Terms of Service

Last Updated 3.23.2026

Welcome to Lucky Orange!

Lucky Orange, LLC ("Lucky Orange", "we", or "us") makes the Lucky Orange website and its proprietary Service available for your use subject to the terms and conditions herein and any additional terms contained in an amendment or addendum (collectively, this "Agreement"). This Agreement is between Lucky Orange and the entity that accepts this Agreement by physical or electronic signature ("Customer" or "you") and is effective as of the date of acceptance ("Effective Date"). If you are an individual accepting this Agreement on behalf of your employer, you agree that your acceptance hereby binds your employer to this Agreement in the same manner as if this Agreement was executed by your employer in its corporate capacity. The disclaimers, terms, and conditions in this Agreement are of general application and may be supplemented by additional policies and procedures of specific application that Lucky Orange may disclose from time-to-time.

1. DEFINITIONS

The terms in this Section 1 shall have the meanings under this Agreement as described below:

1.1 "Authorized User" means an individual who is authorized by you to access and use the Service within your organization. Authorized Users may include, for example, your employees, consultants, and contractors.

1.2 "Customer Data" means, collectively, all data that is: (1) provided by you directly to Lucky Orange (including your Confidential Information); (2) processed by Lucky Orange in connection with your Authorized User's use and administration of the Service, and (3) processed by Lucky Orange in connection with a Visitor's interaction with your web properties on which the Service is deployed.

1.3 "Documentation" means any documentation made available by Lucky Orange pertaining to the Service including, as applicable, any accompanying or online user guides or technical information relating to the Service, in each case, as may be updated or amended by or on behalf of Lucky Orange from time to time. The Documentation for the Service is available here: https://help.luckyorange.com/

1.4 "Fees" means all fees, charges, and other amounts set forth in the Order for the Service.

1.5 "Order" means an order for Services executed by the parties. Each Order, once executed, shall be incorporated into this Agreement. In the event of a conflict between the terms of an Order and this Agreement, the terms of this Agreement shall govern unless the Order specifically references a particular section name and number within this Agreement with the express intent to modify the terms therein.

1.6 "Service" or "Services" means the proprietary software, products, services and any updates that Lucky Orange provides to Customer pursuant to the terms of this Agreement and any Orders. References in this Agreement to a "Service" shall be deemed to refer to "Services" where you have purchased or receive more than one Service under this Agreement and any Orders.

1.7 "Term" shall have the meaning set forth in Section 6.1.

1.8 "Visitor" means any person that interacts with a web property upon which you have deployed the Service.

2. OUR SERVICE

2.1 Grant of Access. On the condition you pay all Fees and otherwise comply with your obligations under this Agreement, and subject further to additional terms of Third Party Products made available to you in connection with the Service, Lucky Orange hereby grants to you a limited, revocable, non-exclusive, non-transferable (except as provided in Section 12.11), right to access and use the Services set forth under one or more Orders, along with related Documentation, solely in connection with your personal or internal business purposes. You may procure additional Services during the Term through additional Orders with Lucky Orange. Other than as expressly granted in this Agreement, no other rights or licenses to Lucky Orange Materials (defined below) are granted. If you do not comply with the terms of this Agreement, Lucky Orange reserves the right to revoke, suspend, or limit your right to access and use the Service. Any use of the Service that exceeds the rights expressly granted in this Agreement is strictly prohibited and constitutes a violation of this Agreement, which may result in the suspension or termination of your right to access and use the Service.

2.2 Modification. You agree that Lucky Orange has the right to change, modify, add to, or discontinue any aspect or feature of the Service at any time with or without notice. From time to time, Lucky Orange may, but is under no obligation to, release upgrades, fixes, or new versions of the Service, although these releases may not be consistent across all platforms and devices.

2.3 Removal of Access. Lucky Orange reserves the right to suspend, terminate, or refuse access to the Service for you or any Authorized User in the event that: (1) you or your Authorized User(s) breach or violate, or are reasonably likely to breach or violate in Lucky Orange's sole discretion, this Agreement or other incorporated agreements or guidelines; (2) Lucky Orange discontinues the applicable Service; (3) there is a technical or security issue or problem; or (4) you or your Authorized User engage in fraudulent or illegal activities or a material breach of your obligations under the terms of this Agreement. You further agree that such measures may be taken in Lucky Orange's sole discretion and without any liability to you or any third party.

