These Terms of Service (the "Terms of Service") are entered into among Lexful, Inc. ("Lexful" or "Service Provider"), the managed service provider or managed security service provider that has subscribed to the Services as a "Partner" under a separate Master Reseller Agreement – Subscription Terms with Lexful (the "Partner"), and, as applicable: (i) each end customer that Partner supports and administers through the Services (each a "Managed Client"); and (ii) each individual end user that Partner or a Managed Client authorizes to access any client-facing portal, interface, or functionality powered by the Services (each, an "Authorized User" as defined below, and together with the Managed Client, ("you" or "Client"). Partner, by providing access to the Services to you as a Managed Client or Authorized User, and you, by interacting with the Services in any way, or by clicking or tapping the acceptance button to access the Services, hereby accept and agree to be bound by these Terms without any reservations, modifications, additions or deletions. You acknowledge that your continued use of the Services constitutes acceptance of these Terms. If you do not wish to accept all the provisions contained in the Terms, you are not authorized to use the Services.

If you are using the Services and accepting and agreeing to these Terms on behalf of a company, partnership, association or other legal entity (a “Legal Entity”), you represent and warrant that you have the authority to bind that Legal Entity to these Terms and, in such event, "you" and "your" will refer and apply to that Legal Entity, as applicable.

These Terms of Service govern your access to and use of the documentation, password management, configuration, and related services that Partner makes available to you and/or uses on your behalf (collectively, the "Client-Facing Services"), which are enabled by Lexful's underlying platform (the "Services", as more specifically defined herein). You acknowledge and agree that: (a) you are not a party to, and have no rights under, the Master Reseller Agreement - Subscription Terms between Partner and Lexful; (b) Lexful has no direct payment or Subscription relationship with you; and (c) as between you and Partner, Partner remains solely responsible for the provision and support of the Client-Facing Services.

You understand that Lexful is a third-party technology provider to Partner only and is not providing the Services, any Subscriptions, or any professional or managed services directly to you. All of your rights and remedies relating to the Client-Facing Services arise solely under these Terms of Service and any separate agreement(s) you have with Partner. Nothing in these Terms of Service shall be construed to: (i) create any direct contractual relationship between you and Lexful with respect to payment, subscription fees, or service level commitments; (ii) impose any payment or direct service obligations on Lexful toward you; or (iii) limit Lexful’s rights or expand Lexful’s obligations under the Master Reseller Agreement - Subscription Terms (the “Subscription Terms”). Notwithstanding the foregoing, you acknowledge that these Terms of Service create binding obligations on you with respect to your use of the Client-Facing Services and that Lexful may enforce such obligations directly against you to the extent necessary to protect its intellectual property rights and the integrity of the Services.

Definitions

For purposes of these Terms of Service, the following terms have the meanings set out below:

"Active Management" means the ongoing, operational administration or management of your technical environment, systems, configurations, credentials, and related documentation using the Services as a primary system of record (as described in the Subscription Terms), as distinguished from mere storage of, or read-only access to, Client Data.

"Authorized Users" refers to users of the Services who have been granted access to use the Services by a Partner as permitted by these Terms of Service or by the Subscription Terms, including (i) Partner’s and its affiliates’ employees, individual contractors, and other personnel who access the Services solely on Partner’s behalf for Partner Internal Use or for providing managed services to Managed Clients; and (ii) employees, individual contractors, and other personnel of Managed Clients designated by Partner as Licensed Clients pursuant to these Terms who are authorized by each such Licensed Client to access the Services solely on behalf of such Licensed Client for IT, administrative, and internal documentation purposes of such Licensed Client as permitted by these Terms (“Licensed Client Internal Use").

"Client Data" means all documentation, configurations, notes, passwords, asset and configuration records, files and attachments, metadata, and other information (including any AI-generated outputs based on such information) that you or your authorized personnel provide to Partner or that Partner enters into or stores in the Services on your behalf in connection with the Client-Facing Services.

"Lexful" refers to Lexful, Inc., the owner and operator of the Services. Lexful is a Delaware corporation with its head office Florida USA at the address listed further below in these Terms. Where these Terms refer to “Lexful”, they may refer to Lexful, Inc. and / or its affiliates or subsidiaries, and their respective shareholders, officers, directors, employees, agents, partners, principals, representatives, successors and assigns (collectively "Representatives"), depending on the context. Any reference to "we", "our", or "us" in these Terms shall also refer to Lexful.

