1. Introduction and Acceptance of Terms

Plain Language Summary: This section explains that by using Lana's services, you (the "Merchant") are agreeing to these Terms of Service, which form a legal contract between you and Lana Commerce, Inc. (referred to as "Lana"). It outlines who "Lana" is and who "You" are. If you don't agree to these terms, you can't use the services. You need to be old enough to form a contract and are using the services for business. Reading these terms carefully is important as they affect your legal rights.

Welcome to Lana! These Terms of Service ("Terms," "Terms of Service," or "Agreement") constitute a legally binding agreement between you (the Merchant, whether an individual or the legal entity you represent, hereinafter "You," "Your," or "Merchant") and Lana Commerce, Inc., a Delaware corporation, with its principal place of business at 548 Market St, Suite #35443, San Francisco, California 94104, US ("Lana," "We," "Us," or "Our").

These Terms govern Your access to and use of Lana's headless commerce platform, application programming interfaces (APIs), tools, software, documentation, and related services, including but not limited to those for managing products, inventory, customers, orders, promotions, discounts, third-party integrations, reporting and analytics, and file storing (collectively, the "Services").

By registering for an account, clicking "I agree" (or a similar button or checkbox), executing an order form or other ordering document that references these Terms, or by accessing or using any part of the Services, You signify that You have read, understood, and agree to be bound by these Terms of Service in their entirety. You also agree to Our Privacy Policy and Data Processing Addendum (DPA), which are incorporated by reference into these Terms.

If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms. In such a case, "You" or "Merchant" will refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with all the terms and conditions of this Agreement, You must not accept this Agreement and may not use the Services.

You must be at least 18 years of age or the age of legal majority in Your jurisdiction to use Our Services for business purposes.

PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

2. Definitions

Plain Language Summary: This section defines specific capitalized words used throughout these Terms so everyone understands what they mean. For example, it clarifies what "Account," "Services," "Merchant Content," and "Fees" refer to.

Capitalized terms used in these Terms of Service shall have the meanings set forth below, or as defined elsewhere in this Agreement:

• "Account" means the account created by You or on Your behalf to access and use the Lana Services.
• "Account Owner" means the individual or entity that registers for the Services and has ultimate administrative authority and responsibility for the Account and compliance with these Terms.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
• "Agreement" refers to these Terms of Service, including all documents incorporated by reference, such as the Privacy Policy, Data Processing Addendum (DPA), and any applicable Acceptable Use Policy (AUP) or Order Forms.
• "API" means the application programming interfaces provided by Lana as part of the Services, allowing You to integrate Your front-end applications or other systems with the Lana platform.
• "Confidential Information" has the meaning set forth in Section 8.1.
• "Data Processing Addendum" or "DPA" means Lana's Data Processing Addendum, which governs the processing of Personal Data and is incorporated by reference into this Agreement.
• "Effective Date" means the date on which this Agreement becomes legally binding, typically the date You first accept these Terms or begin using the Services.
• "Fees" means the charges payable by You to Lana for access to and use of the Services, as detailed in Section 6 or in an applicable Order Form. This includes Monthly Fees and Platform Fees.
• "Lana IP" means all intellectual property rights owned by or licensed to Lana, including but not limited to the Services, platform, software, APIs, documentation, trademarks, trade secrets, and any associated technology or content.
• "Merchant" means the individual or legal entity registering for or using the Services, as specified in Section 1.
• "Merchant Content" means all data, text, images, videos, audio, software (including Your applications), trademarks, logos, product information, customer information, and other materials uploaded, transmitted, stored, or processed by You or on Your behalf in connection with Your use of the Services.
• "Monthly Fee" means the recurring fixed fee payable by You for access to a specific subscription plan, as detailed in Section 6 or an Order Form.
• "Order Form" means any ordering document or online order executed by You and Lana (or an authorized partner) that specifies the Services to be provided, including any applicable service plans, fees, and other terms.
• "Personal Data" means any information relating to an identified or identifiable natural person, as defined under applicable data protection laws.
• "Platform Fee" means the variable fee payable by You based on a percentage of Your sales processed through the Lana platform, as detailed in Section 6 or an Order Form.
• "Privacy Policy" means Lana's Privacy Policy, which describes how We collect, use, and disclose Personal Data and is incorporated by reference into this Agreement.
• "Services" has the meaning set forth in Section 1 of this Agreement.
• "Staff Account" means an Account created by an Account Owner or an authorized administrator for use by an individual authorized by the Merchant to access and use the Services on the Merchant's behalf, subject to specified roles and permissions.
• "Term" has the meaning set forth in Section 10.1.

3. Account Terms

Plain Language Summary: This section covers who can create an account, how accounts are managed, and your responsibilities for account security. The "Account Owner" is the main person or entity responsible for the account and can give access to staff. You're responsible for keeping your password safe.

3.1. Eligibility and Registration

a. To access and use the Services, You must register for a Lana Account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

b. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where You reside and from which You use the Services to open an Account.

c. You confirm that You are receiving any Services provided by Lana for the purposes of carrying on a business activity and not for any personal, household, or family purpose.

d. Lana reserves the right to refuse registration of, or cancel, an Account for any reason, or for no reason, in Our sole discretion, including for any breach of these Terms.