2.4 Defects and Availability. Lucky Orange uses commercially reasonable efforts to maintain the Service; however, Lucky Orange is not responsible for any defects or failures associated with the Service or any damages (either direct or indirect) that may result from any such defects or failures. Lucky Orange is not obligated to provide you support for, and shall not be responsible or liable for, any errors in the Service or any damages resulting from your failure to properly implement the Service on your web properties in accordance with the Documentation. The Service and any component thereof may be inaccessible or inoperable for any reason including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which may be undertaken from time-to-time by Lucky Orange or its third-party service providers; or (3) any other causes beyond Lucky Orange's reasonable control. You further understand that the Service is provided over the Internet and hosted by a third-party provider, so the quality and availability of the Service may be affected by factors outside of Lucky Orange's control. Lucky Orange does not make any guarantees regarding the reliability or availability of the Service and will not be liable to you or any third party for damages or losses related to the Service being unavailable.

2.5 Free Trial. When you register for the Service, Lucky Orange may provide you a limited, revocable, non-exclusive, non-transferable right to use the Service for a limited time for free ("Free Trial Period"). The term for the Free Trial Period will begin on the date of your registration for the Service and will continue for a period of seven (7) days, unless extended by Lucky Orange in its sole discretion or sooner terminated in accordance with the termination or suspension rights set forth in this Agreement. Upon completion of the Free Trial Period, you will be presented with the option to terminate your access to the Service or convert to one of the paid Service plans by providing payment information in addition to the information you provided to Lucky Orange upon registration.

2.6 Third-Party Products. The Service may permit access to Third-Party Products. "Third-Party Products" means any products, content, services, information, websites, or other materials that are provided or made available by third parties and are incorporated into or accessible through the Services. For the avoidance of doubt, the integrations located here: https://www.luckyorange.com/integrations are considered a Third-Party Product for purposes of this Agreement. Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Service by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, connect to, integrate, or use such Third-Party Products. Upon requesting to connect with Third-Party Product through the Service, the Service may transmit your information and request to applicable third party providers via an application programming interface or similar technical integration (including the integrations set forth above) to facilitate the connection with Third-Party Products. Your use of the Service to connect to Third-Party Products constitutes your consent for Lucky Orange to transmit your data and service requests through the relevant interface or integration as necessary to facilitate your request. You further acknowledge and agree that Lucky Orange will not be responsible or liable, directly, or indirectly, and you hold Lucky Orange harmless for any damage or loss caused by your use of or reliance upon any such Third-Party Products.

2.7 Ownership of Intellectual Property. As between you and Lucky Orange, all images, trademarks, service marks, logos and icons displayed on the Service, or the Lucky Orange website are the property of Lucky Orange. All Lucky Orange patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (collectively, "Intellectual Property Rights") and all systems, databases, information, data, documents, materials, and works which provided, used, or made available in connection with the Service (collectively, the "Lucky Orange Materials") shall be and remain at all times the property of Lucky Orange and its third-party licensors. You are not acquiring any Intellectual Property Rights in or to the Lucky Orange Materials other than a non-exclusive right to access and use the Service solely in accordance with the terms of this Agreement. The Lucky Orange Materials may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of this Agreement.

2.8 AI Technology. In the course of providing the Service, Lucky Orange may utilize or make available to you for your use within the Service deep learning, machine learning, large language models, generative, and other proprietary embodied artificial intelligence made available by Lucky Orange and/or third parties (collectively, "AI Technology"). Discovery (and other related features), is an AI Technology for purposes of this Agreement. Such AI Technology may include access to an automated virtual assistant or artificial intelligence-powered chatbots designed to assist you with inquiries, troubleshooting, IT support, and other informational or functional aspects of the Service. You acknowledge and agree that AI Technology is provided as a convenience tool for your use of the Service, and that any outputs generated by AI Technology are generated based on your or your Authorized User's input and data available to the AI Technology and may not always be accurate, complete, or current. You should not rely solely on the AI Technology for decisions requiring professional judgement or factual verification and are responsible for any actions or decisions you take based on such information. Where the AI Technology is hosted, operated, or powered in whole or in part by a third party platform or provider, you acknowledge and consent by using the AI Technology that your interactions, queries, and related data may be transmitted to and processed by the third party platform or provider in accordance with its privacy notice or other similar policy. Lucky Orange does not control and is not responsible for the functionality, operation, or performance of any third party provided AI Technology. Lucky Orange makes no warranties of any kind, whether express or implied, including but not limited to warranties of accuracy, reliability, merchantability, or fitness for a particular purpose in relation to the AI Technology. Lucky Orange makes no representation that the AI Technology will resolve any technical issue, provide correct information, or perform without interruption or error, and to the fullest extent permitted by law, Lucky Orange disclaims all liability for any losses, damages, or harms arising out of or related to your or your Authorized User's reliance on or use of the AI Technology or its outputs.

