
  • (b) There may be a delay between when regulatory authorities publish updates and when such updates are reflected in the Service;
  • (c) Daily batch processing (for Essentials and Advanced plans) means that updates published by regulatory authorities may not be reflected in the Service for up to twenty-four (24) hours or longer;
  • (d) Even "real-time" alerts (Complete plan) may experience delays due to data ingestion, processing, and delivery;
  • (e) COMPANY MAKES NO GUARANTEE REGARDING THE TIMELINESS OF DATA UPDATES AND SHALL HAVE NO LIABILITY FOR ANY DELAY IN UPDATING COMPLIANCE DATA;
  • (f) Customer is responsible for monitoring regulatory announcements directly from issuing authorities for time-critical compliance matters;
  • (g) Customer should not rely solely on the Service for awareness of new sanctions, restrictions, or regulatory changes.

5.8.3 No Control Over Source Data.

Company does not control and has no influence over: (a) the format, structure, or content of data published by governmental authorities; (b) the timing of regulatory updates or announcements; (c) errors or omissions in data published by governmental sources; (d) changes to governmental data feeds, APIs, or publication methods; (e) availability or accessibility of governmental data sources.

5.9 EVIDENCE PDF AND DOCUMENTATION.

5.9.1 Informational Purpose Only.

Evidence PDFs, screening reports, audit trails, and other documentation generated by the Service are provided for Customer's internal recordkeeping and informational purposes only.

5.9.2 Not Legal Documents.

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

  • (a) Evidence PDFs and other Service-generated documentation DO NOT constitute legal documents, official compliance records, or regulatory filings;
  • (b) Evidence PDFs ARE NOT guaranteed to satisfy the recordkeeping requirements of any regulatory authority, including OFAC, BIS, or other governmental agencies;
  • (c) Regulatory authorities may not accept Evidence PDFs as sufficient documentation of compliance due diligence;
  • (d) Customer is solely responsible for determining what documentation is required by applicable law and for maintaining compliant records;
  • (e) Customer should consult with qualified legal counsel regarding recordkeeping requirements;
  • (f) COMPANY MAKES NO REPRESENTATION THAT EVIDENCE PDFs OR OTHER SERVICE-GENERATED DOCUMENTATION WILL BE ACCEPTED BY ANY REGULATORY AUTHORITY OR WILL SATISFY ANY LEGAL REQUIREMENT.

5.9.3 Customer Responsibility.

Customer is solely responsible for: (a) determining applicable recordkeeping requirements; (b) maintaining all records required by law; (c) supplementing Service-generated documentation as necessary; (d) retaining documentation for required periods.

5.10 MONITORING SERVICE LIMITATIONS.

5.10.1 Monitoring SLA.

For plans that include monitoring features (Advanced and Complete):

  • (a) [object Object] Monitored entities are screened against updated Compliance Data once per day. There is no guaranteed time for batch processing completion. Alerts from daily batch monitoring may be delivered up to twenty-four (24) hours or more after relevant data changes.
  • (b) [object Object] "Real-time" alerts are processed on a best-efforts basis. COMPANY DOES NOT GUARANTEE ANY SPECIFIC DELIVERY TIME FOR ALERTS. Alerts may be delayed due to data ingestion delays, processing queues, system load, or technical issues. "Real-time" means faster than daily batch, not instantaneous.

5.10.2 No Guaranteed Alert Delivery.

COMPANY DOES NOT GUARANTEE THAT:

  • (a) All relevant changes will trigger alerts;
  • (b) Alerts will be delivered within any specific timeframe;
  • (c) Alert delivery will be uninterrupted or error-free;
  • (d) Alerts will reach Customer's designated recipients;
  • (e) Email or notification systems will function without failure.

5.10.3 Customer Responsibility.

Customer is solely responsible for: (a) monitoring alert delivery and investigating any gaps; (b) maintaining accurate contact information for alert delivery; (c) not relying solely on automated alerts for time-critical compliance matters; (d) implementing backup procedures for monitoring critical parties and transactions.

5.11 Free Trial.

Company may offer a free trial period of fourteen (14) days with fifty (50) credits. During the trial period, Customer may access the Service without payment obligation. Company reserves the right to: (a) modify or discontinue trial offers at any time; (b) limit trial access to one trial per customer or email address; (c) restrict features available during trial periods. At the end of the trial period, Customer's access shall terminate unless Customer subscribes to a paid Subscription Plan. FREE TRIAL ACCESS IS PROVIDED "AS IS" WITHOUT ANY WARRANTIES AND SUBJECT TO ALL DISCLAIMERS, LIMITATIONS, AND RISK ALLOCATIONS IN THESE TERMS.

6. SUBSCRIPTION PLANS, RENEWALS & FEES

6.1 Available Plans.

Company offers the following Subscription Plans with associated fees denominated in United States Dollars (USD):

Plan Monthly Price Annual Price (per month) Annual Total
Essentials $124.00 $99.00 $1,188.00
Advanced $436.00 $349.00 $4,188.00
Complete $1,124.00 $899.00 $10,788.00

Annual billing provides a 20% discount versus monthly billing.

6.2 Included Monthly Credit Allocations.

Plan Credits/Month User Seats
Essentials 200 2
Advanced 800 5
Complete 2,500 10

6.3 Credit Consumption.

Operation Credits Tier Availability
Sanctions screening 1 All
Basic product check 1 All
Full HS/ECCN classification 3 Advanced, Complete
Licensing evaluation 5 Complete
Partner monitoring (per entity/month) 0.5 Advanced, Complete
SKU monitoring (per entity/month) 0.5 Advanced, Complete

6.4 Credit Rules.

  • Credits do not roll over; unused credits expire at the end of each billing period.
  • Credits are non-transferable and non-refundable.
  • The credit counter resets at the beginning of each billing period.

6.5 Overage.

Plan Overage Rate (per credit)
Essentials $0.50
Advanced $0.40
Complete $0.30

For paid Subscription Plans, operations continue automatically when included credits are exhausted. Overage charges are billed at the end of the billing period (or mid-period if overage exceeds $500). There is no blocking of operations for paid tiers due to credit exhaustion.

6.6 Plan Features.

Each Subscription Plan includes specific features, usage limits, credit allocations, integration allowances, and support levels as described in the Documentation. Customer acknowledges that features and limitations vary by plan and that certain functionality may only be available in higher-tier plans.

6.7 Plan Selection and Changes.

Customer selects a Subscription Plan during registration. Customer may upgrade to a higher-tier plan at any time by accessing Account settings. Upgrades take effect immediately, and Customer shall be charged the prorated difference for the remainder of the then-current Subscription Period. Downgrades to lower-tier plans take effect at the start of the next Subscription Period following the downgrade request. No refunds or credits are provided for downgrades.

6.8 Automatic Renewal.

Subscriptions automatically renew for successive periods equal in length to the initial Subscription Period (monthly or annual) unless Customer cancels prior to the renewal date. Renewal fees shall be charged automatically to Customer's designated payment method at the then-current rates.

6.9 Renewal Pricing.

Company may modify subscription fees for renewals upon at least thirty (30) days' prior written notice to Customer. Fee increases apply upon the renewal following such notice. Customer's continued use of the Service after receiving notice of fee changes constitutes acceptance of such changes. If Customer does not agree to fee changes, Customer may cancel the subscription prior to the renewal date.

6.10 Cancellation.

Customer may cancel the subscription at any time by accessing Account settings or notifying Company at support@lenzo.ai. Cancellations take effect at the end of the then-current Subscription Period. Customer remains responsible for all fees incurred prior to the effective cancellation date. Company does not provide refunds or credits for partial subscription periods except as expressly stated in these Terms or as required by applicable law.

6.11 Taxes.

All fees are exclusive of all applicable federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar governmental assessments (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with the subscription, excluding only taxes based on Company's net income. If Company is required to collect or pay Taxes for which Customer is responsible, such amounts shall be invoiced to and paid by Customer.

7. PAYMENT TERMS

7.1 Payment Obligation.

Customer shall pay all fees in accordance with the selected Subscription Plan. All fees are due and payable in advance for each Subscription Period. Customer authorizes Company and its payment processor to charge Customer's designated payment method for all applicable fees when due.

7.2 Payment Methods.

Customer must provide valid and current payment information, including credit card or other payment method acceptable to Company. Customer authorizes Company to store and use such payment information to process recurring payments. Customer shall immediately notify Company of any changes to payment information.

7.3 Failed Payments.

If any payment fails or is rejected, Company shall notify Customer and may attempt to process payment again. Customer remains responsible for all amounts due. If payment remains outstanding for more than fourteen (14) days after the due date (grace period), Company may: (a) suspend access to the Service; (b) terminate the Account; and (c) pursue collection of amounts due.

