Lema Terms of Use

Last updated: February 4, 2025

Welcome to https://www.lema.ai/ (together with its subdomains, content and Marks - the “Site”) and/or to the Lema platform for third-party risk management (the "Platform"). Please read the following Terms of Use (the "Agreement") carefully before accessing the Site or Platform so that you are aware of your legal rights and obligations with respect to Lema Labs Inc. ("Lema", "we", "our" or "us"). By accessing or using the Site or the Platform, you expressly acknowledge and agree that you are entering a legal agreement with us and have understood and agree to comply with, and be legally bound by, this Agreement, together with the Privacy Policy which is hereby incorporated into this Agreement by reference (the date of such acceptance, the "Effective Date"). If you are using the Platform on behalf of a company, organization, or other legal entity (collectively, "Company"), you represent and warrant that you have the authority to bind the Company to this Agreement. In such a case, the terms "you" and "your" will refer to both you as an individual and the Company. If you do not have such authority, or if you do not agree with the terms of this Agreement, you must not use the Platform on behalf of the Company. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not access or use the Site or the Platform.   

1. Modification.  We reserve the right, at our discretion, to modify this Agreement at any time. Such modification will be effective ten (10) days following posting of the revised Agreement on the  Platform, and your continued use of the Platform thereafter means that you accept those modifications.
2. Ability to Accept.  The Site and Platform are only intended for individuals aged eighteen (18) years or older. If you are under 18 years please do not visit or use the Site or Platform. 
3. Access Rights.  For such time as this Agreement is in effect, we hereby grant you a personal, limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use the Platform solely for your own personal and non-commercial use, and provided that you comply with this Agreement. Except for the foregoing right, we do not grant you any right or licenses to any of our or a third party's Intellectual Property Rights.
4. Restrictions.  As a condition to your right to access and use the Site and Platform, you shall not (and shall not permit or encourage any third party to) do any of the following: (a) copy or reproduce the Site or the Platform; (b) sell, assign, lease, lend, rent, distribute, or make available the Platform to any third party, or otherwise offer or use the Platform in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the Platform; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on the Site or in the Platform; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Site or the Platform; (f) make a derivative work of the Platform, or use the Site or the Platform to develop any service or product that is the same as (or substantially similar to or competitive with) the Site or the Platform; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Site or the Platform; (i) take any action that imposes or may impose (at our sole discretion) an unreasonable or disproportionately large load on the Site or the Platform infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the Site or the Platform; (j) use the Site or the Platform for competitive purposes, and/or on behalf of any person or entity that competes with the activities, services, or products offered by Lema, including but not limited to utilizing the Site or the Platform to receive information, data, or insights for the development or enhancement of competing services or products; (k) engage in any activity that may excessively burden or disrupt the functioning of the Site or the Platform or its supporting systems; (l) impersonate another person or entity or use a deceptive identity to mislead others about who you are or who you acting on behalf of; and/or (m) use the Site or the Platform in any manner that is otherwise malicious, illegal or fraudulent; and/or (n) use the Site or the Platform to infringe, misappropriate or violate any third party's Intellectual Property Rights (as defined below), or any law.  

5. Account.  In order to use the services of the Platform, you will need to create an account ("Account").  You agree not to create an Account for anyone else or use the account of another without their permission.  When creating your Account, you must provide accurate and complete information.  You are solely responsible for the activity that occurs in your Account, and you hereby agree: (a) to keep your Account password secure; and (b) not to misappropriate the identity of individuals, groups, or organizations or use a fake identity when creating an Account.  You must notify Lema immediately of any breach of security or unauthorized use of your Account.  As between you and Lema, you are solely responsible and liable for the activity that occurs in connection with your Account.  If you wish to delete your Account you may send an email request to Lema at legal@lema.ai.  
6. Payments to Lema.  Your right to access and use the Platform is subject to payment of fees as agreed upon by you or the account owner, and Lema. Access to the Platform will only be provided upon payment of the agreed fees, and failure to pay such fees may result in loss of access to some or all of the Platform.

7. Intellectual Property Rights.  

1. Ownership.  The (i) Platform (ii) content and information on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, links, interactive features, and services (collectively, the "Materials"), and (iii) the trademarks, service marks, trade names, service names, trade dress, symbols, brands, and logos contained therein ("Marks"), are the sole property including Intellectual Property Rights of Lema and/or its licensors and may be protected by Intellectual Property Rights laws and treaties. “Lema”, the Lema logo, and other marks are Marks of Lema or its affiliates. All other Marks used or appearing on the Site or the Platform are the Marks of their respective owners. We reserve all rights not expressly granted in and to the Site or the Platform. This Agreement does not transfer any Intellectual Property Rights of Lema and/or its licensors.
2. Feedback. If Lema  receives any feedback (which may consist of questions, comments, suggestions or the like) regarding the Site or the Platform (collectively, "Feedback"), all rights, including intellectual property rights in such Feedback shall belong exclusively to Lema and such shall be considered Lema's Confidential Information. You hereby irrevocably and unconditionally transfer and assign to Lema all Intellectual Property Rights you have in such Feedback and waive any and all moral rights that you may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Lema at its sole discretion provided. Without derogating from the above Lema in no way shall be obliged to make use of the Feedback.
3. Use of Materials.  Materials on the Site or the Platform are provided to you for your information and personal use only and may not be used, modified, copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise exploited for any other purposes whatsoever without our prior written consent. If you download or print a copy of the Materials you must retain all copyright and other proprietary notices contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast, display or otherwise exploit such Materials, please be in touch with us at legal@Lema.ai in order to receive our written consent. 