3.2. Account Owner

a. The individual or entity completing the Service registration will be the contracting party and designated as the "Account Owner" for the purposes of these Terms. The Account Owner will have complete authority over the Account and is responsible for all activity occurring under the Account and for ensuring compliance with these Terms.

b. If You are signing up for the Services on behalf of Your employer, Your employer shall be the Account Owner. You represent and warrant that You have the authority to bind Your employer to these Terms.

c. The Account Owner may transfer ownership of the Account to another registered user associated with the Merchant's store, provided that such transfer is completed in accordance with any procedures specified by Lana and does not violate these Terms. The Account Owner remains responsible for the Account until the transfer of ownership is successfully completed and acknowledged by Lana.

3.3. Staff Accounts

a. The Account Owner (or authorized administrators designated by the Account Owner) may create one or more "Staff Accounts" allowing other individuals (e.g., employees, contractors) to access and use the Services on behalf of the Merchant.

b. The Account Owner is responsible for setting and managing the roles and permissions for Staff Accounts, thereby controlling their level of access to the Account and Services.

c. The Account Owner is fully responsible and liable for: (i) ensuring its Staff Account users comply with these Terms of Service; and (ii) any breach of these Terms of Service by its Staff Account users. All actions taken by Staff Account users will be deemed to be actions taken by the Account Owner.

3.4. Account Security

a. You are responsible for maintaining the security of Your Account credentials, including Your password(s) for the Account Owner Account and any Staff Accounts.

b. You agree to notify Lana immediately of any unauthorized use of Your Account or any other breach of security.

c. Lana cannot and will not be liable for any loss or damage arising from Your failure to maintain the security of Your Account and password(s), or for any unauthorized access to or use of Your Account.

4. Services Offered by Lana

Plain Language Summary: This section describes what Lana offers, like our headless commerce platform, APIs, tools for managing your store, analytics, and support. We can also change or update our services.

4.1. Platform Services

Lana provides a headless commerce platform that enables Merchants to build and manage their online commerce operations. The Services include, but are not limited to:

a. A backend platform for managing products, inventory, customers, orders, promotions, and discounts.

b. APIs for integration with Merchant's custom front-end experiences and other third-party systems.

c. Tools and features for reporting and analytics related to Your commerce activities on the platform.

d. Functionality for file storing related to Your products and commerce operations within specified limits. e. Facilitation of integrations with various third-party services, such as payment gateways, shipping providers, and marketing tools (subject to Section 11).

4.2. Support Services

Lana may provide technical support services for the platform. The scope, availability, and terms of such support may vary depending on Your subscription plan or may be subject to a separate support policy.

4.3. Service Modifications

Lana reserves the right to modify, enhance, or discontinue any part of the Services at any time, with or without notice, provided that if We make a material change that adversely affects Your use of the core Services, We will provide You with reasonable notice in accordance with Section 17.2.

5. Merchant Responsibilities and Use Restrictions

Plain Language Summary: This section outlines your responsibilities when using our services. You're responsible for your store's content, products, legal compliance (like your own privacy policy and taxes), and how you interact with your customers. It also lists things you can't do with our services, like illegal activities, uploading harmful content, infringing on others' rights, or trying to disrupt our platform. Using too much bandwidth or storage might lead to restrictions.

5.1. General Responsibilities

a. You are solely responsible for all aspects of creating, operating, and managing Your online store(s) and any associated commerce activities conducted through the Services. This includes, but is not limited to: i. All Merchant Content, including its accuracy, legality, and appropriateness. ii. The products and services You offer and sell, including their description, pricing, defects, fulfillment, shipping, returns, customer service, and any related warranties or guarantees. iii. Ensuring that Your use of the Services, Your Merchant Content, and Your business operations comply with all applicable laws, regulations, and industry standards in all jurisdictions where You operate or sell Your products/services. This includes, without limitation, laws related to consumer protection, product safety, marketing and advertising, privacy and data protection (including providing Your own privacy policy to Your customers), taxation, and intellectual property. iv. Accurately calculating, collecting, reporting, and remitting all applicable taxes, duties, and other governmental charges associated with Your sales and use of the Services. v. Obtaining and maintaining any licenses, permits, or registrations necessary to conduct Your business.

b. You agree to prominently display and make easily accessible to Your customers Your own terms of service, privacy policy, refund policy, and accurate contact information.

c. Lana is not a marketplace. Any contract of sale made through the Services is directly between You and Your customer. Lana is not the seller of record for Your products or services and has no responsibility for Your store, Your Merchant Content, or Your transactions with Your customers.

5.2. Acceptable Use and Conduct

As a condition of Your use of the Services, You agree not to (and not to permit any third party, including Staff Account users, to) do any of the following:

a. Use the Services for any illegal or unauthorized purpose.