7.4 Late Payments.

Amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) from the due date until paid in full. Customer shall reimburse Company for all reasonable costs and expenses (including attorneys' fees) incurred in collecting overdue amounts.

7.5 Refunds.

All fees are non-refundable except: (a) as expressly stated in these Terms; (b) in the event of Company's material breach of these Terms that Company fails to cure within thirty (30) days of written notice; (c) as required by applicable law; or (d) for annual plans, within the first fourteen (14) days of the initial subscription. In the event of an eligible refund, Company shall refund a prorated portion of prepaid fees for the unused portion of the Subscription Period.

7.6 Billing Disputes.

Customer must notify Company in writing at support@lenzo.ai of any billing disputes within thirty (30) days of the charge date. Failure to notify Company within such period constitutes Customer's acceptance of all charges.

7.7 Price Changes.

Company reserves the right to modify fees for new subscriptions at any time. Such modifications do not affect existing subscriptions until renewal, subject to Section 6.9.

8. BETA FEATURES & SERVICE CHANGES

8.1 Beta Feature Designation.

Company may from time to time offer features, functionality, or services designated as "beta," "preview," "pilot," "experimental," "early access," or similar designations (collectively, "Beta Features"). Beta Features are clearly identified in the Service interface or Documentation.

8.2 Beta Terms.

Beta Features are provided "AS IS" and "AS AVAILABLE" without any warranties, representations, or guarantees of any kind. Company may: (a) modify, suspend, or discontinue Beta Features at any time without notice or liability; (b) impose usage restrictions on Beta Features; (c) exclude Beta Features from Service Level Agreements; (d) subsequently release Beta Features as generally available features, potentially at additional cost.

8.3 Voluntary Participation.

Customer's use of Beta Features is entirely voluntary. Customer acknowledges that Beta Features: (a) may contain errors, bugs, or defects; (b) may not operate reliably or as intended; (c) may be incomplete or subject to significant modification; (d) may result in data loss or corruption; (e) are not suitable for production use or critical business functions; (f) SHOULD NOT BE RELIED UPON FOR ANY COMPLIANCE DECISION.

8.4 Beta Feedback.

If Customer provides Company with feedback, suggestions, comments, or ideas regarding Beta Features (collectively, "Feedback"), Company may use such Feedback for any purpose without obligation, restriction, or compensation to Customer. Customer hereby grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate Feedback into Company's products and services.

8.5 General Service Changes.

Company may add, modify, or remove features and functionality from the generally available Service. Company shall provide reasonable advance notice of changes that materially and adversely reduce core functionality of the Service. If Customer does not agree with such changes, Customer's sole remedy is to cancel the subscription in accordance with Section 6.10.

9. CUSTOMER DATA & INTEGRATIONS

9.1 Customer Data Ownership.

As between Company and Customer, Customer retains all right, title, and interest in and to Customer Data, including all Intellectual Property Rights therein. Nothing in these Terms transfers or assigns any ownership rights in Customer Data to Company.

9.2 License to Process Data.

Customer hereby grants Company a limited, non-exclusive, worldwide, royalty-free license to access, store, process, copy, transmit, display, and otherwise use Customer Data solely to: (a) provide, maintain, and improve the Service; (b) enforce these Terms; (c) comply with applicable law; (d) generate aggregated, anonymized analytics as permitted under Section 23.

9.3 Customer Data Responsibilities.

Customer is solely responsible for: (a) the accuracy, quality, legality, and integrity of Customer Data; (b) ensuring that Customer has all necessary rights, consents, and authorizations to provide Customer Data to Company and to grant the license in Section 9.2; (c) compliance with all applicable laws regarding the collection, use, and disclosure of Customer Data; (d) backing up Customer Data; (e) the means by which Customer acquired or collects Customer Data.

9.4 Third-Party Integration Consent.

Customer acknowledges that the Service may utilize Third-Party Integrations to access and process data from external systems. Customer represents and warrants that Customer has obtained all necessary consents and authorizations from relevant parties to grant Company access to such data through Third-Party Integrations.

9.5 Data Portability.

During the term, Customer may export Customer Data in formats made available through the Service. Company is not obligated to provide Customer Data in any specific format or structure. Customer is responsible for migrating and exporting Customer Data prior to termination.

9.6 Integration Responsibility.

Customer is solely responsible for: (a) configuring, maintaining, and updating all Third-Party Integrations; (b) ensuring that Third-Party Integrations function correctly; (c) complying with the terms of service of all third-party providers; (d) maintaining valid credentials and authorizations for Third-Party Integrations. Company does not guarantee: (i) compatibility with any specific third-party service; (ii) continued availability of any Third-Party Integration; (iii) that Third-Party Integrations will function without errors or interruptions.

9.7 Data Processing.

Company processes Customer Data in accordance with applicable data protection laws and Company's Privacy Policy, available at lenzo.ai/privacy. In the event of any conflict between these Terms and the Privacy Policy, these Terms shall control with respect to the subject matter of these Terms.

9.8 Data Retention.

Company shall retain Customer Data during the Subscription Period. Upon termination: (a) Company shall retain Customer Data for thirty (30) days to allow Customer to export such data; (b) Customer may request deletion of Customer Data at any time by submitting a request to support@lenzo.ai; (c) Company shall delete or anonymize Customer Data within thirty (30) days following termination or upon Customer's deletion request, except as required to comply with legal obligations or as permitted under Section 23.

9.9 Prohibited Data.

Customer shall not upload, transmit, or store through the Service: (a) protected health information (PHI) subject to HIPAA; (b) payment card information (PCI data); (c) social security numbers, driver's license numbers, or government-issued identification numbers; (d) biometric data; (e) any data the disclosure of which is prohibited by applicable law.

10. CUSTOMER RESPONSIBILITIES

10.1 Compliance Obligation.

Customer shall use the Service in compliance with: (a) all applicable federal, state, local, and international laws, regulations, and rules; (b) these Terms; (c) the Documentation; and (d) any usage guidelines or policies communicated by Company.

10.2 Customer's Sole Compliance Responsibility.

Customer acknowledges and agrees that Customer is solely and exclusively responsible for:

  • All trade compliance, sanctions compliance, export control, and import control obligations applicable to Customer's business;
  • Making all compliance determinations and decisions;
  • Verifying the accuracy and completeness of all information provided by the Service;
  • Engaging qualified legal counsel and compliance professionals;
  • Filing all required licenses, permits, and regulatory submissions;
  • Maintaining all required compliance records;
  • Training personnel on applicable compliance requirements;
  • Implementing appropriate internal compliance controls and procedures.

THE SERVICE IS A TOOL TO ASSIST CUSTOMER'S COMPLIANCE EFFORTS AND DOES NOT TRANSFER ANY COMPLIANCE RESPONSIBILITY OR LIABILITY TO COMPANY.

10.3 Prohibited Content.

Customer shall not upload, transmit, store, or process through the Service any content, data, or materials that:

  • Infringes or violates any third party's Intellectual Property Rights, privacy rights, publicity rights, or other proprietary rights;
  • Contains viruses, malware, ransomware, spyware, trojan horses, worms, or other malicious code or harmful components;
  • Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
  • Contains false, misleading, or fraudulent information;
  • Violates export control laws or regulations;
  • Facilitates illegal activities.

10.4 Prohibited Activities.

Customer shall not, and shall not permit any Authorized User or third party to:

  • Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except to the extent expressly permitted by applicable law notwithstanding this restriction;
  • Modify, adapt, translate, or create derivative works based on the Service;
  • Circumvent, disable, or interfere with security-related features;
  • Interfere with or disrupt the integrity or performance of the Service;
  • Access the Service through automated means (bots, scrapers, crawlers) except through documented APIs;
  • Use the Service to develop, build, train, or improve competing products or services;
  • Access or use the Service for benchmarking or competitive analysis purposes without Company's prior written consent;
  • Remove, alter, or obscure any proprietary rights notices on the Service or Documentation;
  • Share, rent, lease, sublicense, distribute, or transfer Account access to third parties;
  • Use the Service in any manner that imposes an unreasonable or disproportionately large load on Company's infrastructure;
  • Attempt to gain unauthorized access to the Service or connected systems.

10.5 Security Obligations.

Customer shall: (a) implement and maintain appropriate administrative, physical, and technical safeguards to protect Account credentials; (b) promptly notify Company of any suspected security breaches or unauthorized access; (c) cooperate with Company's investigation of security incidents; (d) not attempt to probe, scan, or test the vulnerability of the Service.