“Licensed Client” means a Managed Client designated by Partner as covered by a paid per-client Subscription for Active Management within the Services.

“Services” means Lexful’s proprietary, cloud-based software-as-a-service platform and related features and functionality that enable Partners to centralize, manage, search, generate, and maintain technical, operational, and security-related documentation and knowledge for Managed Clients and for Partner Internal Environment, including any associated interfaces, APIs, websites, tools, and underlying systems provided by Lexful, but excluding Third-Party Services and Partner’s own systems.

Partner Designations, Obligations Regarding the Services, and Use of the Services

Partner may designate in its Lexful account a Managed Client either as a "Licensed Client" (for which Partner maintains an active per-client Subscription permitting Active Management using the Services) or as an "Unlicensed Client" (for which Partner may store and access Client Data using the Services on a storage and read-only basis only). If Partner designates a Managed Client as an Unlicensed Client: (a) Partner may store and retrieve your Client Data in the Services and may use search and navigation tools to view such Client Data; but (b) Partner may not use the Services to perform Active Management for you, and any active administration or operational management services that Partner provides to you will be performed using other systems and tools.

Subject to your compliance with these Terms of Service and any applicable order or statement of work with Partner, you (including your Authorized Users where applicable) are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of your agreement with Partner to access and use the Client-Facing Services (including any Lexful-powered interfaces that Partner makes available to you) solely for your own internal business purposes in accordance with the Subscription Terms and these Terms, if applicable. You shall not, and shall not permit any third party to: (a) use the Client-Facing Services or any underlying Lexful functionality to provide managed services, security services, outsourcing, or similar services to your own customers or other third parties; (b) act as a managed service provider, managed security service provider, or similar multi-tenant provider with respect to the Client-Facing Services; (c) use the Client-Facing Services to perform Active Management of any environment other than your own internal environment; (d) modify, create derivative works of, reverse engineer, decompile, or disassemble the Client-Facing Services or any Lexful technology; (e) remove, alter, or obscure any proprietary notices on the Services; or (f) use the Services in any manner that infringes, misappropriates, or violates any intellectual property rights or other rights of Lexful or any third party. For clarity, your end customers, affiliates, or other entities that you support are not permitted users of the Client-Facing Services unless separately authorized in writing by Lexful and Partner. All rights not expressly granted herein are reserved by Lexful.

You agree that you will not (and will not permit any person under your control to): (a) use the Client-Facing Services in any manner that violates applicable law, these Terms of Service, or any instructions or documentation provided by Partner; (b) attempt to gain unauthorized access to any systems, networks, or data of Partner, Lexful, or any third party; (c) introduce into or through the Client-Facing Services any malicious or harmful code, including viruses, worms, or trojans; (d) use the Client-Facing Services to send spam, phishing communications, or other unsolicited or deceptive messages; (e) use the Client-Facing Services for benchmarking or to develop or improve a competing product or service; (f) circumvent or attempt to circumvent any technical, usage, or client-specific limitations configured by Partner or Lexful (including any limits on Active Management rights or per-client Subscriptions); or (g) copy, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of any Lexful technology or the Client-Facing Services, except to the limited extent such restriction is expressly prohibited by applicable law that cannot be waived by contract and only after providing Lexful with thirty (30) days' prior written notice.

Accounts and Passwords. To use certain features of the Services, a Licensed Client or Authorized User must have an account provisioned by the Partner or by Lexful. You agree to provide accurate and complete information when creating or updating your account (including your name, email address, and any other information requested) ("Account Information"). Submitting false, misleading, or incomplete Account Information may result in suspension or termination of your access to the Services. You are solely responsible for (i) maintaining the confidentiality and security of your username, password, and other account credentials; (ii) creating a password of sufficient strength that cannot easily be discovered by third parties and that meets the password requirements presented upon signing up; and (iii) all activities that occur under your account, whether or not authorized by you. You agree to immediately contact the Partner or Lexful (as applicable) to notify them of any unauthorized use of your account or any other breach of security regarding your account. Neither Lexful and its Representatives will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from your failure to log out at the end of a session, an unattended logged in session, weak or reused passwords, or a third party using the Services with your Account Information and accessing your account through any means, and disclaims any responsibility in this regard to the maximum extent permitted by law; provided, however, that this limitation shall not apply to the extent such losses or damages result from Lexful's gross negligence, willful misconduct, or breach of its security obligations under Section 4.5; provided, however, that in such cases Lexful’s liability is limited to $100.00.. Lexful disclaims any responsibility for account security compromises resulting from Client actions or omissions.