8. User Submissions.

1. Responsibility.  The Platform may permit the submission of content by you and other users ("User Submissions").
2. Ownership.  You represent and warrant that you own or have the necessary rights and permissions to use and authorize Lema to use all Intellectual Property Rights (defined below) in and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Platform and these Terms.  "Intellectual Property Rights" means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to technology and other intellectual property, and includes without limitation patents, copyright and similar authorship rights, personal rights (such as moral rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.  
3. License to User Submissions.  By submitting the User Submissions to Lema, you hereby grant Lema a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in accordance with the agreement between Lema and you, or the account owner, in connection with the Platform and Lema's services. You hereby waive any moral rights in your User Submissions, to the extent permitted by law. The foregoing license does not grant any rights to other users of the Platform or to the public, except as expressly agreed in writing by the account owner and Lema.

9. Information Description.  We attempt to be as accurate as possible.  However, we cannot and do not warrant that the Materials available on the Site or the Platform are accurate, complete, reliable, current, or error-free.  We reserve the right to make changes in or to the Materials, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Materials.  Your use of the Materials, or any part thereof, is made solely at your own risk and responsibility.
10. Third Party Content.  The Site may present, or otherwise allow you to view, access, link to, and/or interact with, content from third parties and other sources that are not owned or controlled by us (such Content, "Third Party Content"). The Site may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by us of such Third Party Content or third party, or by such third party of us, and nor any affiliation between us and such third party. We do not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices. Please read the terms of use and privacy policy of any third party that you interact with before you engage in any such activity. 
11. Privacy.  We will use any personal information that we may collect or obtain in connection with the Site or the Platform in accordance with our privacy policy which is available at www.Lema.ai/privacy-policy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
12. Copyright Policy.  It is our policy to respect the legitimate rights of copyright and other intellectual property owners, and we will respond to clear notices of alleged copyright infringement sent to legal@lema.ai ("Copyright Notice").
13. Warranty Disclaimers. 

1.   This section applies whether or not the services provided under the Platform are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.  
2.  THE SITE AND THE PLATFORM (WHICH, FOR CLARITY, INCLUDES WITHOUT LIMITATION MATERIALS AND MARKS) ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY US AND OUR LICENSORS AND SUPPLIERS. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS.  
3.  IN ADDITION, NEITHER LEMA NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SITE OR PLATFORM; (B) THAT YOUR USE OF, OR RELIANCE UPON, THE SITE OR PLATFORM WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS; (C) THAT THE SITE OR PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SITE OR PLATFORM WILL BE CORRECTED; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS   
4.  EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY OR AN AGREEMENT BETWEEN YOU OR THE ACCOUNT OWNER, AND LEMA, LEMA DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE PLATFORM.

14. Limitation of Liability.  

1.   IN NO EVENT SHALL LEMA OR ANY OF OUR LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR: 

1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;
2. ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;
3. ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR
4. THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

2.   THE AGGREGATE LIABILITY OF LEMA UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE LOWER OF: (A) FIVE U.S. DOLLARS (US $5), AND (B) THE AMOUNTS ACTUALLY PAID BY YOU (IF ANY) TO LEMA DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU BRING YOUR CLAIM.
3.  THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF LEMA HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.
4.  Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply. Furthermore, nothing in this Agreement shall be deemed to exclude or limit liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.  

15. Indemnity.  You agree to defend, indemnify and hold harmless Lema and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site or the Platform; (ii) your User Submissions; or (iii) breach of any provision of this Agreement.
16. Term and Termination.  

1.   This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term"). 
2.  We reserve the right to immediately terminate this Agreement, or otherwise modify, suspend or discontinue your access to and use of the Site or the Platform (or any part thereof), for any reason whatsoever, at any time, and without notice or obligation to you, and you agree that Lema shall have no liability to you or any third party for any such termination, modification, suspension, or discontinuance. Lema reserves the right to suspend your access to the Platform and its services temporarily until such breach is cured, or indefinitely if deemed to be permitted by Lema. Suspension may occur without prior notice and is at the sole discretion of Lema.
3.  You may terminate this Agreement at any time and for any reason. If you object to any term or condition of this Agreement or any subsequent changes thereto, or become dissatisfied with the Site or the Platform in any way, your sole remedy is to terminate this Agreement and to immediately discontinue use of the Platform.

17. Consequences of Termination and Survival. Upon termination of this Agreement your right to access and use the Platform will automatically terminate and be deemed revoke. Sections ‎9 (Intellectual Property Rights) through ‎25 (Entire Agreement) inclusive shall survive any termination of this Agreement. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

18. Independent Contractors.  You and Lema are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Lema.  You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Lema.
19. Assignment. Lema may assign or transfer this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign or transfer (or in any other way transfer) this Agreement (or any of your obligations or rights hereunder) without Lema’s express prior written consent. Any prohibited assignment or transfer shall be null and void.
20. Governing Law. This Agreement (including without limitation its validity and formation) shall be governed by, and construed in accordance with, the laws of the State of Delaware, USA without regard to any conflicts of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed.
21. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.
22. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.
23. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by Lema, the writing must be duly signed by an authorized representative of Lema), and shall be valid only in the specific instance in which given.

Entire Agreement. This Agreement represents the entire agreement between Lema and you with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and Lema with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement; for example, statements and explanations in any FAQs or other marketing material on the Site or the Platform are for convenience only, and are not binding or a part of this Agreement.