10.6 Monitoring Consent.

Customer acknowledges and agrees that Company may monitor Customer's use of the Service to: (a) ensure compliance with these Terms; (b) prevent fraud and abuse; (c) improve the Service; (d) provide customer support; (e) comply with legal obligations.

10.7 REGULATORY INVESTIGATION NOTIFICATION.

10.7.1 Notification Obligation.

Customer shall promptly notify Company in writing at support@lenzo.ai (with subject line "URGENT: Regulatory Matter") within seventy-two (72) hours if:

  • (a) Customer or any Authorized User becomes the subject of any investigation, inquiry, audit, or enforcement action by any governmental or regulatory authority related to sanctions, export controls, import controls, trade compliance, or related matters;
  • (b) Customer or any Authorized User receives any subpoena, civil investigative demand, or other legal process from any governmental authority related to trade compliance matters;
  • (c) Customer or any Authorized User becomes listed on any restricted party list, denied persons list, entity list, SDN list, or similar restricted party designation;
  • (d) Customer or any Authorized User becomes subject to any consent decree, settlement agreement, deferred prosecution agreement, or similar arrangement with any governmental authority related to trade compliance;
  • (e) Customer's export privileges are denied, suspended, or revoked by any governmental authority;
  • (f) Any officer, director, or key employee of Customer becomes listed on any restricted party list or becomes subject to trade compliance enforcement action.

10.7.2 Company Rights Upon Notification.

Upon receiving notification under Section 10.7.1 or upon Company independently becoming aware of any such matters, Company may, in its sole discretion and without liability:

  • (a) Immediately suspend Customer's access to the Service pending investigation;
  • (b) Terminate these Terms immediately without notice;
  • (c) Retain Customer Data as required for legal or regulatory compliance;
  • (d) Cooperate with governmental authorities and disclose information as required by law;
  • (e) Decline to provide any refund or credit for prepaid fees.

10.7.3 No Liability.

Customer acknowledges that Company's actions under Section 10.7.2 are taken to protect Company's legitimate interests and comply with applicable law, and Customer waives any claim against Company arising from such actions.

10.8 PROHIBITION ON SANCTIONS EVASION.

10.8.1 Prohibited Use.

Customer shall not use the Service, directly or indirectly, to:

  • (a) Evade, avoid, or circumvent any applicable sanctions, export controls, or import controls;
  • (b) Facilitate transactions with sanctioned parties, countries, or regions;
  • (c) Structure transactions to avoid triggering screening alerts or compliance requirements;
  • (d) Test the Service's detection capabilities for purposes of evasion;
  • (e) Identify gaps in sanctions coverage for purposes of exploitation;
  • (f) Assist any third party in evading sanctions or export controls;
  • (g) Disguise the true parties, destinations, or end-uses of any transaction.

10.8.2 Company Rights.

If Company reasonably suspects that Customer is using or attempting to use the Service for any purpose prohibited under Section 10.8.1, Company may, in its sole discretion and without liability:

  • (a) Immediately suspend Customer's access to the Service without prior notice;
  • (b) Terminate these Terms immediately without notice;
  • (c) Report Customer's activities to appropriate governmental authorities;
  • (d) Retain Customer Data and provide it to governmental authorities as required or permitted by law;
  • (e) Decline to provide any refund or credit for prepaid fees;
  • (f) Pursue all available legal remedies.

10.8.3 Customer Acknowledgment.

Customer acknowledges that violations of sanctions and export control laws may constitute serious criminal offenses. Customer assumes all risk and liability associated with Customer's compliance activities and use of the Service.

10.9 USER TRAINING RESPONSIBILITY.

10.9.1 Training Obligation.

Customer is solely responsible for:

  • (a) Training all Authorized Users on the proper use of the Service;
  • (b) Training all Authorized Users on applicable trade compliance, sanctions, export control, and import control requirements;
  • (c) Ensuring Authorized Users understand that the Service is an informational tool only and does not make compliance decisions;
  • (d) Ensuring Authorized Users understand the limitations and disclaimers set forth in these Terms;
  • (e) Training Authorized Users on Customer's internal compliance policies and procedures;
  • (f) Maintaining records of training provided to Authorized Users;
  • (g) Providing refresher training as needed to address regulatory changes or Service updates.

10.9.2 No Training by Company.

Company does not provide compliance training, regulatory training, or professional certification. Any documentation, guides, or help materials provided by Company are for informational purposes regarding Service functionality only and do not constitute compliance training.

10.9.3 Liability.

CUSTOMER IS SOLELY LIABLE FOR ALL ACTIONS AND ERRORS OF AUTHORIZED USERS, INCLUDING THOSE RESULTING FROM INADEQUATE TRAINING. Company shall have no liability for any consequence arising from Authorized Users' lack of training or misunderstanding of the Service or applicable compliance requirements.

10.10 INTEGRATION FAILURES.

10.10.1 Customer Integrations.

Customer may integrate the Service with Customer's enterprise systems, including but not limited to ERP (Enterprise Resource Planning), CRM (Customer Relationship Management), TMS (Trade Management Systems), accounting systems, and other business applications ("Customer Integrations").

10.10.2 Customer Responsibility.

Customer is solely responsible for:

  • (a) Designing, implementing, configuring, and maintaining all Customer Integrations;
  • (b) Ensuring Customer Integrations function correctly and reliably;
  • (c) Testing Customer Integrations before production use;
  • (d) Monitoring Customer Integrations for errors or failures;
  • (e) Troubleshooting and resolving issues with Customer Integrations;
  • (f) Ensuring Customer Integrations do not compromise the security or performance of the Service;
  • (g) Maintaining API credentials and access tokens for Customer Integrations;
  • (h) Updating Customer Integrations as needed to accommodate Service updates or API changes.

10.10.3 No Liability for Integration Failures.

COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR:

  • (a) Failures, errors, or malfunctions in Customer Integrations;
  • (b) Data loss, corruption, or inaccuracy resulting from Customer Integration failures;
  • (c) Compliance failures resulting from Customer Integration failures (e.g., failure to screen a transaction because Customer's ERP did not send data to the Service);
  • (d) Business interruption caused by Customer Integration failures;
  • (e) Incompatibility between Customer's systems and the Service;
  • (f) Changes to the Service API that affect Customer Integrations (Company will use reasonable efforts to provide notice of breaking API changes).

10.10.4 Integration Testing.

Customer acknowledges that it is Customer's sole responsibility to thoroughly test all integrations in a non-production environment before deploying to production. Company does not validate, certify, or warrant the correct functioning of Customer Integrations.

10.11 VOLUNTARY SELF-DISCLOSURE.

10.11.1 Disclosure Decision.

If Customer discovers, through use of the Service or otherwise, that Customer may have violated any sanctions, export control, import control, or other trade compliance law or regulation (whether past or ongoing), the decision whether to make a voluntary self-disclosure to applicable governmental authorities is SOLELY CUSTOMER'S DECISION AND RESPONSIBILITY.

10.11.2 Company Has No Role.

Company:

  • (a) DOES NOT advise Customer on whether to make voluntary self-disclosure;
  • (b) DOES NOT prepare or file voluntary self-disclosures on Customer's behalf;
  • (c) DOES NOT represent Customer in any communications with governmental authorities;
  • (d) DOES NOT evaluate the merits, risks, or benefits of voluntary self-disclosure;
  • (e) IS NOT a law firm and cannot provide legal advice regarding disclosure obligations.

10.11.3 Legal Counsel.

Customer should consult with qualified legal counsel experienced in trade compliance matters to evaluate whether voluntary self-disclosure is appropriate or required. The decision to disclose (or not disclose) potential violations is a significant legal decision with substantial consequences.

10.11.4 No Liability.

COMPANY SHALL HAVE NO LIABILITY FOR:

  • (a) Customer's decision to make or not make a voluntary self-disclosure;
  • (b) The content, timing, or manner of any voluntary self-disclosure;
  • (c) Any consequence arising from voluntary self-disclosure or failure to disclose;
  • (d) Any regulatory action, penalty, or enforcement resulting from disclosed or undisclosed violations.

10.11.5 Customer Acknowledgment.

Customer acknowledges that voluntary self-disclosure is a complex legal matter with significant implications, and that Company is not qualified to advise on such matters.

11. INTELLECTUAL PROPERTY RIGHTS

11.1 Company Ownership.

Company retains all right, title, and interest in and to the Service, Documentation, and all related technology, software, processes, algorithms, know-how, methodologies, and other materials developed or provided by Company, including all Intellectual Property Rights therein. This includes all modifications, enhancements, improvements, updates, derivative works, and customizations made to the Service, regardless of whether based on Customer's suggestions or Feedback.