The Partner remains responsible, as between Lexful and the Partner, for all activity conducted under its Lexful account(s), including activities performed for or by Managed Clients and Licensed Clients. As between you and the Partner, you acknowledge that you are responsible for all activity occurring under your own user account(s) and for your compliance (and that of your Authorized Users) with these Terms of Service and any additional terms imposed by the Partner regarding your use of the Services.

Licensed Client Internal Use. Subject to configuration by the Partner, Licensed Clients and their Authorized Users may use the Services, including the Documentation Features, Attachment Features, Search Features, Asset and Configuration Management Features, Password Vault, Migration Tools, Audit Trail and Version History Features, and Generative AI Features, solely for Licensed Client Internal Use in connection with the Licensed Client’s own internal IT, administrative, security, and business operations, subject to any limits specified in the applicable Order Form and Documentation. Licensed Client Internal Use does not permit you to use the Services to perform Active Management for any third-party client or other Legal Entity, unless expressly authorized in a separate written agreement with Lexful.

User Responsibilities. You are solely responsible for (i) configuring and using the Services (including the Documentation Features, Asset and Configuration Management Features, Password Vault, and Migration Tools) in a manner appropriate for your organization; (ii) maintaining the accuracy, completeness, and legality of Client Data you provide; and (iii) reviewing and validating any imports, relationships, or password vault entries created or migrated using the Migration Tools. Lexful does not provide legal, compliance, or managed services advice and is not responsible for your or any third party’s use or interpretation of the feature set.

Client Data; Privacy; Security; Data Protection

As between you and Partner, you retain all right, title, and interest in and to your Client Data. You grant to Partner (and its subprocessors and vendors, including Lexful, solely as necessary to perform the services described herein) a non-exclusive, worldwide, royalty-free license to host, copy, use, transmit, display, and process Client Data during the term of your agreement with Partner and for a reasonable period thereafter as necessary to wind down services: (a) to provide, secure, maintain, support, and improve the Client-Facing Services and any related managed services that Partner provides to you; (b) to prevent or address service, support, or technical issues; (c) to comply with legal obligations; and (d) as otherwise authorized in writing by you.

You represent and warrant that: (i) you have obtained and will maintain all rights, consents, and authorizations necessary for Partner and its subprocessors to process Client Data as described in these Terms of Service; and (ii) Client Data, and your use of the Client-Facing Services, will not violate any third-party rights or any applicable laws.

Partner and Lexful will each process personal data within Client Data in accordance with their respective privacy policies and any applicable data protection agreements. Partner will make available to you a privacy notice or data protection agreement that describes how Partner collects, uses, discloses, and otherwise processes personal data in connection with the Client-Facing Services and Partner's broader managed services. Lexful publishes a separate Privacy Policy and Data Processing Agreement governing its processing of personal data on behalf of Partner when operating the Services. By using the Client-Facing Services, you acknowledge that: (a) Lexful will process personal data in Client Data as a processor or sub-processor service provider to Partner, in accordance with its Privacy Policy and Data Processing Agreement with Partner; (b) your rights and instructions with respect to such processing will be exercised primarily through Partner, including any data subject requests that you or your end users may submit; and (c) to the extent you are a data controller under applicable data protection laws (including GDPR, CCPA, or similar laws), you are responsible for ensuring that your use of the Client-Facing Services and your instructions to Partner comply with such laws, including providing any required notices to and obtaining any required consents from data subjects.

Partner will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Client Data that it stores or manages using the Services. Lexful maintains separate technical and organizational security measures for the Services, as described in its documentation and in its agreements with Partner. In the event Partner becomes aware of any unauthorized access to or disclosure of unencrypted Client Data within its control, Partner will notify you without undue delay and will cooperate with you in accordance with applicable law and any data protection terms agreed between you and Partner.

Security Standards. Lexful implements, maintains and continuously improves security measures and standards in providing the Services, including technical and organizational measures designed to protect the security, confidentiality, and integrity of Client Data, as described in the Documentation and any applicable DPA. In the event there is a security incident involving your personal data, Lexful will notify the Partner and/or your organization in accordance with the applicable DPA and Privacy Policy and as required by applicable law.