3. CUSTOMER RESPONSIBILITIES

3.1 Account Registration. Access to the Service will be managed by you and your Authorized Users through individual accounts (each user's account, an "Account"). In registering an Account for access to the Service, you or your Authorized Users will be required to provide certain requested information. We will ask you or your Authorized Users to create a password. You or your Authorized Users may also have the ability to provide optional information, which is not required to register for the Account, but may be helpful to Lucky Orange in providing a customized experience for your Service use. Once Account registration information is submitted, Lucky Orange will have the right to approve or reject the requested registration in Lucky Orange's sole discretion. You are responsible for providing and maintaining truthful, accurate, complete and current information in connection with your or your Authorized User's Account(s). You and your Authorized Users are responsible for maintaining the confidentiality of your and their username(s) and password(s) and you are fully responsible for all activities that occur under your and your Authorized User's username and password by all Authorized Users.

3.2 Unauthorized Use and Information Changes. You must immediately notify Lucky Orange if your or your Authorized User's registration information changes, or you learn of or have reason to suspect any unauthorized use of your or your Authorized User's Account(s) or any other breach of security. You are responsible for all activities that occur under your and your Authorized User's Account(s), including any damages to Lucky Orange, the Service, or any component thereof resulting from unauthorized access to your Account or any of your Authorized User's Accounts and Lucky Orange will have no liability to you or any third party for damages or loss related to such unauthorized access or use.

3.3 Representations. You hereby represent and warrant that: (1) you have the legal capacity and authority to enter into and perform your obligations under this Agreement; (2) you will comply with the terms and conditions of this Agreement and any other agreement to which you are subject that is related to your use of the Service or any part thereof; (3) you have provided and will maintain accurate and complete information, including, without limitation, your legal name, email address, and any other information Lucky Orange may reasonably require; (4) your access to and use of the Service or any part thereof will not constitute a breach or violation of any other agreement, contract, terms of use or any law or regulation to which you are subject; and (5) you will not use the Service in order to gain competitive intelligence about Lucky Orange, the Service, or any product or service offered via the Service or to otherwise compete with Lucky Orange.

3.4 Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Service in any way; (2) copy (except as required to place the Lucky Orange JavaScripts on your website), modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, or ideas upon which the Service is based; (3) use the Service or any data, content, or information accessed through the Service to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Service, servers, data centers, or networks connected to the Service or take any other action that interferes with any other person's use of the Service; (5) decrypt, transfer, create Internet links to the Service, or "frame" or "mirror" the Service on any other server or wireless or Internet-based device; (6) use or merge the Service or any component thereof with other software, databases, or services not provided or approved by Lucky Orange; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Service, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (8) use the Service for any fraudulent or otherwise unlawful purposes or in violation of this Agreement; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Service; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Service for any reason; (11) access or attempt to access any other Authorized User's account or use the Service in a way that prevents or inhibits another Authorized User from enjoying the Service; (12) use any data, content, or information made available through the Service in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into the Service any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Service, or perform any such actions; (14) introduce into the Service any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter the Service, any data, content, or information made available through the Service, or any notices on the Service; (16) connect to or access any Lucky Orange computer system or network other than the Service; (17) impersonate any other person or entity to use or gain access to the Service; or (18) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect the Service or any other Authorized User's access to or use of the Service. Lucky Orange reserves the right to fully investigate and prosecute violations of any of the above. Lucky Orange may involve and cooperate with law enforcement authorities in prosecuting Authorized Users who violate this Agreement.

4. DATA RIGHTS, USES, AND LIMITATIONS

4.1 Customer Data. As between Lucky Orange and you, you will at all times retain ownership of Customer Data. You hereby grant to Lucky Orange a nonexclusive, worldwide, royalty-free, fully paid, transferable license to host, cache, record, copy, view, and display Customer Data for the purpose of providing the Service to you and for internal use by Lucky Orange (such as for the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Service and/or related products and/or services). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use such Customer Data. Lucky Orange does not guarantee the security or availability of Customer Data and is not responsible for any loss or damage to Customer Data. You acknowledge and agree that you bear sole responsibility for adequately controlling, processing, storing, and backing up Customer Data. Lucky Orange reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Lucky Orange believes to be unacceptable, undesirable, or in violation of this Agreement or the rights of third parties.