11.2 Lenzo Trademarks.

"Lenzo" and all associated trademarks, service marks, logos, trade dress, and trade names (collectively, "Lenzo Marks") are the exclusive property of Genio Group, Inc. Customer receives no rights or licenses in or to the Lenzo Marks except the limited right to refer to the Service by name during the term solely in connection with Customer's authorized use of the Service.

11.3 Proprietary Notices.

Customer shall not remove, alter, cover, or obscure any copyright notices, trademark notices, or other proprietary rights notices placed or embedded in or on the Service, Documentation, or any related materials.

11.4 Feedback and Suggestions.

If Customer provides Company with any suggestions, enhancement requests, recommendations, corrections, or other feedback regarding the Service (collectively, "Feedback"), Company may use such Feedback for any purpose without obligation, restriction, or compensation to Customer. Customer hereby grants Company a perpetual, irrevocable, transferable, sublicensable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, create derivative works from, distribute, publicly perform, and publicly display Feedback in any form and for any purpose.

11.5 Reservation of Rights.

Except for the limited access rights expressly granted in these Terms, Company reserves all rights, title, and interest in and to the Service and all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth in these Terms.

12. ACCEPTABLE USE

12.1 Prohibited Uses.

Customer shall not use the Service to:

  • Violate any applicable law, regulation, court order, or governmental directive;
  • Infringe, misappropriate, or violate any third party's rights;
  • Distribute unsolicited or unauthorized advertising, promotional materials, spam, or similar communications;
  • Impersonate any person or entity or falsely state or misrepresent Customer's affiliation;
  • Interfere with or disrupt other users' access to or use of the Service;
  • Collect or store personal information about other users without their explicit consent;
  • Engage in fraudulent, deceptive, or manipulative activities;
  • Facilitate, encourage, or provide instructions for illegal activities;
  • Attempt to gain unauthorized access to any systems connected to the Service;
  • Probe, scan, or test the vulnerability of any system or breach any security measures;
  • Use the Service for cryptocurrency mining or other resource-intensive computing activities unrelated to the Service's intended purpose;
  • Transmit any content that contains software viruses or harmful code;
  • Forge headers or manipulate identifiers to disguise the origin of content.

12.2 Enforcement Rights.

Company reserves the right, but has no obligation, to: (a) investigate any suspected violation of these Terms or misuse of the Service; (b) take appropriate action in response to violations, including suspending or terminating access, removing content, and reporting violations to law enforcement; (c) cooperate with law enforcement agencies in investigating suspected criminal violations.

12.3 No Liability for Enforcement.

Company shall not be liable to Customer or any third party for any action taken in response to suspected violations, including Account suspension or termination, provided such action is taken in good faith based on reasonable belief of a violation.

12.4 Customer Cooperation.

Customer shall: (a) cooperate with Company's investigations of potential violations; (b) provide information reasonably requested by Company regarding suspected violations; (c) take prompt corrective action to remedy any violations by Customer or Authorized Users.

13. DATA SECURITY & COMPLIANCE

13.1 Security Measures.

Company implements and maintains administrative, physical, and technical safeguards reasonably designed to protect Customer Data from unauthorized access, use, disclosure, alteration, or destruction. Such measures include:

  • Encryption of data in transit using TLS 1.3 or higher;
  • Encryption of data at rest using AES-256 encryption;
  • Multi-factor authentication (MFA) requirement for all Administrator accounts;
  • Role-based access controls (RBAC);
  • Intrusion detection and prevention systems;
  • Comprehensive logging and monitoring;
  • Documented incident response procedures;
  • Secure software development lifecycle practices.

13.2 Security Incident Notification.

In the event Company becomes aware of a Security Incident that results in unauthorized access to, acquisition of, or disclosure of Customer Data that compromises the security, confidentiality, or integrity of such data, Company shall: (a) Notify Customer without undue delay and in no event later than seventy-two (72) hours after becoming aware of the Security Incident; (b) Provide Customer with reasonably available information about the Security Incident; (c) Cooperate with Customer's reasonable investigation; (d) Take prompt action to investigate, contain, and remediate the Security Incident. Customer acknowledges that Company's notification does not constitute an acknowledgment of fault or liability.

13.3 Data Protection Compliance.

13.3.1 GDPR Compliance.

For Customer Data containing personal data of individuals located in the European Economic Area (EEA), United Kingdom, or Switzerland, Company processes such data in accordance with the General Data Protection Regulation (GDPR) and applicable data protection laws. Company's Data Processing Agreement (DPA) is available at lenzo.ai/dpa and is incorporated into these Terms by reference.

13.3.2 CCPA Compliance.

Company processes personal information of California residents in accordance with the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA). Company does not "sell" or "share" Customer Data as those terms are defined under CCPA.

13.4 Customer Security Obligations.

Customer shall:

  • Use strong, unique passwords for all Account credentials and enable multi-factor authentication;
  • Restrict access to the Service to Authorized Users only;
  • Monitor Account activity for unauthorized or suspicious access;
  • Comply with all security guidelines communicated by Company;
  • Maintain adequate backups of Customer Data;
  • Ensure that devices and networks used to access the Service are secured;
  • Not attempt to circumvent or disable any security features of the Service.

13.5 Third-Party Security.

Company is not responsible for the security practices, policies, or service availability of third-party services, including Third-Party Integrations configured by Customer, regulatory data providers, and cloud infrastructure providers. Customer acknowledges that such third parties maintain their own security practices and terms of service.

14. SUBPROCESSORS

14.1 Authorization to Engage Subprocessors.

Customer authorizes Company to engage third-party service providers ("Subprocessors") to process Customer Data in connection with providing the Service.

14.2 Subprocessor List.

A current, comprehensive list of all Subprocessors is maintained at lenzo.ai/subprocessors.

14.3 New Subprocessors Notice.

Company shall provide Customer with at least thirty (30) days' advance written notice before engaging any new Subprocessor or materially changing the role of an existing Subprocessor.

14.4 Subprocessor Requirements.

Company shall ensure that all agreements with Subprocessors impose data protection, security, and confidentiality obligations no less protective than those in these Terms.

15. SERVICE AVAILABILITY & SUPPORT

15.1 Uptime Commitment.

Company shall use commercially reasonable efforts to make the Service available with an uptime percentage of at least 99.9% per calendar month.

15.2 Scheduled Maintenance.

Company may perform scheduled maintenance on the Service as necessary. Company shall provide at least seventy-two (72) hours' advance notice of scheduled maintenance. Scheduled Maintenance does not count as Downtime.

15.3 Emergency Maintenance.

Company may perform emergency maintenance without advance notice when immediately necessary for security or stability. Emergency Maintenance does not count as Downtime.

15.4 Support Services.

Company provides customer support as follows:

All Plans:

Essentials & Advanced Plans:

  • Business hours support: Monday–Friday, 9:00 AM – 6:00 PM Pacific Time;
  • Initial response time target: within one (1) business day.

Complete Plan:

  • Extended hours support: Monday–Friday, 8:00 AM – 8:00 PM Pacific Time;
  • Initial response time target: within four (4) business hours (Priority Support);
  • Priority bug resolution and feature requests.

15.5 Support Response Times.

Response time targets are goals, not guarantees, and are subject to support request volume and complexity.

16. SERVICE LEVEL AGREEMENT & REMEDIES

16.1 SLA Application.

This Section 16 applies to all paid Subscription Plans (Essentials, Advanced, Complete). The Service Level Agreement (SLA) provides Customer's sole and exclusive remedy for Service availability failures.

16.2 SLA Credits.

If Company fails to meet the 99.9% Uptime Commitment in any calendar month, Customer shall be eligible for service credits ("SLA Credits") as follows:

Monthly Uptime Achieved SLA Credit (% of Monthly Fee)
99.5% to 99.89% 10%
99.0% to 99.49% 25%
98.0% to 98.99% 50%
Below 98.0% 100%

16.3 SLA Credit Limitations.

  • Maximum SLA Credit per calendar month shall not exceed one hundred percent (100%) of the Monthly Fee;
  • SLA Credits are provided as credits toward future subscription fees;
  • SLA Credits are not refundable or redeemable for cash;
  • SLA Credits expire if not used within twelve (12) months of issuance.

16.4 SLA Credit Request Procedure.

To request SLA Credits, Customer must submit a request to support@lenzo.ai within forty-five (45) days following the end of the calendar month in which the Uptime failure occurred.

16.5 SLA Exclusivity.

SLA Credits represent Customer's sole and exclusive remedy for Service unavailability, interruptions, or performance issues.

17. WARRANTIES & DISCLAIMERS

17.1 Limited Company Warranties.

Company represents and warrants that:

  • Company has the legal right, power, and authority to enter into and perform its obligations under these Terms;
  • The Service, when used in accordance with these Terms and the Documentation, shall perform materially in accordance with the Documentation under normal use conditions;
  • Company shall not knowingly introduce viruses or malicious code into the Service.