b. Upload, post, transmit, or otherwise make available any Merchant Content that: i. Is unlawful or promotes unlawful activities; ii. Is or contains sexually obscene content; iii. Constitutes or promotes child exploitation or abuse; iv. Is libelous, defamatory, or fraudulent; v. Is discriminatory or abusive toward any individual or group; vi. Supports, promotes, or funds terrorism or terrorist activities; vii. Contains personal or confidential information of others without their explicit consent, or is otherwise invasive of privacy; viii. Contains sensitive personal data (as defined under applicable data protection laws) without explicit consent and appropriate safeguards; ix. Relates to a restricted business or activity as may be defined by Lana from time to time in a separate Restricted Businesses Policy or within these Terms; x. Contains or installs any active malware, viruses, worms, trojan horses, or other harmful or destructive code or exploits, or uses Our platform for exploit delivery (such as part of a command and control system); or xi. Infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

c. Engage in any activity that: i. Harasses, abuses, threatens, or incites violence towards any individual or group, including Lana employees, officers, agents, or other Lana Merchants; ii. Uses Our servers for any form of excessive automated bulk activity (e.g., spamming), or relays any other form of unsolicited advertising or solicitation through Our servers, such as get-rich-quick schemes; iii. Attempts to disrupt, tamper with, or interfere with the proper functioning of Lana's servers, network infrastructure, or the Services in ways that could harm Our Website or Service, to place undue burden on Lana servers through automated means, or to access the Lana Service in ways that exceed Your authorization; iv. Impersonates any person or entity, including any of Our employees or representatives, including through false association with Lana, or by fraudulently misrepresenting Your identity or Your store's purpose; v. Violates the privacy of any third party, such as by posting another person's personal information without their consent.

d. Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Lana.

e. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or any software, documentation, or data related to the Services, except to the extent that such activities are expressly permitted by applicable law despite this limitation.

f. Contravene or circumvent any Lana restricted business policy that may be published and updated by Lana from time to time.

g. Engage in activities that cause excessively high resource consumption, including but not limited to cryptocurrency mining, that may impair the performance or availability of the Services for other Merchants. Lana reserves the right to determine, in its sole discretion, what constitutes excessive bandwidth or storage usage in relation to other Lana Merchants and may suspend Your Account or throttle Your Service usage until such consumption is reduced.

5.3. Compliance with Laws

You represent and warrant that Your use of the Services will comply with all applicable laws and regulations, including but not limited to export control and sanctions laws of the United States and other applicable jurisdictions.

5.4. Lana's Right to Monitor and Enforce

Lana has no obligation to monitor Merchant Content or Your use of the Services. However, We reserve the right to review Merchant Content and Your activities, and to investigate and take appropriate action, in Our sole discretion, if We suspect a violation of these Terms or any applicable law. Such action may include, without limitation, removing or disabling access to Merchant Content, suspending or terminating Your Account, and/or reporting such activity to law enforcement authorities.

6. Fees, Payment, and Taxes

Plain Language Summary: This section details how we charge for our services. You should always check our official Pricing Page for the most current fees for subscription plans (Monthly Fees) and sales-based fees (Platform Fees). Additional fees might apply if you use more than your plan allows or use extra services like SMS, more data storage, or add more users ("Usage Fees"). It explains our different plans, how annual plans offer a discount, how you'll be billed (credit card, or invoices for Enterprise), and that subscriptions auto-renew unless you cancel. If you don't pay on time, there might be late fees or your service could be suspended. You're responsible for taxes on your sales; we'll add taxes to our fees where required. Our fees are generally non-refundable, and we can change our fees with notice.

6.1. Fees

You agree to pay Lana the applicable fees for the Services as set forth on Our official pricing page, accessible at lana.dev/pricing (the "Pricing Page"), or as otherwise agreed in a separate Order Form. The Pricing Page provides the most current information on Our fees. Fees may include:

a. Monthly Fee: A recurring subscription fee based on Your chosen plan (e.g., "Essentials Plan," "Growth Plan," "Pro Plan," "Enterprise Plan").

b. Platform Fee: A percentage-based fee on Your sales processed through the Lana platform, which varies by plan and may apply to sales beyond any included amounts in Your chosen plan.

c. Usage Fees: Fees that may be incurred for the use of certain Services, features, or resources that exceed the allowances of Your selected plan, or for optional add-on services. Examples of services that may incur Usage Fees include, but are not limited to, SMS messages sent or received through the platform, data storage or transfer exceeding plan limits, number of users exceeding plan limits, and other functionalities or resources consumed. The rates and billing methods for Usage Fees will be specified on the Pricing Page or as otherwise communicated by Lana. These may be billed regularly (e.g., weekly, monthly) or once a specified billing threshold is reached, whichever is sooner.

d. Additional Fees: Any other fees for specific additional services, products, or professional services You may purchase from Lana, as detailed at the time of purchase or in an Order Form.

6.2. Plan Details and Annual Options

a. Essentials Plan: Monthly Fee of $0; Platform Fee of 2% on all sales.

b. Growth Plan: Monthly Fee of $299; includes up to $30,000 in monthly sales ($360,000 annually). Platform Fee of 1% on sales beyond the included amount.

c. Pro Plan: Monthly Fee of $899; includes up to $90,000 in monthly sales ($1,080,000 annually). Platform Fee of 0.80% on sales beyond the included amount.

d. Enterprise Plan: Custom Monthly Fee typically starting at $2,549 (subject to a specific Order Form); typically includes an agreed amount of monthly sales (e.g., $250,000, translating to $3,000,000 annually), with further details specified in the Order Form. Platform Fee, for example 0.70%, on sales beyond the included amount, or as specified in the Order Form. Merchants interested in the Enterprise Plan should contact Our sales department.

e. Annual Plans: If You opt for an annual subscription, You may receive a discount on the total Monthly Fees for the year (e.g., 15%, as specified on the Pricing Page or Order Form). You will also typically receive Your full annual allocation of included sales (12 times the monthly included sales amount for Your plan) upfront for the annual period. Annual plans are pre-paid for the entire year.