4.2 Customer Data Representations. You represent, warrant, and covenant that you will not publish, post, upload, record, or otherwise distribute or transmit any Customer Data or other material that: (1) infringes or would infringe any copyright, patent, trademark, trade secret or other Intellectual Property Rights or proprietary right of any party, or any rights of publicity or privacy of any party; (2) violates any law, statute, ordinance, or regulation; (3) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (4) is harmful to minors or otherwise pornographic; (5) is materially false, misleading, or inaccurate; and/or (6) contains information for which you do not have the right to permit Lucky Orange to access and process. You further represent and warrant that you have acquired all legally required consents, releases, and authorizations (freely given and fully informed) from all data subjects (Visitors and Users) necessary to provide Customer Data to Lucky Orange. For clarity, and without limiting the generality of the foregoing, you are solely responsible for ensuring you have received and properly documented in each case all consents, authorizations, and releases required under applicable law for each Visitor and User that may interact with the tracking, monitoring, session replay, chat, or other data collecting features of the Service. You will indemnify, defend, and hold Lucky Orange harmless from and against any and all claims, allegations, investigations, administrative actions, private rights of action, and all damages, fines, fees, losses, penalties, and costs (including reasonable attorney and special witness fees), including those arising from or related to a claimed breach of state or federal data privacy or wiretapping laws caused by your failure to gain consent from each Visitor and User for the use, monitoring of, or interaction with Lucky Orange's Service for each web property that has the Service deployed (now or in the past). The foregoing indemnification shall survive termination or expiration of this Agreement.

4.3 Privacy. You are responsible for compliance with all privacy laws and regulations applicable to your use and the use by your Visitors and Users of the Service, including providing any required privacy notice(s) or consent pop-up banners. By using the Service, you are responsible for providing your Authorized Users and Visitors with information on how to opt out of tracking by the Service (e.g., providing a link to the opt-out mechanism provided by Lucky Orange). You are not to transmit, or allow transmission of, Customer Data that contains Sensitive Data to Lucky Orange (via the Service or otherwise). As used herein, "Sensitive Data" includes payment card data or other financial account information, driver's license numbers, birthdates, social security numbers, government-issued identifiers, passwords or other log-in credentials, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health, and data concerning a natural person's sex life or sexual orientation or similarly sensitive information. In an effort to assist you in preventing the transmission of Sensitive Data, Lucky Orange makes available tools outlined in the privacy statement located on our public-facing website, and the help Documentation. For example, Lucky Orange's system natively employs keystroke masking techniques for text entered into text fields or input boxes prior to transmission to the servers. If, however, you enable keystroke logging, it is your responsibility to ensure that you do not enable keystroke logging on fields that may contain Sensitive Data and you ensure you gain informed consent from each Visitor and User for each session where key stroke data is captured. Without limitation, you agree to indemnify, defend, and hold Lucky Orange harmless from and against any third-party claims that arise from or are related to your transmission of Sensitive Data to Lucky Orange in connection with your use of the Service. To the extent requested by you in order to comply with applicable data protection laws, you and Lucky Orange will enter into Lucky Orange's Data Processing Addendum, available here: http://www.luckyorange.com/legal/data-processing-agreement which shall become incorporated into this Agreement by reference as an Exhibit.

4.4 Usage Data and Aggregated Statistics. Lucky Orange may generate de-identified data, statistics, and other performance or usage-related information ("Usage Data") in the course of providing the Service to you. You acknowledge and agree that, as between you and Lucky Orange, all Usage Data is and shall be and remain the property of Lucky Orange. Lucky Orange may use, aggregate, and share Usage Data for the purposes of providing the Service, conducting research, preparing industry benchmarking reports, product development, training of AI Technology, and other commercial uses subject to applicable law. Lucky Orange will ensure that Customer, its Authorized Users, and its Visitors cannot be identified through the Usage Data or any derivative thereof. You further acknowledge and agree that Lucky Orange may compile Usage Data based on Customer Data input into the Services provided such Usage Data does not identify you, your Visitors, or your Users.