17.2 Customer Warranties.

Customer represents and warrants that:

  • Customer has the legal right, power, and authority to enter into and perform its obligations under these Terms;
  • If Customer is entering into these Terms on behalf of an entity, Customer is duly authorized to bind such entity;
  • Customer Data does not and shall not infringe or violate any third party's rights or any applicable law;
  • Customer has obtained all necessary rights, consents, and authorizations to provide Customer Data to Company;
  • Customer's use of the Service complies and shall comply with all applicable laws, regulations, and industry standards;
  • All information provided by Customer during registration and thereafter is accurate, current, and complete;
  • Customer is solely responsible for all compliance decisions and determinations;
  • Customer will not rely on the Service as a substitute for qualified legal counsel or compliance professionals.

17.3 WARRANTY DISCLAIMERS.

17.3.1 General Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 17.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

  • ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR QUALITY OF SERVICE;
  • ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE;
  • ANY WARRANTIES THAT THE SERVICE WILL: (i) OPERATE UNINTERRUPTED, ERROR-FREE, OR FREE FROM DEFECTS; (ii) BE SECURE, VIRUS-FREE, OR FREE FROM HARMFUL COMPONENTS; (iii) MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS;
  • ANY WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR QUALITY OF ANY CONTENT, DATA, INFORMATION, SCREENING RESULTS, CLASSIFICATIONS, OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICE.

17.3.2 COMPLIANCE DATA DISCLAIMER.

COMPANY MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES WHATSOEVER REGARDING:

  • THE ACCURACY, COMPLETENESS, TIMELINESS, OR CURRENCY OF ANY COMPLIANCE DATA, INCLUDING SANCTIONS LISTS, RESTRICTED PARTY LISTS, HS CODES, ECCN CLASSIFICATIONS, OR REGULATORY INFORMATION;
  • THE ACCURACY OR RELIABILITY OF ANY SCREENING RESULTS, MATCHES, OR ALERTS;
  • THE CORRECTNESS OF ANY PRODUCT CLASSIFICATIONS OR LICENSING DETERMINATIONS;
  • WHETHER THE SERVICE IDENTIFIES ALL RELEVANT COMPLIANCE RISKS, RESTRICTIONS, OR REQUIREMENTS;
  • WHETHER COMPLIANCE DATA REFLECTS THE CURRENT STATE OF ANY LAW, REGULATION, OR REQUIREMENT;
  • THE SUITABILITY OF ANY INFORMATION PROVIDED BY THE SERVICE FOR ANY PARTICULAR PURPOSE.

17.3.3 REGULATORY COMPLIANCE DISCLAIMER.

COMPANY DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT:

  • USE OF THE SERVICE WILL RESULT IN COMPLIANCE WITH ANY LAW, REGULATION, SANCTION, EXPORT CONTROL, OR IMPORT CONTROL;
  • THE SERVICE WILL IDENTIFY ALL SANCTIONED PARTIES, RESTRICTED PARTIES, OR PROHIBITED TRANSACTIONS;
  • PRODUCT CLASSIFICATIONS ARE CORRECT OR WILL BE ACCEPTED BY ANY REGULATORY AUTHORITY;
  • LICENSING DETERMINATIONS ARE ACCURATE OR COMPLETE;
  • THE SERVICE COVERS ALL APPLICABLE JURISDICTIONS, REGULATIONS, OR REQUIREMENTS;
  • CUSTOMER WILL AVOID PENALTIES, FINES, OR OTHER CONSEQUENCES BY USING THE SERVICE.

17.3.4 Third-Party Services Disclaimer.

COMPANY MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING THIRD-PARTY INTEGRATIONS, INCLUDING THEIR AVAILABILITY, FUNCTIONALITY, ACCURACY, RELIABILITY, OR COMPATIBILITY WITH THE SERVICE, OR DATA PROVIDED BY THIRD-PARTY SERVICES, INCLUDING GOVERNMENT AND REGULATORY DATABASES.

17.3.5 Results and Outcomes Disclaimer.

COMPANY DOES NOT GUARANTEE, WARRANT, OR REPRESENT THAT USE OF THE SERVICE WILL:

  • RESULT IN ANY SPECIFIC COMPLIANCE OUTCOME;
  • PREVENT ANY REGULATORY ACTION, PENALTY, FINE, OR OTHER CONSEQUENCE;
  • SATISFY ANY REGULATOR, AUDITOR, OR GOVERNMENTAL AUTHORITY;
  • ACHIEVE ANY PARTICULAR BUSINESS OBJECTIVE OR RESULT.

ALL SCREENING RESULTS, CLASSIFICATIONS, ALERTS, RECOMMENDATIONS, AND SIMILAR OUTPUTS PROVIDED BY THE SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY, ARE BASED ON AUTOMATED ANALYSIS THAT MAY CONTAIN ERRORS, AND ARE NOT GUARANTEED OR WARRANTED IN ANY MANNER. CUSTOMER MUST INDEPENDENTLY VERIFY ALL SUCH INFORMATION.

17.3.6 Beta Features Disclaimer.

BETA FEATURES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

17.3.7 No Professional Advice.

THE SERVICE DOES NOT PROVIDE LEGAL, REGULATORY, COMPLIANCE, TAX, OR OTHER PROFESSIONAL ADVICE. ANY INFORMATION, RECOMMENDATIONS, CLASSIFICATIONS, OR OUTPUTS PROVIDED BY THE SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. CUSTOMER SHOULD CONSULT WITH QUALIFIED LEGAL AND COMPLIANCE PROFESSIONALS BEFORE MAKING ANY COMPLIANCE DECISION.

17.4 Allocation of Risk.

Customer acknowledges that the warranty disclaimers and limitations in this Section 17 are essential elements of the agreement between the parties, reflect a reasonable allocation of risk, and form the basis for Company's pricing. Company would not provide the Service at the stated fees without these limitations.

18. LIMITATION OF LIABILITY

18.1 EXCLUSION OF CONSEQUENTIAL DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY (OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;
  • LOSS OF PROFITS, REVENUE, BUSINESS, BUSINESS OPPORTUNITIES, CONTRACTS, OR ANTICIPATED SAVINGS (WHETHER DIRECT OR INDIRECT);
  • LOSS OF OR CORRUPTION TO DATA OR INFORMATION;
  • BUSINESS INTERRUPTION, DOWNTIME, OR LOSS OF BUSINESS GOODWILL OR REPUTATION;
  • COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
  • LOSS OF USE OR LOSS OF PRODUCTION;
  • ANY PENALTIES, FINES, SANCTIONS, REGULATORY ACTIONS, OR GOVERNMENTAL ENFORCEMENT ACTIONS;
  • ANY CRIMINAL CHARGES OR CRIMINAL LIABILITY;
  • ANY CIVIL LIABILITY TO THIRD PARTIES;
  • LOSS OF EXPORT PRIVILEGES OR DEBARMENT;
  • REPUTATIONAL HARM OR DAMAGE;
  • ANY OTHER INTANGIBLE LOSSES OR DAMAGES;

ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, CUSTOMER'S USE OF THE SERVICE, ANY COMPLIANCE DECISION MADE BY CUSTOMER, ANY SCREENING RESULTS, CLASSIFICATIONS, OR OTHER INFORMATION PROVIDED BY THE SERVICE, OR THE SUBJECT MATTER HEREOF, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, INDEMNITY, OR OTHERWISE), WHETHER COMPANY WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES, OR WHETHER LIABILITY ARISES FROM COMPANY'S ACTS OR OMISSIONS, INCLUDING NEGLIGENCE.

18.2 LIABILITY CAP.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF: (A) ONE THOUSAND DOLLARS ($1,000); OR (B) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO COMPANY IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. MULTIPLE CLAIMS SHALL NOT EXPAND THIS LIMITATION. THE LIMITATIONS IN THIS SECTION 18.2 APPLY IN THE AGGREGATE TO ALL CLAIMS, REGARDLESS OF THE NUMBER OF EVENTS, CLAIMS, OR CAUSES OF ACTION.