6.3. Payment Authorization and Method

a. You must provide and maintain valid payment information, such as a credit card, with Lana for the payment of all Fees. For Enterprise Plans, invoicing may be available subject to Lana's approval and as specified in an Order Form.

b. By providing Your payment information, You authorize Lana to charge the applicable Fees to Your designated payment method for the initial Term and any renewal Term(s) as set forth in Section 10.

c. Unless otherwise indicated, all Fees are quoted and payable in U.S. Dollars.

6.4. Billing Cycle

a. Monthly Fees are billed in advance on a monthly basis, on or around the same day each month corresponding to the commencement date of Your paid subscription.

b. Platform Fees and Usage Fees are calculated based on Your activity and will be billed regularly, either weekly or once a certain billing threshold is reached, whichever occurs sooner, or as otherwise specified by Lana.

c. All outstanding Fees will be itemized on an invoice accessible through Your Account or sent to Your designated email address.

6.5. Automatic Renewal

a. Unless You cancel Your subscription in accordance with Section 6.6, Your subscription to the Services will automatically renew at the end of each subscription Term for a subsequent Term of the same duration (e.g., a monthly subscription will renew for another month, an annual subscription will renew for another year).

b. Upon renewal, You will be charged the then-current Fees for Your selected plan, which may have changed in accordance with Section 6.9.

6.6. Cancellation of Subscription

You may cancel Your subscription at any time by accessing Your Account settings or by contacting Lana support. To avoid charges for the next renewal Term, You must cancel Your subscription before the renewal date. If You cancel, Your subscription will remain active until the end of the then-current paid Term, and You will not be entitled to any refunds for prepaid Fees.

6.7. Late Payments

a. If Lana is unable to process payment of Fees using Your authorized payment method, We will notify You and may make further attempts to process payment.

b. If Fees remain unpaid for fourteen (14) days after the due date, Lana may, without limiting Our other rights and remedies, charge late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

c. If Fees remain unpaid for thirty (30) days after the due date, Lana may suspend Your access to the Services until all outstanding amounts are paid in full. We reserve the right to terminate Your Account for non-payment in accordance with Section 10.4.

6.8. Taxes

a. All Fees are exclusive of any applicable federal, state, local, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes").

b. You are responsible for paying all Taxes associated with Your purchases and use of the Services hereunder. If Lana has the legal obligation to pay or collect Taxes for which You are responsible under this section, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.

c. You are solely responsible for determining, collecting, withholding, reporting, and remitting all Taxes applicable to the sales of Your products and services to Your customers.

6.9. Fee Changes

Lana reserves the right to change Our Fees or institute new charges at any time. We will provide You with at least thirty (30) days' prior notice of any Fee changes that would apply to Your existing subscription, which may be sent by email to Your registered email address or posted within Your Account. Your continued use of the Services after the Fee change becomes effective constitutes Your agreement to pay the changed amount.

6.10. No Refunds

All Fees paid to Lana are non-refundable, except as may be expressly stated otherwise in these Terms or as required by applicable law. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open Account.

7. Intellectual Property Rights

Plain Language Summary: This section explains who owns what. Lana owns its platform, software, and brand (Lana IP). You own your content (Merchant Content) that you upload. You give us permission (a license) to use your content so we can provide our services to you. If you give us feedback, we can use it freely. We can also use your name and logo for marketing unless you tell us not to.

7.1. Lana IP

a. Lana and its licensors own and shall retain all right, title, and interest, including all related intellectual property rights, in and to the Services, the Lana platform, software (including server-side software and any software provided to You for integration, such as APIs or SDKs), APIs, documentation, aggregate/anonymized data, know-how, trademarks, service marks, trade names, logos, and any and all improvements, enhancements, modifications, or derivative works thereof ("Lana IP").

b. Subject to Your compliance with these Terms, Lana grants You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services and any Lana IP made available to You solely for Your internal business purposes of operating Your online store(s) in connection with the Services.

c. No rights or licenses are granted to You hereunder other than as expressly set forth herein. You agree not to use, imitate, or copy any of Lana's trademarks, service marks, trade dress, logos, or other branding without Our prior written consent. Any permitted use of Lana's marks by You will inure to the benefit of Lana.

7.2. Merchant Content

a. As between You and Lana, You retain all right, title, and interest in and to the Merchant Content that You provide, upload, or make available to the Services.

b. You hereby grant Lana a worldwide, non-exclusive, royalty-free, sublicensable (to the extent necessary to provide the Services, e.g., to Our hosting providers) license to host, use, reproduce, modify, display, process, transmit, and distribute Your Merchant Content solely as necessary for Lana to provide, operate, maintain, improve, and promote the Services and to perform Our obligations under these Terms.

c. You represent and warrant that You have all necessary rights, licenses, consents, and permissions to grant the foregoing license to Lana and that Your Merchant Content, and its use by Lana as authorized herein, will not infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity or privacy, or any applicable law or regulation.

d. Lana may collect, generate, and use aggregated, anonymized, and/or de-identified data derived from or based on Your use of the Services and Merchant Content for analytics, research, service improvement, and other business purposes, provided that such data does not identify You, Your customers, or any other individual.