4.5 Feedback. Lucky Orange welcomes comments, feedback, information, or materials regarding the Service or any of the other Lucky Orange products or services (collectively, "Feedback"). By submitting Feedback to Lucky Orange, you agree to assign, and hereby irrevocably assign to Lucky Orange, all right, title, and interest, on a worldwide basis, in and to the Feedback and all copyrights, moral rights, and other Intellectual Property Rights embodied in such. Lucky Orange will be free to use, copy, distribute, publish, and modify the Feedback on an unrestricted basis, without compensation to you.

5. FEES AND PAYMENT

5.1 Payment Terms. You agree to pay to Lucky Orange all applicable Fees due for the Service in accordance with terms of this Agreement and the Order, with any applicable Taxes (as defined below) required. Except as otherwise specified herein or in an Order, Fees are based on the Service purchased and not actual usage and all payment obligations under this Agreement are non-cancelable and non-refundable. Any payments more than thirty (30) days past due will bear a late payment fee of 1.5% interest per month or the highest amount permitted by law, whichever is less. You agree to be responsible for payment for all activity by Authorized Users who access or use the Service through your account. You are responsible for your own costs and expenses related to using the Service such as charges for Internet access, third party software licenses, or other data transmission fees.

5.2 Taxes. Service fees are exclusive of all invoice and bank processing fees, taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such fees, taxes, levies, or duties, excluding only United States income (federal or state) taxes imposed on Lucky Orange, including by way of example and not limitation, import duties and fees, sales, use, transfer, excise, value-added, and gross receipts ("Taxes"). In the event you are required to withhold any portion of service fees due to payments to banks or taxing authorities, (1) you agree to do so and to indemnify Lucky Orange from any liability resulting from your failure to make such withholdings, and (2) Lucky Orange reserves the right to adjust the pricing of the Service so that you are responsible for payment to Lucky Orange of the full amount for the Service, net of any such withholdings, so that the net amounts received by Lucky Orange after such withholdings is equal to what was invoiced.

5.3 Payment Method; Credit Card Authorization. You agree to always keep your payment information current during the Term and authorize Lucky Orange to charge such payment method (including but not limited to credit card, debit card, wire transfer and/or automated clearing house) provided by you, all amounts due under this Agreement, including without limitation, usage beyond the amount specified in the applicable Order.

5.4 Invoicing. Except regarding the Free Trial Period, Lucky Orange bills customers in advance monthly or once a year for recurring annual plans. All amounts due shall be paid in US dollars. Lucky Orange may invoice you electronically or by paper invoice. You must notify Lucky Orange within thirty (30) days of the receipt of the invoice of any billing errors thereon. If you do not notify Lucky Orange within this time, Lucky Orange will not be required to correct the error and/or adjust your account and you hereby waive any claim, allegation, or contention with respect to such invoice. Lucky Orange will not issue refunds for Fees paid for your Service account, even for periods of inactivity.

5.5 Rate Change. Lucky Orange reserves the right to change the price of the Service upon notice to you. Such notice may be provided at any time by posting the changes to our website, to your account, or via email. Lucky Orange will not be liable to you or to any third party for any modifications, price changes, or suspension or discontinuation of the Service.

5.6 Early Termination Fee. For monthly contracts, there is no early termination fee or refunds. For annual contracts billed monthly, you agree to pay three (3) times the monthly cost specified in such annual contracts in the event you terminate this Agreement prior to the expiration or termination of the specified Term.

5.7 Suspension. If you fail to pay any undisputed Fees for the Service, and such Fees become overdue, we may, upon prior notice, and without limiting our other rights and remedies, suspend your access to the Service until such overdue amounts are paid in full.

6. TERM AND TERMINATION

6.1 Term. You will be bound for the entire Term of this Agreement. Unless otherwise modified in an Order, "Term" is defined as the period beginning on the Effective Date and continuing until terminated in writing by either party or when terminated in accordance with Section 6.2 below. As applicable, and except as otherwise specified in any Order, at the end of any Term, subscriptions will automatically renew for additional Terms equal to the expiring Term length, unless either party gives the other party notice of non-renewal at least thirty (30) days before the end of the applicable Term.

6.2 Termination of Services. Either party may terminate this Agreement at any time, in whole or in part, for any reason, provided that if you terminate, you shall be obligated to pay any Fees accrued prior to the date of termination. You may terminate this Agreement by accessing your Account Settings in your dashboard of the Service and selecting to cancel your Account (using the instructions provided). In the event of an additional service plan, you will need to provide written notice of termination, sent to support@luckyorange.com. Upon termination of this Agreement, all rights and Services provided by Lucky Orange to you in this Agreement shall cease immediately. Termination of this Agreement shall not limit Lucky Orange from pursuing remedies available to Lucky Orange, including but not limited to injunctive relief, for a failure to pay outstanding Fees or in connection with any other breach of this Agreement. You must remove all Lucky Orange scripts and materials from your website within thirty (30) days of termination.