18.3 NO LIABILITY FOR COMPLIANCE OUTCOMES.

COMPANY SHALL HAVE ABSOLUTELY NO LIABILITY WHATSOEVER FOR:

  • ANY COMPLIANCE DECISION MADE BY CUSTOMER OR ANY AUTHORIZED USER;
  • ANY RELIANCE BY CUSTOMER ON SCREENING RESULTS, CLASSIFICATIONS, ALERTS, OR OTHER INFORMATION PROVIDED BY THE SERVICE;
  • ANY FAILURE OF THE SERVICE TO IDENTIFY ANY SANCTIONED PARTY, RESTRICTED PARTY, CONTROLLED PRODUCT, OR COMPLIANCE RISK;
  • ANY INACCURACY, ERROR, OMISSION, OR DELAY IN COMPLIANCE DATA;
  • ANY PENALTY, FINE, SANCTION, REGULATORY ACTION, CRIMINAL CHARGE, CIVIL LIABILITY, OR OTHER CONSEQUENCE ARISING FROM CUSTOMER'S COMPLIANCE ACTIVITIES;
  • ANY INTERPRETATION OF COMPLIANCE DATA, SCREENING RESULTS, OR CLASSIFICATIONS;
  • ANY TRANSACTION THAT CUSTOMER PROCEEDS WITH OR DECLINES BASED ON THE SERVICE;
  • CUSTOMER'S FAILURE TO COMPLY WITH ANY APPLICABLE LAW, REGULATION, OR REQUIREMENT.

18.4 NO LIABILITY FOR THIRD-PARTY SERVICE FAILURES.

COMPANY SHALL HAVE ABSOLUTELY NO LIABILITY WHATSOEVER FOR:

  • ANY FAILURE, OUTAGE, INTERRUPTION, DEGRADATION, OR UNAVAILABILITY OF ANY THIRD-PARTY SERVICE PROVIDER;
  • ANY FAILURE OF DATA PROVIDERS, INCLUDING OPENSANCTIONS, GOVERNMENT FEEDS, OR COMMERCIAL DATA SOURCES;
  • ANY FAILURE OF HOSTING OR INFRASTRUCTURE PROVIDERS, INCLUDING AWS OR OTHER CLOUD PROVIDERS;
  • ANY FAILURE OF AUTHENTICATION OR IDENTITY PROVIDERS;
  • ANY FAILURE OF PAYMENT PROCESSORS, INCLUDING STRIPE;
  • ANY FAILURE OF EMAIL, SMS, WEBHOOK, OR OTHER NOTIFICATION DELIVERY SERVICES;
  • ANY INACCURACY, ERROR, OMISSION, DELAY, OR INCOMPLETENESS IN DATA FROM ANY THIRD-PARTY SOURCE;
  • ANY CHANGE, DISCONTINUATION, DEPRECATION, OR MODIFICATION OF THIRD-PARTY SERVICES, APIS, OR DATA FEEDS;
  • ANY SECURITY INCIDENT, DATA BREACH, OR UNAUTHORIZED ACCESS OCCURRING AT ANY THIRD-PARTY PROVIDER;
  • ANY RATE LIMITING, THROTTLING, OR CAPACITY LIMITATIONS IMPOSED BY THIRD-PARTY PROVIDERS;
  • ANY GEOGRAPHIC RESTRICTIONS OR REGIONAL UNAVAILABILITY OF THIRD-PARTY SERVICES;
  • ANY INTERNET CONNECTIVITY ISSUES, NETWORK FAILURES, OR ISP OUTAGES OUTSIDE COMPANY'S INFRASTRUCTURE;
  • ANY BROWSER INCOMPATIBILITY, DEVICE ISSUES, OR CLIENT-SIDE SOFTWARE FAILURES;
  • ANY DNS FAILURES, CDN OUTAGES, OR SSL/TLS CERTIFICATE ISSUES AT THIRD-PARTY PROVIDERS;
  • ANY CONSEQUENCE OF GOVERNMENT DATABASE UNAVAILABILITY OR GOVERNMENT WEBSITE OUTAGES;
  • ANY CONSEQUENCE OF FORCE MAJEURE EVENTS AFFECTING THIRD-PARTY PROVIDERS.

18.5 Data Loss Liability.

Company shall have no liability whatsoever for data loss if: (a) Customer failed to maintain adequate independent backups of Customer Data; (b) Data loss resulted from Customer's acts, omissions, or negligence; (c) Data loss resulted from Third-Party Integration failures or third-party acts; (d) Data loss resulted from Force Majeure Events; (e) Customer failed to export Customer Data during the retrieval period following termination.

18.6 Exceptions to Limitations.

The limitations and exclusions in Sections 18.1 and 18.2 do NOT apply to liabilities arising from: (a) Customer's payment obligations under Section 7; (b) Customer's indemnification obligations under Section 19; (c) Customer's breach of Section 10 (Customer Responsibilities) or Section 12 (Acceptable Use); (d) Customer's infringement of Company's Intellectual Property Rights; (e) Liabilities that cannot be limited or excluded under applicable law.

18.7 Failure of Essential Purpose.

THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 18 SHALL APPLY EVEN IF ANY LIMITED REMEDY PROVIDED IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

18.8 Basis of the Bargain.

Customer acknowledges and agrees that:

  • The limitations and exclusions in this Section 18 are fundamental elements of the basis of the bargain between Customer and Company;
  • The fees charged by Company reflect the allocation of risk and limitations of liability set forth in these Terms;
  • Company would not provide the Service or enter into these Terms without these limitations on liability;
  • These limitations apply regardless of whether any limited remedies succeed or fail in their essential purpose.

18.9 Limitation Period.

No action arising out of or relating to these Terms or the Service, regardless of form, may be brought by Customer more than one (1) year after the cause of action has accrued.

19. INDEMNIFICATION

19.1 Customer Indemnification.

Customer shall indemnify, defend (at Company's option), and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns (collectively, "Company Indemnitees") from and against any and all third-party claims, actions, demands, proceedings, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees and court costs (collectively, "Losses"), arising out of or relating to:

  • Customer Data, including any claim that Customer Data infringes, misappropriates, or violates any third party's rights;
  • Customer's or any Authorized User's use of the Service in violation of these Terms, the Documentation, or applicable law;
  • Customer's breach of any representation, warranty, covenant, or obligation in these Terms;
  • Customer's violation of any applicable law, regulation, or rule, including trade compliance laws, sanctions, export control laws, import control laws, data protection laws, or consumer protection laws;
  • Any compliance decision made by Customer or any Authorized User;
  • Any reliance by Customer on Screening Results, classifications, alerts, or other information provided by the Service;
  • Any penalty, fine, sanction, regulatory action, criminal charge, civil liability, or other consequence arising from Customer's compliance activities or non-compliance;
  • Negligence, willful misconduct, or fraudulent acts by Customer or any Authorized User;
  • Unauthorized access to the Service resulting from Customer's failure to secure Account credentials;
  • Claims by Authorized Users, employees, contractors, or other third parties alleging harm caused by Customer's use of the Service;
  • Claims related to Third-Party Integrations configured or authorized by Customer;
  • Any claim by any governmental or regulatory authority related to Customer's compliance activities.

19.2 Company Indemnification.

Company shall indemnify, defend (at Customer's option), and hold harmless Customer, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all Losses arising out of any third-party claim alleging that the Service, when used by Customer in strict accordance with these Terms and the Documentation, directly infringes any patent, copyright, trademark, or trade secret right enforceable in the United States (each, an "IP Claim").

19.3 Company Indemnification Exclusions.

Company's indemnification obligation under Section 19.2 does NOT apply to IP Claims arising out of or resulting from:

  • Customer Data or any content, materials, data, or information provided by Customer;
  • Modifications to the Service made by anyone other than Company;
  • Use of the Service in combination with products, services, data, or technology not provided by Company;
  • Use of the Service in violation of these Terms, the Documentation, or applicable law;
  • Use of non-current versions of the Service;
  • Beta Features;
  • Use of the Service after Company has notified Customer to discontinue use due to an IP Claim;
  • Third-Party Integrations or third-party services;
  • Free trial subscriptions or services provided without charge;
  • Continued use after subscription termination.

19.4 Indemnification Procedure.

A party seeking indemnification shall:

  • Promptly notify the indemnifying party in writing of any claim;
  • Grant the indemnifying party sole control over the defense and settlement;
  • Provide reasonable cooperation and assistance;
  • Not make any admission of liability or enter into any settlement without the indemnifying party's consent.

19.5 Sole Remedy.

THE INDEMNIFICATION PROVISIONS IN THIS SECTION 19 STATE EACH PARTY'S SOLE AND EXCLUSIVE LIABILITY AND THE OTHER PARTY'S SOLE AND EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS COVERED BY THIS SECTION 19.

20. TERMINATION & DATA HANDLING

20.1 Term.

These Terms commence on the date Customer first registers for or accesses the Service (the "Effective Date") and continue until terminated in accordance with this Section 20.

20.2 Termination by Customer for Convenience.

Customer may terminate these Terms and the subscription at any time by accessing Account settings or sending written notice to Company at support@lenzo.ai. Termination takes effect at the end of the then-current Subscription Period. Customer remains liable for all fees incurred prior to the effective termination date. No refunds or credits shall be provided for early termination.