7.3. Feedback

If You provide Lana with any suggestions, ideas, enhancement requests, recommendations, or other feedback concerning the Services or Lana IP ("Feedback"), You hereby grant Lana a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to use, incorporate, and otherwise fully exploit such Feedback for any purpose, including in connection with its business, products, and services, without any obligation or compensation to You. All Feedback will be the property of Lana.

7.4. Use of Merchant Name and Logo

Unless You notify Lana in writing that You do not wish for Your name and/or logo to be used (by sending an email to hello@lana.dev), You grant Lana a non-exclusive, royalty-free, worldwide license to use Your name, trademarks, and logos to identify You as a Merchant of Lana on Our website, in marketing materials, and in other promotional activities. You may opt-out of this by providing written notice to Lana at any time.

8. Confidentiality

Plain Language Summary: Both you and Lana might share secret business information (Confidential Information). We both agree to protect this information and only use it for purposes related to these Terms. Some information isn't considered confidential, like if it's already public.

8.1. Definition of Confidential Information

"Confidential Information" means all non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Lana's Confidential Information includes, but is not limited to, information about the Services, its features, performance, software, APIs, technology, pricing, business and marketing plans, and security information. Your Confidential Information includes, but is not limited to, Your non-public Merchant Content and business data.

8.2. Exclusions

Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

8.3. Protection of Confidential Information

Each party agrees to:

a. Protect the other party's Confidential Information using the same degree of care that it uses to protect its own Confidential Information of like kind (but in no event less than reasonable care);

b. Not use any Confidential Information of the other party for any purpose outside the scope of this Agreement;

c. Except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

8.4. Compelled Disclosure

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

9. Data Protection and Privacy

Plain Language Summary: This section is about how we handle personal information. Our Privacy Policy explains how we use your personal data. When we handle your customers' personal data, we do so according to our Data Processing Addendum (DPA). You're responsible for getting the right permissions from your customers. We take security seriously and will notify you if there's a data breach affecting your data.

9.1. Privacy Policy

Lana will collect, use, and share Personal Data from You (the Merchant, including Your employees and representatives) in accordance with Our Privacy Policy, which is incorporated by reference into these Terms. By using the Services, You acknowledge that You have read and understood Our Privacy Policy.

9.2. Merchant's Customer Data and Data Processing Addendum (DPA)

a. In providing the Services, Lana will process Personal Data of Your customers ("Customer Data") on Your behalf as a "data processor" or "service provider" under applicable data protection laws.

b. The processing of Customer Data is governed by Lana's Data Processing Addendum (DPA), which is incorporated by reference into these Terms. You agree to the terms of the DPA.

c. You are responsible for ensuring that You have obtained all necessary consents and provided all necessary notices to Your customers for Lana to process their Customer Data as contemplated by the Services and these Terms, including the DPA.

d. Lana may store and process Customer Data in the United States, Europe, or other locations as determined by Lana, in accordance with the DPA and applicable law.

9.3. Security

Lana will implement and maintain reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Merchant Content, including any Personal Data processed by Us. These measures will be appropriate to the nature of the data and the risks involved in its processing.

9.4. Data Breach Notification

Lana will notify You without undue delay upon Lana becoming aware of a Personal Data Breach affecting Your Personal Data or Customer Data processed by Lana, in accordance with Our obligations under applicable data protection laws and the DPA.

10. Term and Termination

Plain Language Summary: This section explains how long this agreement lasts and how it can end. Your subscription renews automatically (monthly or annually). You can cancel, but you won't get refunds for time already paid. We can also terminate or suspend your account for reasons like not paying, breaking these terms, or illegal activities. When the agreement ends, your access stops, you owe any outstanding fees, and we'll keep your data for 90 days before deleting it. You're responsible for exporting your data.

10.1. Term of Agreement

This Agreement commences on the Effective Date and continues for as long as You have an active subscription to the Services or until terminated earlier in accordance with this Section 10 (the "Term"). The initial term of Your subscription will be either monthly or annually, based on the plan You select ("Subscription Term").

10.2. Subscription Renewal

As stated in Section 6.5, Your Subscription Term will automatically renew for successive periods equal in duration to the initial Subscription Term, unless You cancel Your subscription through Your Account settings or by contacting Lana support prior to the renewal date.

10.3. Termination by Merchant

You may terminate this Agreement by canceling Your subscription to the Services as described in Section 6.6. Termination will be effective at the end of the then-current paid Subscription Term. No refunds will be provided for any prepaid Fees.

10.4. Termination by Lana

Lana may terminate this Agreement or suspend Your access to the Services, in whole or in part: a. For convenience, by providing You with at least thirty (30) days' prior written notice.

b. Immediately upon written notice if You fail to pay any Fees when due and such failure continues for fifteen (15) days after You have been notified of such non-payment.

c. Immediately upon written notice if You breach any material term of this Agreement (including the Acceptable Use provisions in Section 5.2) and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured ten (10) days after We have notified You of the breach.

d. Immediately upon written notice if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

e. Immediately if We determine, in Our sole discretion, that Your use of the Services poses a security risk, may subject Lana or any third party to liability, or is fraudulent or illegal.