6.3 Limited Retention. Following notification to Lucky Orange of your intent to cancel or terminate the Service, Lucky Orange will retain your Customer Data for a limited period of time (no more than thirty (30) days from the date of notice, subject to superseding requirements in applicable privacy laws) in the event you decide to re-activate the Service (such retention period, the "Grace Period"). The date of notice of termination for purposes of this Section 6.3 shall be the earlier of the date you emailed Lucky Orange (based on the time stamp of such email) indicating your intent to terminate the Service, or the date you selected to cancel your Account. During the Grace Period you may either upgrade or re-establish your Account to continue receiving the Service, or you may take such Customer Data management actions as may be offered to you by Lucky Orange within the Service, if any. For the avoidance of doubt, except for the foregoing actions, you are afforded no other rights to access your Customer Data and, following expiration of the Grace Period, Lucky Orange may forever delete all of your Customer Data unless otherwise required by applicable privacy laws. Please note that all Customers, regardless of their selected data retention period during the time in which they received the Services (e.g. 30, 60, 90, 180, or 365 days), shall have no more than thirty (30) days from the date of notice of termination before their Customer Data may be deleted. In other words, the retention period for Customer Data during an active Services subscription does not extend to the period after notice of termination. The Grace Period afforded to you shall be thirty (30) days only. Any exceptions to the foregoing must be approved in writing by Lucky Orange.

7. CONFIDENTIAL INFORMATION; MUTUAL NON-DISCLOSURE

7.1 Each party to this Agreement may furnish the other party with certain non-public, proprietary information (the "Confidential Information"). For the purposes of this Agreement, Confidential Information includes: (1) Disclosed information that is marked or identified as "confidential" at the time of disclosure, or which constitutes the trade secrets of a party under the governing law of this Agreement; (2) The source code and object code of the Service, the pricing structure for the Service and Service provided to you, and any other proprietary information owned by Lucky Orange, and which is provided or disclosed to you at any time; (3) Disclosed information relating to any unreleased products or service offerings; and (4) The terms and conditions of this Agreement.

7.2 Confidential Information shall not include information that: (1) Is or becomes part of the public domain or is generally publicly known through no improper action by the receiving party subsequent to the time of the disclosing party's communication thereof to the receiving party; (2) Was rightfully in the receiving party's possession or known by the receiving party prior to receipt from the disclosing party; (3) Is rightfully disclosed without restriction to the receiving party by a third party without violation of any confidentiality covenant by such third party; (4) Is independently developed by the receiving party without use of the Confidential Information of the disclosing party or any residual knowledge gained therefrom; or (5) Its disclosure is required by law, including binding court order, government regulation or subpoena, and the disclosing party has been given notice of such order and the receiving party reasonably cooperates with the disclosing party in limiting such disclosure to the minimum required, unless a court has ordered that the disclosing party not be given notice.

7.3 Each party agrees to hold the other party's Confidential Information in confidence and not to use it for any purpose other than the purposes permitted under this Agreement. Each party agrees to use the same standard of care to protect the Confidential Information of the other as it uses to protect its own similar confidential and proprietary information, but not less than a reasonable standard of care. Confidential Information of the other party may only be disclosed to those affiliates, employees, contractors, and advisors of you or of Lucky Orange, as applicable, on a need-to-know basis and who agree to be bound by confidentiality restrictions at least as restrictive as those contained in this Agreement. Confidential Information remains at all times the property of the disclosing party. Unless otherwise explicitly set forth herein, no licenses or rights under any patent, copyright, trademark, or trade secret are granted or are to be implied with respect to Confidential Information.