User Security Responsibilities. You are responsible for (i) maintaining the confidentiality of your account credentials; (ii) configuring security-related settings within the Services (including access controls, IP restrictions, and multi-factor authentication) that you manage, in a manner appropriate for your organization’s risk profile; and (iii) promptly notifying the Partner or Lexful (as applicable) of any suspected compromise of your accounts or unauthorized use of the Services.

Support; Partner Responsibility; Escalation

Support to Partner Only. Lexful will provide Support solely to Partner via Lexful Support Channels and will not provide routine support directly to Managed Clients or Licensed Clients. Partner shall be the first‑line support provider and shall be responsible for reproducing and triaging incidents before escalating to Lexful.

SLA and Escalation. Lexful will use commercially reasonable efforts to meet the response and resolution targets for Support to Partner as specified in the Subscription Terms. Lexful may contact a Managed Client or Licensed Client directly only (a) with Partner’s prior written consent, (b) where Partner is unreachable and a critical incident threatens data integrity or service continuity, or (c) as required by appliable law.

Partner Obligations. Partner shall maintain first‑line support staffing, logs of support interactions, and shall provide Lexful with requested information to assist in resolving incidents.

AI Capabilities

The Client-Facing Services may expose functionality powered by Generative AI Features or other AI-related capabilities of the Services (collectively, "AI Features"). AI Features may use your Client Data to provide search, retrieval, summarization, contextual assistance, and similar outputs. You acknowledge and agree that: (a) AI-generated outputs are probabilistic and may be inaccurate, incomplete, or inappropriate for a particular use; (b) you are solely responsible for reviewing, validating, and determining the suitability of any AI-generated outputs before relying on or using them; (c) you will not use AI Features in violation of applicable law (including, without limitation, laws prohibiting discrimination, bias, or unfair practices in automated decision-making) or any AI use policies that Partner brings to your attention in writing (including, where relevant, Lexful’s AI Fair Use Policy as incorporated into Partner’s agreement with Lexful); and (d) AI-generated outputs that are based on your Client Data will be treated as Client Data for purposes of these Terms of Service. To the extent Lexful's AI Fair Use Policy restricts certain uses of the AI Features, you will comply with any corresponding usage limits, prohibitions, and safety controls that Partner communicates to you or configures on your behalf.

You understand that Lexful will not use Client Data to train generalized machine learning models outside of Partner's Lexful account environment without Partner's prior written consent, in accordance with the Subscription Terms and Lexful's AI Fair Use Policy. Any commitments or limitations that Lexful makes to Partner in the AI Fair Use Policy or Subscription Terms are made solely to Partner, and nothing in these Terms of Service is intended to give you any direct rights of enforcement against Lexful under those documents. Your rights and remedies relating to the AI Features, including any concerns about how AI Features process Client Data, shall be asserted solely against Partner under these Terms of Service and any other agreement between you and Partner, except for claims relating to Lexful's intellectual property infringement or violation of applicable data protection laws that cannot be waived.

If Partner or Lexful reasonably believes that your use of the Client-Facing Services (including any AI Features) may: (a) violate these Terms of Service, applicable law, or third-party rights; (b) pose a material and imminent security risk to the Services, Partner, other Managed Clients, or any third party; or (c) cause material harm or liability to Partner, Lexful, or others, then Partner may suspend or limit your access to the Client-Facing Services (in whole or in part) and may remove or disable access to any content that Partner or Lexful reasonably believes violates the foregoing. Partner will provide you with prior written notice of any such suspension or limitation except where (i) immediate action is necessary to prevent imminent harm or comply with legal requirements, or (ii) providing notice would violate applicable law. Where prior notice is not provided, Partner will provide notice promptly after taking action and will provide you with an opportunity to remedy the violation where feasible. Partner will use commercially reasonable efforts to limit the scope and duration of any suspension or limitation and to restore access promptly after the underlying issue is resolved.

Miscellaneous

Governing Law. These Terms, the Privacy Policy, the Data Processing Addendum and the Additional Terms, and any disputes arising out of or relating to any of them, will be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws.

Notice. Notice may be given to Lexful by email to legal@lexful.ai or by delivery to Lexful at 1010 S Federal Highway, Suite 1400 Hallandale Beach, FL 33009. Notice is deemed to be given when the notice is actually received by Lexful.