20.3 Termination by Company for Cause.

Company may suspend access to the Service immediately and/or terminate these Terms upon written notice to Customer if:

  • Customer materially breaches any provision of these Terms and fails to cure such breach within ten (10) days after receiving written notice;
  • Customer fails to pay any amounts due and such failure continues for more than fifteen (15) days after written notice;
  • Customer's use of the Service poses a security risk or subjects Company to legal liability;
  • Customer becomes insolvent or ceases to conduct business;
  • Company is required to terminate access by applicable law or governmental authority;
  • Customer engages in fraudulent activities or misrepresentation.

20.4 Termination by Customer for Cause.

Customer may terminate these Terms immediately upon written notice and receive a prorated refund of prepaid fees for the unused portion of the then-current Subscription Period if: (a) Company materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice; (b) Company ceases operations or becomes insolvent; (c) Service Downtime (excluding Excused Downtime) exceeds forty-eight (48) consecutive hours.

20.5 Effect of Termination.

Upon termination or expiration of these Terms for any reason:

  • All rights and licenses granted to Customer immediately terminate;
  • Customer shall immediately cease all access to and use of the Service;
  • Customer shall pay all outstanding fees and amounts owed;
  • Each party shall return or destroy Confidential Information of the other party;
  • Company may disable Customer's Account.

20.6 Data Retrieval and Deletion.

20.6.1 Data Retrieval Period.

Customer shall have thirty (30) days from the effective termination date to export and retrieve Customer Data.

20.6.2 Data Deletion.

Following expiration of the Data Retrieval Period, Company shall delete or anonymize all Customer Data, except data required to be retained by applicable law or aggregated, anonymized data as permitted under Section 23.

20.6.3 No Obligation to Retain.

Company has no obligation to maintain or provide access to Customer Data after expiration of the Data Retrieval Period. Customer is solely responsible for exporting and maintaining backups.

20.7 No Refunds Upon Termination.

Except as expressly provided in these Terms, no refunds, credits, or other compensation shall be provided upon termination.

20.8 Survival.

The following provisions shall survive termination: Sections 2, 7.1 (payment obligations for fees incurred), 9.1, 11, 17.3, 18, 19, 20.5-20.8, 22, 23, 24, and 25.

21. MODIFICATIONS TO TERMS

21.1 Right to Modify.

Company reserves the right to modify, amend, or update these Terms at any time.

21.2 Notice of Modifications.

Company shall provide notice of material modifications by: (a) email notification; (b) in-application notification; (c) posting updated Terms at lenzo.ai/terms.

21.3 Effective Date of Modifications.

Material modifications shall become effective thirty (30) days after notice. Non-material modifications may become effective immediately upon posting.

21.4 Acceptance of Modifications.

Customer's continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to modifications, Customer's sole remedy is to terminate the subscription prior to the effective date.

22. CONFIDENTIALITY

22.1 Definition of Confidential Information.

"Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or would reasonably be considered confidential. Customer Data is deemed Confidential Information of Customer.

22.2 Exclusions.

Confidential Information does not include information that: (a) was publicly available; (b) was rightfully known prior to disclosure; (c) is received from a third party without restriction; (d) is independently developed.

22.3 Confidentiality Obligations.

The receiving party shall hold Confidential Information in confidence and use it solely for purposes of these Terms.

22.4 Permitted Disclosures.

Confidential Information may be disclosed to employees, contractors, and advisors with a need to know, and as required by law.

22.5 Duration.

Confidentiality obligations continue for five (5) years from disclosure or, for trade secrets, as long as they remain trade secrets.

23. BENCHMARKING & DATA USAGE

23.1 Collection of Analytics Data.

Company collects and analyzes usage data, performance metrics, and other information derived from Customer's use of the Service ("Analytics Data").

23.2 Aggregation and Anonymization.

Company shall aggregate and anonymize Analytics Data such that it cannot reasonably be used to identify Customer or any individual.

23.3 Permitted Uses.

Company may use Analytics Data for:

  • (a) Service improvement;
  • (b) Product development;
  • (c) Benchmarking and research;
  • (d) Marketing and publications (without identifying Customer);
  • (e) Business operations;
  • (f) Legal compliance.

23.4 Ownership.

Company owns all right, title, and interest in Analytics Data.

23.5 Customer References.

Company shall not publicly identify Customer without Customer's prior written consent.

24. GOVERNING LAW & DISPUTE RESOLUTION

24.1 Governing Law.

These Terms shall be governed by the laws of the State of California, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

24.2 Exclusive Jurisdiction.

Subject to Sections 24.3-24.6, the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

24.3 Informal Dispute Resolution.

Prior to formal proceedings, the parties shall attempt to resolve disputes through good faith negotiation for sixty (60) days.

24.4 Binding Arbitration.

If disputes cannot be resolved informally, either party may elect binding arbitration administered by JAMS in accordance with its rules. The arbitration shall be conducted by a single arbitrator in San Francisco, California. The arbitrator's decision shall be final and binding.

24.5 Small Claims Court Exception.

Either party may bring an individual action in small claims court if the claim qualifies.

24.6 Injunctive Relief Exception.

Either party may seek injunctive relief in court for actual or threatened infringement of Intellectual Property Rights or breach of confidentiality.

24.7 CLASS ACTION WAIVER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE ACTION.

24.8 JURY TRIAL WAIVER.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

24.9 Limitation Period.

Any claim must be filed within one (1) year after the cause of action arose.

25. GENERAL PROVISIONS

25.1 Entire Agreement.

These Terms, together with the Privacy Policy at lenzo.ai/privacy and the DPA at lenzo.ai/dpa, constitute the entire agreement between the parties.

25.2 Order of Precedence.

In the event of conflict: (1) these Terms; (2) the DPA; (3) the Privacy Policy.

25.3 Assignment.

Customer may not assign these Terms without Company's prior written consent. Company may assign these Terms freely.

25.4 CHANGE OF CONTROL.

25.4.1 Definition.

"Change of Control" means: (a) a merger, consolidation, or similar transaction involving Customer; (b) the sale of all or substantially all of Customer's assets; (c) the acquisition of more than fifty percent (50%) of Customer's voting securities or ownership interests by any person or entity (or group of affiliated persons or entities) that did not hold such interest prior to the transaction; (d) any other transaction resulting in a change in the ultimate controlling party of Customer.

25.4.2 Notification Requirement.

Customer shall provide Company with written notice at least thirty (30) days prior to the closing of any Change of Control transaction (or, if prior notice is not legally permitted, within five (5) days following the closing). Such notice shall include: (a) the identity of the acquiring party or new controlling party; (b) the nature of the transaction; (c) the anticipated or actual closing date; (d) any changes to Customer's business that may affect its use of the Service.

25.4.3 Company Rights Upon Change of Control.

Upon a Change of Control of Customer, Company may, in its sole discretion:

  • (a) Screen the acquiring party, new controlling party, and new beneficial owners against sanctions lists and restricted party lists;
  • (b) Request additional information regarding the acquiring party's compliance program and sanctions exposure;
  • (c) Require the acquiring party to execute a new agreement or amendment to these Terms;
  • (d) Adjust pricing or Subscription Plan terms prospectively;
  • (e) Terminate these Terms immediately without penalty or refund if: (i) the acquiring party or new controlling party is a sanctioned party, restricted party, or subject to trade compliance enforcement actions; (ii) Company reasonably determines that continuing to provide the Service would expose Company to legal, regulatory, or reputational risk; (iii) the acquiring party fails to provide requested information or execute required documentation within thirty (30) days.

25.4.4 No Automatic Transfer.

These Terms do not automatically transfer to any successor entity in a Change of Control transaction. The acquiring party must be approved by Company and may be required to execute a new agreement.

25.4.5 No Liability.

COMPANY SHALL HAVE NO LIABILITY FOR ANY ACTION TAKEN UNDER THIS SECTION 25.4, including termination of the Agreement or refusal to provide Service to an acquiring party.

25.5 Force Majeure.

Neither party shall be liable for delays or failures due to events beyond reasonable control.

25.6 Notices.

Notices to Company shall be sent to support@lenzo.ai, Attention: Legal Department.

25.7 Waiver.

No waiver shall be effective unless in writing.

25.8 Severability.

If any provision is unenforceable, the remaining provisions shall continue in effect.

25.9 Independent Contractors.

The parties are independent contractors.

25.10 No Third-Party Beneficiaries.

These Terms do not create third-party beneficiary rights except as expressly stated.

25.11 Headings.

Section headings are for convenience only.