8. NO WARRANTY; DISCLAIMER

8.1 LUCKY ORANGE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. THE SERVICE IS PROVIDED BY LUCKY ORANGE AND ITS LICENSORS "AS IS" AND "AS AVAILABLE." YOU ASSUME ALL RISK FOR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY HARM CAUSED BY VIRUSES, THIRD-PARTY PRODUCTS, USE OF THIRD PARTY PROVIDED SERVICES, OR OTHER DAMAGING MATERIALS. IN NO EVENT DOES LUCKY ORANGE GUARANTEE ANY RESULTS, INCREASED TRAFFIC OR USER ENGAGEMENT FOR YOU. LUCKY ORANGE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION THEREOF, IS ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, OR THAT THE SERVICE'S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION 8.1 APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE SERVICE IS OFFERED BY LUCKY ORANGE FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. LUCKY ORANGE MAKES NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS, INCLUDING BUT NOT LIMITED LAWS RELATED TO THE COLLECTION OF DATA FROM YOUR WEBSITE'S VISITORS AND USERS.

9. INDEMNIFICATION

9.1 Lucky Orange Indemnification. Lucky Orange shall defend you against any third-party claims that the Service infringes any United States patent, trademark, or copyright, and pay any costs and damages finally awarded by a court of competent jurisdiction or agreed upon in settlement with respect to such claims, provided Lucky Orange is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and sole control over defense and settlement. Lucky Orange will not be responsible for any settlement it does not preapprove in writing. The foregoing obligations do not apply with respect to the Service or portions or components thereof which are: (1) not supplied by Lucky Orange, (2) modified after delivery by Lucky Orange, or (3) combined with other products, processes or materials where the alleged infringement relates to such combination. Additionally, Lucky Orange shall have no obligation to defend you under this Section 9.1 where you continue any allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or where your use of the Service is not strictly in accordance with this Agreement or with the Documentation.

9.2 Your Indemnification. You agree to defend, indemnify, and hold harmless each of Lucky Orange, its affiliates and respective officers, employees, consultants, shareholders and representative from and against any and all claims, liabilities, damages, and/or costs (including attorneys' and expert witness fees, costs and other expenses) arising out of or related to any actual or alleged claims involving or resulting from: (1) violation of this Agreement or applicable law, rule or regulation by you or any person accessing or using the Service by or through you; (2) infringement or misappropriation by you, or any person accessing or using the Service by or through you, of any intellectual property or privacy or other right of any person or entity (except claims of infringement or misappropriation arising solely from use of the Service as provided under this Agreement); (3) acts or omissions of your Authorized Users or Visitors, or arising out of or relating to your relationship with any of your Authorized Users or Visitors; (4) Customer Data in any manner; or (5) you or your Authorized Users' breach of any applicable privacy or data protection law, rule or regulation. Lucky Orange reserves the right, at its own expense and its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

10. LIMITATION OF LIABILITY

10.1 Limitation. IN NO EVENT WILL LUCKY ORANGE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, INCLUDING ANY LOSS OF DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF LUCKY ORANGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LUCKY ORANGE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO LUCKY ORANGE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. YOU ACKNOWLEDGE AND AGREE THAT LUCKY ORANGE WILL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES ARISING FROM ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES, ANY THIRD-PARTY PRODUCTS, MATERIALS, OR SERVICES, OR YOUR USE OF, MISUSE OF, OR INABILITY TO USE THE SERVICES OR ANY THIRD-PARTY PRODUCTS, MATERIALS, OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT LUCKY ORANGE WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION.

11. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

11.1 Choice of Law. This Agreement and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the State of Kansas, exclusive of conflict or choice of law rules. Subject to Section 11.2, the parties agree that any unresolved controversy, claim or litigation arising out of or in connection with this Agreement shall be resolved in a federal or state court in the State of Kansas, and consent to the jurisdiction of such court over the parties hereto and such controversy, claim or litigation. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce.

11.2 Dispute Resolution. Before initiating any legal claim or action (except with respect to equitable relief or non-payment of fees due under this Agreement), the parties agree to refer any dispute, controversy or claim arising out of or related to this Agreement (collectively, a "Claim") to members of the parties' executive management (each such member a "Representative") for resolution, which referral shall be evidenced by a written notice from either party to the other (the "Referral"). The parties' representatives shall meet in person or via conference call within ten (10) business days of such Referral. If the parties have not reached a mutually agreeable resolution of the Claim within ten (10) business days after their initial meeting, or within an additional time period mutually agreed upon, then either party may request that such claim be submitted to a mediator agreed upon by the parties. The mediator shall assist in attempting to negotiate a resolution of the Claim. The mediation shall be non-binding unless the parties otherwise agree. Unless otherwise agreed by the mediator and parties, the mediation shall be held within twenty-one (21) days of the request for mediation. The parties must attend the mediation and act in good faith to genuinely attempt to resolve the Claim. Any information or documents disclosed by a party under this clause: (1) must be kept confidential; and (2) may only be used to attempt to resolve the Claim. Each party shall pay its own costs of complying with this Section 11.2 and shall equally share the cost of the mediator.