10.5. Effect of Termination

Upon termination or expiration of this Agreement for any reason:

a. All rights and licenses granted to You under this Agreement will immediately terminate, and You must cease all use of the Services.

b. You will remain liable for all outstanding Fees due to Lana up to and including the effective date of termination, which will become immediately due and payable. For annual plans terminated by Lana for Your breach, or by You without cause, the full remaining balance of the annual commitment may become due.

c. Lana will have no obligation to maintain or provide You with access to Your Merchant Content after the effective date of termination. We will retain Your Merchant Content for a period of ninety (90) days following termination ("Data Retention Period"). During this Data Retention Period, You may request access to Your Merchant Content for the purpose of export, subject to Your payment of any outstanding Fees and any applicable fees for such data export assistance if not performed by You via available API or export functionalities. After the Data Retention Period, Lana may permanently delete Your Merchant Content from Our systems without further notice or liability. d. You are solely responsible for exporting Your Merchant Content prior to termination or within the Data Retention Period, using the API and data export functionalities provided by Lana. Lana is not responsible for facilitating this export beyond providing the standard tools.

10.6. Survival

The following Sections will survive any termination or expiration of this Agreement: Section 2 (Definitions), Section 5 (Merchant Responsibilities and Use Restrictions, for actions prior to termination), Section 6 (Fees, Payment, and Taxes, for amounts owed), Section 7 (Intellectual Property Rights), Section 8 (Confidentiality), Section 9 (Data Protection and Privacy, as applicable), Section 10.5 (Effect of Termination), Section 10.6 (Survival), Section 13 (Warranties and Disclaimers), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 16 (Governing Law and Dispute Resolution), and Section 17 (Miscellaneous).

11. Third-Party Services and Integrations

Plain Language Summary: Our platform might connect with other companies' services (Third-Party Services). If you use them, it's at your own risk and based on their terms. We don't control or endorse these services and aren't responsible for them. If you use them, we might need to share your data with them so they work correctly, but we're not liable for how they handle it.

11.1. Access to Third-Party Services

a. Lana may from time to time recommend, provide You with access to, or enable integrations with third-party software, applications, products, services, or website links (collectively, "Third-Party Services") for Your consideration or use.

b. Such Third-Party Services are made available only as a convenience, and Your access, purchase, or use of any such Third-Party Services is solely between You and the applicable third-party services provider ("Third-Party Provider"). Any use by You of Third-Party Services offered through the Lana platform or website is entirely at Your own risk and discretion.

c. In addition to these Terms, You agree to be bound by any additional service-specific terms applicable to services You purchase from, or that are provided by, Third-Party Providers. It is Your responsibility to review and comply with any such terms and conditions and/or privacy policies before using Third-Party Services.

11.2. No Endorsement or Warranty

a. Lana does not own, control, or operate Third-Party Services. The availability of Third-Party Services on the Lana platform, or the integration or enabling of such Third-Party Services with Our Services, does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Lana.

b. Lana does not provide any warranties or make any representations to You with respect to Third-Party Services. We do not guarantee the availability, security, or performance of Third-Party Services and may disable access to any Third-Party Services at any time in Our sole discretion without notice to You.

11.3. Data Sharing with Third-Party Providers

If You install, enable, or use a Third-Party Service for use with the Lana Services, You grant Us permission to allow the applicable Third-Party Provider to access Your Merchant Content and to take any other actions as required for the interoperation of the Third-Party Service with Our Services. Any exchange of data or other interaction between You and the Third-Party Provider is solely between You and such Third-Party Provider. Lana is not responsible for any disclosure, modification, or deletion of Your Merchant Content, or for any corresponding losses or damages You may suffer, as a result of access by a Third-Party Service or a Third-Party Provider to Your Merchant Content.

11.4. No Liability for Third-Party Services

Lana will not be responsible or liable to You or anyone else for any Third-Party Services, including their functioning, accuracy, legality, appropriateness, or any other aspect. Under no circumstances will Lana be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary, or other damages whatsoever that result from any Third-Party Services or Your contractual relationship with any Third-Party Provider. These limitations will apply even if Lana has been advised of the possibility of such damages and will apply to the fullest extent permitted by applicable law.

12. Beta Services

Plain Language Summary: Sometimes we might offer new features for you to try before they're officially released ("Beta Services"). These are for testing, provided "as is" without any guarantees, and might have bugs. Your use of Beta Services is at your own risk, and they are confidential. We can stop offering them at any time.

12.1. Availability and Use

From time to time, Lana may, in its sole discretion, invite You to use, on a trial basis, pre-release or beta features or services that are in development and not yet generally available ("Beta Services"). Your participation in Beta Services is voluntary.

12.2. No Guarantees or Warranties

Beta Services are provided for evaluation purposes only and not for production use. They are not considered "Services" under this Agreement, are not supported, may contain bugs or errors, and may be subject to additional terms and conditions provided to You by Lana. BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Lana specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement for Beta Services.

12.3. Confidentiality and Feedback

All Beta Services and any associated documentation, conversations, and materials relating thereto will be considered Confidential Information of Lana and subject to the confidentiality provisions in Section 8 of this Agreement. You agree not to make any public statements or otherwise disclose Your participation in the Beta Services without Lana's prior written consent. Any Feedback You provide regarding Beta Services will be subject to Section 7.3.

12.4. Discontinuation and Liability

Lana may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Lana will have no liability for any harm or damage arising out of or in connection with Your use of any Beta Services. Beta Services may not work in the same way as a final version, and We may change or not release a final or commercial version of a Beta Service in Our sole discretion.