25.12 Language.

These Terms are in English. Translations are for convenience only.

25.13 Export Compliance.

25.13.1 Export Controls.

Customer acknowledges that the Service may be subject to export control and sanctions laws, including the Export Administration Regulations (EAR), ITAR, and OFAC sanctions.

25.13.2 Customer Representations.

Customer represents that Customer and its Authorized Users are not: (i) located in a sanctioned country; (ii) on any restricted party list; (iii) owned or controlled by such persons.

25.13.3 Company Rights.

Company may suspend or terminate Customer's access if Company believes Customer is in violation of export control laws.

25.14 GOVERNMENTAL COOPERATION AND DISCLOSURE.

25.14.1 Cooperation with Authorities.

Customer acknowledges and agrees that Company may, without notice to Customer and without liability:

  • (a) Cooperate with any governmental or regulatory authority investigating potential violations of sanctions, export controls, import controls, anti-money laundering laws, or other applicable laws;
  • (b) Respond to subpoenas, civil investigative demands, court orders, or other legal process;
  • (c) Disclose Customer Data, Account information, usage data, Screening Results, and other information to governmental authorities as required or permitted by law;
  • (d) Provide testimony or evidence in legal or regulatory proceedings;
  • (e) Implement technical measures required by governmental authorities.

25.14.2 No Duty to Notify.

Company shall have no obligation to notify Customer of any governmental inquiry, subpoena, or legal process, except to the extent required by applicable law and not prohibited by such process.

25.14.3 Waiver.

Customer waives any claim against Company arising from Company's cooperation with governmental authorities or disclosure of information pursuant to this Section 25.14.

25.15 REGULATORY INTERPRETATION DISCLAIMER.

25.15.1 Interpretation Differences.

Customer acknowledges and agrees that:

  • (a) Sanctions, export control, and import control regulations are subject to interpretation by governmental authorities;
  • (b) Different governmental authorities may interpret the same regulations differently;
  • (c) Governmental interpretations may change over time without notice;
  • (d) The Service's analysis and outputs are based on Company's interpretation of applicable regulations, which may differ from governmental interpretations;
  • (e) COMPANY MAKES NO REPRESENTATION THAT ITS INTERPRETATION OF ANY REGULATION IS CORRECT OR WILL BE ACCEPTED BY ANY GOVERNMENTAL AUTHORITY;
  • (f) Customer is solely responsible for obtaining authoritative guidance from governmental authorities or qualified legal counsel on regulatory interpretation matters;
  • (g) Company shall have no liability for any consequence arising from differences between the Service's analysis and governmental interpretations.

25.15.2 No Regulatory Endorsement.

The Service has not been reviewed, approved, endorsed, or certified by any governmental or regulatory authority. Company makes no representation that use of the Service satisfies any regulatory requirement.

25.16 Construction Against Drafter.

These Terms shall not be construed more strictly against either party.

25.17 Survival.

Provisions that by their nature should survive termination shall survive.

25.18 Equitable Remedies.

Each party acknowledges that breach may cause irreparable harm entitling the non-breaching party to equitable relief.

26. CONTACT INFORMATION

General Inquiries and Support:

Email: support@lenzo.ai

Website: lenzo.ai

Legal Notices:

Email: support@lenzo.ai

Subject Line: "Legal Notice"

Attention: Legal Department, Genio Group, Inc.

Privacy and Data Protection:

Email: support@lenzo.ai

Subject Line: "Privacy Inquiry"

Attention: Privacy Officer

Security Incidents:

Email: support@lenzo.ai

Subject Line: "URGENT: Security Incident"

Attention: Security Team

Company Information:

Legal Name: Genio Group, Inc.

Incorporation: Delaware Corporation

Service Name: Lenzo

Website: lenzo.ai

END OF TERMS OF SERVICE

Effective Date: January 1, 2024

Last Updated: December 20, 2025

ACKNOWLEDGMENT

BY CLICKING "I ACCEPT," CHECKING THE ACCEPTANCE BOX, REGISTERING FOR AN ACCOUNT, OR ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE.

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT:

  1. THE SERVICE IS AN INFORMATIONAL TOOL ONLY AND DOES NOT CONSTITUTE LEGAL, REGULATORY, OR COMPLIANCE ADVICE;
  2. YOU ARE SOLELY AND EXCLUSIVELY RESPONSIBLE FOR ALL COMPLIANCE DECISIONS AND DETERMINATIONS;
  3. COMPANY HAS NO LIABILITY FOR ANY COMPLIANCE OUTCOMES, PENALTIES, FINES, SANCTIONS, REGULATORY ACTIONS, CRIMINAL CHARGES, OR OTHER CONSEQUENCES;
  4. ALL RISKS ASSOCIATED WITH TRADE COMPLIANCE REST SOLELY WITH YOU;
  5. YOU WILL INDEPENDENTLY VERIFY ALL INFORMATION PROVIDED BY THE SERVICE BEFORE RELYING ON IT;
  6. YOU WILL ENGAGE QUALIFIED LEGAL AND COMPLIANCE PROFESSIONALS FOR COMPLIANCE MATTERS;
  7. AI/ML-GENERATED RESULTS REQUIRE HUMAN VERIFICATION AND MAY CONTAIN ERRORS;
  8. THE SERVICE MAY PRODUCE FALSE POSITIVES AND FALSE NEGATIVES FOR WHICH COMPANY HAS NO LIABILITY;
  9. COMPLIANCE DATA MAY BE DELAYED AND MAY NOT REFLECT THE MOST CURRENT REGULATORY INFORMATION;
  10. EVIDENCE PDFs AND SERVICE-GENERATED DOCUMENTATION ARE NOT LEGAL DOCUMENTS AND MAY NOT SATISFY REGULATORY REQUIREMENTS;
  11. MONITORING ALERTS MAY BE DELAYED AND ARE NOT GUARANTEED;
  12. YOU WILL NOTIFY COMPANY WITHIN 72 HOURS IF YOU BECOME SUBJECT TO ANY REGULATORY INVESTIGATION OR RESTRICTED PARTY DESIGNATION;
  13. COMPANY MAY COOPERATE WITH GOVERNMENTAL AUTHORITIES AND DISCLOSE YOUR INFORMATION WITHOUT NOTICE;
  14. COMPANY'S INTERPRETATION OF REGULATIONS MAY DIFFER FROM GOVERNMENTAL INTERPRETATIONS;
  15. COMPANY MAY SCREEN YOU AGAINST SANCTIONS LISTS AND TERMINATE SERVICE IF A MATCH IS IDENTIFIED;
  16. THE SERVICE IS NOT AN AML/KYC SOLUTION AND DOES NOT SATISFY AML COMPLIANCE REQUIREMENTS;
  17. YOU ARE SOLELY RESPONSIBLE FOR RESOLVING ALL POTENTIAL MATCHES AND SCREENING ALERTS;
  18. AUTOMATED SCREENING IS ONLY ONE COMPONENT OF DUE DILIGENCE AND DOES NOT REPLACE COMPREHENSIVE COMPLIANCE PROGRAMS;
  19. HISTORICAL SCREENING DATA MAY BE INCOMPLETE OR UNAVAILABLE;
  20. THE SERVICE MAY NOT COVER ALL JURISDICTIONS APPLICABLE TO YOUR BUSINESS;
  21. YOU ARE RESPONSIBLE FOR TRAINING ALL AUTHORIZED USERS ON PROPER USE OF THE SERVICE AND COMPLIANCE REQUIREMENTS;
  22. COMPANY HAS NO LIABILITY FOR FAILURES IN YOUR INTEGRATIONS WITH THE SERVICE;
  23. DECISIONS REGARDING VOLUNTARY SELF-DISCLOSURE OF POTENTIAL VIOLATIONS ARE SOLELY YOUR RESPONSIBILITY;
  24. YOU WILL NOTIFY COMPANY OF ANY CHANGE OF CONTROL OF YOUR ORGANIZATION;
  25. COMPANY HAS NO LIABILITY FOR FAILURES OF THIRD-PARTY SERVICE PROVIDERS, INCLUDING DATA PROVIDERS (OPENSANCTIONS, GOVERNMENT FEEDS), HOSTING (AWS), AUTHENTICATION, PAYMENT PROCESSORS (STRIPE), OR NOTIFICATION SERVICES;
  26. YOU ARE RESPONSIBLE FOR YOUR OWN INTERNET CONNECTIVITY AND BROWSER COMPATIBILITY;
  27. ALL SCREENING RESULTS ARE POINT-IN-TIME SNAPSHOTS AND STATUS MAY CHANGE AT ANY MOMENT AFTER SCREENING.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY OR DO NOT AGREE WITH THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.