12. MISCELLANEOUS

12.1 Independent Contractors. You understand and expressly agree that you and Lucky Orange are independent contractors and not agents or employees of the other party. Neither you nor Lucky Orange has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.

12.2 Notices. Any notice given under this Agreement shall be in writing and in the English language and shall be emailed to Lucky Orange at support@luckyorange.com, or if to you, to the email or physical address associated with your account. You hereby consent to receiving any notices relevant to the Service or this Agreement by email without requiring a handwritten signature for such notice to be effective.

12.3 Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, natural disasters, earthquake, fire, flood, or other acts of God, labor conditions, power failures, and Internet disturbances (each, a "Force Majeure Event"). If a Force Majeure Event causes delays in performance by either party for a period longer than ninety (90) days, these Terms of Service may be terminated in accordance with Section 6.2.

12.4 Consent to Do Business Electronically. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law.

12.5 Government End Authorized Users. The Service and Documentation are comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and are provided to any civilian or military branch or agency of the U.S. government in accordance with the policies set forth in 48 C.F.R. 12.212 or 28 C.F.R. 227.7202-1 and 227.7202-3, respectively.

12.6 Compliance with Laws and Export Control. You shall abide by all applicable local, state, national and foreign laws, rules, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You acknowledge that Lucky Orange may discontinue provision or performance of the Service or terminate the license to the Service granted hereunder following any changes in any applicable law, which in the sole discretion of Lucky Orange, makes performance impossible, or illegal. You further acknowledge that the Service and related technology and technical data (collectively "Controlled Technology") may be subject to the import and export laws of any country where Controlled Technology is imported or re-exported, including U.S. Export Administration Regulations. You agree not to export, re-export, import or provide any Controlled Technology to any prohibited country (such as embargoed countries), entity, or person (such as designated nationals) for which a license or other governmental approval is required or is otherwise prohibited. All Controlled Technology is prohibited for export or re-export to prohibited countries as listed at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or to any country subject to similar trade sanctions.

12.7 Equitable Relief. You agree that your breach of the terms and responsibilities under this Agreement would cause irreparable harm and significant injury to Lucky Orange which would be both difficult to ascertain and for which there is no adequate remedy at law and that Lucky Orange shall be entitled, in addition to any other rights and remedies it may have, to injunctive relief (without the requirement of posting bond), specific performance and other equitable remedies to restrain any threatened, continuing, or further breach, or other equitable relief without prejudice to any other rights and remedies Lucky Orange may have under this Agreement.

12.8 Entire Agreement. This Agreement constitutes the entire agreement between you and Lucky Orange with respect to the subject matter hereof and supersedes all prior agreements, both oral and written. Lucky Orange may update this Agreement at any time without notice to you. Any changes to this Agreement will be posted on the Lucky Orange website. You can determine when this Agreement was last revised by referring to the "Last Updated" legend at the top of the first page. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THE AGREEMENT, ANY CHANGES TO THIS AGREEMENT ARE EFFECTIVE IMMEDIATELY UPON POSTING. Your continued use of the Service will constitute your agreement to any new provisions within the revised Agreement.

12.9 Waiver; Severability. Either party's failure to enforce any provision of this Agreement will not be deemed to be a waiver of its right to enforce them. If any term or provision of this Agreement will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of this Agreement.

12.10 Publicity. You hereby consent to inclusion of your name and trademarks or service marks in Lucky Orange customer lists that may be published as part of Lucky Orange's marketing and promotional efforts. Lucky Orange may identify you as a customer when referring to lists of its customers.

12.11 Assignment. Neither you nor Lucky Orange may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that either party may assign its rights and obligations under this Agreement without the consent of the other party in the event the assigning party effects a corporate reorganization, consolidation, merger, or transfer of all or substantially all of its properties or assets. This Agreement shall inure to the benefit of and be binding upon the parties, their respective successors, and permitted assigns.

12.12 Survival. The following articles and sections will survive the expiration or termination of this Agreement for any reason: Sections 2.7, 3.4, 4.4, 4.5, 6.3; Articles 1, 7, 8, 9, 10, 11, and 12; and to the extent such sections discuss liability and any limitations thereof, Sections 2.8, 4.1, 4.2, 4.3, and 6.2.