13. Warranties and Disclaimers

Plain Language Summary: You promise that you have the right to enter this agreement and use your content as described. We (Lana) provide our services "as is" without any specific promises or guarantees about how they will work. We don't guarantee they'll always be available, error-free, or meet all your needs. You're responsible for backing up your data.

13.1. Merchant Warranties

You represent and warrant that:

a. You have the full right, power, and authority to enter into this Agreement and to perform Your obligations hereunder.

b. You own or have all necessary rights, licenses, consents, and permissions in and to Your Merchant Content to use, display, and grant Lana the rights to use such Merchant Content as set forth in this Agreement.

c. Your Merchant Content and Your use of the Services will at all times comply with these Terms, including the Acceptable Use provisions in Section 5.2, and all applicable laws and regulations.

13.2. DISCLAIMER OF WARRANTIES BY LANA

a. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

b. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LANA EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

c. LANA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LANA DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.

d. LANA MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES, INCLUDING ANY OUTPUT FROM THE SERVICES.

e. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LANA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

f. LANA IS NOT RESPONSIBLE FOR ANY LOSS OF MERCHANT CONTENT OR OTHER DATA UNLESS SUCH LOSS IS A DIRECT RESULT OF LANA'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU ARE SOLELY RESPONSIBLE FOR CREATING AND MAINTAINING YOUR OWN BACKUP COPIES OF YOUR MERCHANT CONTENT.

g. YOU ACKNOWLEDGE THAT LANA DOES NOT PROVIDE A FORMAL SLA (SERVICE LEVEL AGREEMENT) FOR SERVICE UPTIME OR PERFORMANCE, AND THAT THE PROVISION OF SERVICES "AS IS" IS A FUNDAMENTAL BASIS OF THIS AGREEMENT.

14. Limitation of Liability

Plain Language Summary: This section limits our financial responsibility if something goes wrong. We're not liable for indirect damages like lost profits. Our total liability to you is capped at the amount of your monthly plan fees (not including usage fees) paid over the last six months (or $100 if your plan fee is $0). These limits are a key part of our agreement. Some places don't allow these limits, so they might not fully apply to you.

14.1. EXCLUSION OF INDIRECT DAMAGES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LANA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES (EVEN IF LANA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES.

14.2. CAP ON LIABILITY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LANA'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, WILL NOT EXCEED THE TOTAL AMOUNT OF MONTHLY FEES (EXCLUDING PLATFORM FEES AND OTHER USAGE-BASED CHARGES) PAID BY YOU TO LANA FOR THE SERVICES UNDER YOUR SPECIFIC SUBSCRIPTION PLAN DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE FIRST CLAIM AROSE. FOR MERCHANTS ON THE "ESSENTIALS PLAN" OR ANY OTHER PLAN WITH A $0 MONTHLY FEE, LANA'S TOTAL AGGREGATE LIABILITY SHALL BE LIMITED TO ONE HUNDRED U.S. DOLLARS ($100.00).

14.3. BASIS OF THE BARGAIN

THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND LANA. LANA WOULD NOT BE ABLE TO PROVIDE THE SERVICES ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.4. JURISDICTIONAL EXCEPTIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH IN SECTIONS 13 AND 14 MAY NOT APPLY TO YOU.

15. Indemnification

Plain Language Summary: You agree to cover Lana if we face legal claims or costs because of how you used our services, your content, your products, or if you broke these terms or any laws. This means you'd have to defend us and pay for any damages or legal fees. We won't be providing this kind of financial protection to you.

15.1. Indemnification by You

You agree to defend, indemnify, and hold harmless Lana, its Affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, actions, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to:

a. Your use of the Services in violation of this Agreement (including the Acceptable Use provisions in Section 5.2);

b. Your Merchant Content, including any claim that Your Merchant Content infringes or misappropriates the intellectual property rights, privacy rights, or other rights of a third party;

c. Your products or services, or Your transactions or relationships with Your customers;

d. Your breach of any representation or warranty made under this Agreement;

e. Your violation of any applicable law or regulation; or

f. Any act or omission by You that is negligent, intentionally wrongful, or constitutes fraud.

15.2. Indemnification Procedure

Lana will provide You with prompt written notice of any claim for which We seek indemnification (provided that any delay in providing such notice will not relieve You of Your obligations hereunder except to the extent You are materially prejudiced by such delay). We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Us in asserting any available defenses. You may not settle any claim for which You have an indemnification obligation without Our prior written consent, which will not be unreasonably withheld.

15.3. No Indemnification by Lana

Lana will not provide any indemnification to You under this Agreement, including but not limited to indemnification for claims that the Lana Services infringe third-party intellectual property rights.

16. Governing Law and Dispute Resolution

Plain Language Summary: This agreement is governed by the laws of Delaware. If we have a dispute, we agree to first try to solve it by talking, then maybe mediation. If that doesn't work, we'll use binding arbitration in Delaware (or remotely if we agree), not court. We also agree not to participate in class action lawsuits against each other.

16.1. Governing Law

This Agreement and any disputes arising out of or related hereto will be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

16.2. Dispute Resolution Process

Lana and You agree to resolve any claim, dispute, or controversy arising out of or in connection with or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (collectively, "Disputes") in accordance with the following process:

a. Informal Negotiation: The parties will first attempt to resolve any Dispute informally. The party raising the Dispute will notify the other party in writing, describing the Dispute and the relief sought. Within thirty (30) days of such notice, the parties will meet (in person or through teleconference or video conference) and negotiate in good faith to attempt to resolve the Dispute.

b. Mediation: If the Dispute is not resolved through informal negotiation within forty-five (45) days of the initial notice, either party may propose that the Dispute be submitted to non-binding mediation. If the other party agrees, the mediation will be conducted by a mutually agreed-upon mediator. The parties will share the costs of mediation equally.

c. Binding Arbitration: If the Dispute is not resolved through informal negotiation or mediation within ninety (90) days of the initial notice (or such longer period as the parties may agree), then either party may initiate binding arbitration. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. i. The arbitration will be conducted by a single arbitrator mutually agreed upon by the parties, or if the parties cannot agree, an arbitrator appointed by the AAA. ii. The seat of arbitration shall be Wilmington, Delaware, or, if agreed by both parties, the arbitration may be conducted remotely through telephonic or video-conferencing means. iii. The language of the arbitration shall be English. iv. The arbitrator's decision will be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. v. Each party will bear its own costs in the arbitration, including its attorneys’ fees, and will share equally the fees and expenses of the arbitrator and the AAA, unless the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose, in which case the arbitrator may award costs and/or attorneys' fees to the prevailing party.

16.3. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND LANA AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR LANA WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU OR LANA ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU AND LANA FURTHER AGREE THAT NO ARBITRATION OR PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF YOU, LANA, AND ALL PARTIES TO ANY SUCH ARBITRATION OR PROCEEDING.

16.4. Exceptions to Arbitration

Notwithstanding the foregoing, either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, or actual or threatened intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in the informal negotiation or arbitration process described above.

17. Miscellaneous

Plain Language Summary: This section includes other important legal details. It confirms this document (and any others it mentions, like our Privacy Policy) is the whole agreement between us. We can change these terms with 30 days' notice for important changes. It explains how we'll send notices to each other. If one part of the terms isn't valid, the rest still applies. We can transfer this agreement; you need our permission to transfer it. Things beyond our control (like natural disasters) might excuse delays. You must follow export laws. We are independent contractors, not partners. Headings and summaries are just for convenience. Finally, it provides our contact info.

17.1. Entire Agreement

This Agreement, including all documents incorporated by reference herein (such as the Privacy Policy, Data Processing Addendum (DPA), any applicable Acceptable Use Policy (AUP), and any executed Order Forms), constitutes the entire agreement between You and Lana regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, or understandings, whether written or oral, concerning its subject matter. In the event of any conflict between the terms of this Agreement and any Order Form, the terms of the Order Form shall prevail solely with respect to the subject matter of that Order Form.

17.2. Modifications to the Terms of Service

a. Lana reserves the right, in its sole discretion, to modify or replace any part of these Terms at any time. We will provide You with at least thirty (30) days' prior notice of any material changes to these Terms that adversely affect Your rights or use of the Services. Notice will be provided by sending an email to the Account Owner's registered email address, by posting a notice within Your Account, or by other reasonable means.

b. Changes addressing new functions of the Services or changes made for legal or security reasons may become effective immediately.

c. Your continued use of or access to the Services following the notification of any changes to these Terms constitutes acceptance of those changes. If You do not agree to the new terms, You must stop using the Services.

17.3. Notices

a. Notices from Lana to You will be deemed given when sent to the email address provided for Your Account or when posted on the Lana website or within the Services.

b. Legal notices from You to Lana Commerce, Inc. under this Agreement must be sent by registered mail to: Lana Commerce, Inc. Attn: Legal Department 548 Market St Suite #35443 San Francisco, California 94104, US With a concurrent copy emailed to: hello@lana.dev Notices will be deemed given upon receipt by Lana.

17.4. Severability

If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable, such provision will be modified by the court or arbitrator and interpreted so as to best accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.

17.5. Waiver

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right or any other right. A waiver of any default is not a waiver of any subsequent default. No waiver will be effective unless made in writing and signed by an authorized representative of the waiving party.

17.6. Assignment

a. You may not assign or transfer this Agreement, or any of Your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Lana. Any attempted assignment or transfer in violation of the foregoing will be null and void.

b. Lana may assign or transfer this Agreement, in whole or in part, without restriction or notice to You, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

c. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.

17.7. Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and occurring without that party's fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), pandemics, epidemics, Internet service provider failures or delays, or denial of service attacks.

17.8. Export Controls

The Services, including any software and technology, may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR), and may be subject to export or import regulations in other countries. You agree to comply strictly with all such laws and regulations and acknowledge that You have the responsibility to obtain all necessary licenses to export, re-export, or import the Services, software, and technology. You represent and warrant that You are not named on any U.S. government denied-party list and that You will not permit any access or use of the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.

17.9. No Agency; Independent Contractors

No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and You do not have any authority of any kind to bind Lana in any respect whatsoever. The parties are independent contractors.

17.10. Headings and Summaries

The section headings and any plain language summaries included in this Agreement are for convenience only and will not affect the interpretation of this Agreement or have any legal or contractual effect. The legally binding terms are contained within the full text of each section.

17.11. Contact Information

If You have any questions about these Terms of Service, please contact Lana at: Lana Commerce, Inc. 548 Market St Suite #35443 San Francisco, California 94104, US Email: hello@lana.dev

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