Lightswitch, Inc.
This End-User License Agreement (this “Agreement”) is a binding contract between Lightswitch, Inc., a Delaware corporation (“Lightswitch,” “we,” “us,” or “our”), and the entity or person that accesses or uses the Services (“Customer,” “you,” or “your”).
By accessing or using the Services, by connecting a third-party system to the Services, or by clicking to accept this Agreement, you agree to be bound by it. 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 that entity, and “you” refers to that entity. If you do not have that authority, or if you do not agree to these terms, you must not access or use the Services.
If you and Lightswitch have signed a separate written master services agreement, statement of work, or order form covering the Services (a “Services Agreement”), that Services Agreement controls to the extent it conflicts with this Agreement.
“Services” means the Lightswitch software application, agents, automations, integrations, hosted interfaces, and related technology that Lightswitch makes available to you, together with any documentation.
“Connected System” means any third-party service, platform, or data source that you authorize Lightswitch to access on your behalf, including accounting systems, retailer and distributor portals, warehouse and logistics systems, email accounts, messaging platforms, and file storage.
“Customer Data” means data, records, files, and other content that you provide to Lightswitch, or that Lightswitch retrieves from a Connected System at your direction, including business records retrieved from your accounting system.
“Output” means results generated by the Services from Customer Data, including reports, drafted documents, records written back to a Connected System, notifications, and analyses.
Subject to your compliance with this Agreement and payment of all applicable fees, Lightswitch grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the term of this Agreement.
All rights not expressly granted are reserved by Lightswitch.
4.1 Accounts. You are responsible for maintaining the confidentiality of any credentials used to access the Services and for all activity that occurs under your account. You must notify us promptly at security@lightswitch.co if you become aware of any unauthorized access.
4.2 Authorization to access Connected Systems. When you connect a Connected System to the Services, you authorize Lightswitch to access, retrieve, store, process, and — where the Services provide for it — create or modify records in that Connected System on your behalf, for the purpose of providing the Services.
4.3 Your representations. You represent and warrant that:
4.4 Revoking access. You may disconnect any Connected System at any time through the Services or through the third-party provider’s own settings. Disconnection revokes Lightswitch’s authorization to access that system going forward. Automations that depend on that system will stop functioning.
5.1 Generally. The Services interoperate with Connected Systems operated by third parties. Those third parties are not under Lightswitch’s control. Lightswitch is not responsible for the availability, accuracy, security, or continued operation of any Connected System, or for any change a third-party provider makes to its interfaces, data, or terms. Your use of a Connected System is governed by your agreement with that provider, not by this Agreement.
5.2 Intuit and QuickBooks. The Services may integrate with QuickBooks Online, a product of Intuit Inc. (“Intuit”). Intuit is not a party to this Agreement. Lightswitch is an independent third-party developer and is not affiliated with, endorsed by, sponsored by, or acting as an agent of Intuit. Your use of QuickBooks Online is governed solely by your agreement with Intuit. Intuit makes no warranty and has no liability with respect to the Services, and Lightswitch makes no warranty and has no liability with respect to QuickBooks Online. QuickBooks and Intuit are trademarks of Intuit Inc., used here for identification only.
6.1 Customer Data. As between the parties, you retain all right, title, and interest in and to the Customer Data and the Output. Lightswitch claims no ownership of them.
6.2 License to Lightswitch. You grant Lightswitch a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, and process the Customer Data solely to the extent necessary to provide, maintain, secure, and support the Services for you, and to comply with law.
6.3 No training on Customer Data. Lightswitch does not use Customer Data to train, fine-tune, or improve any machine-learning or artificial-intelligence model for the benefit of any party other than you, and contracts with its model providers on terms that prohibit them from doing so. See our Privacy Policy for detail.
6.4 Aggregated data. Lightswitch may generate and use aggregated, de-identified statistical data derived from operation of the Services, provided that such data does not identify you, your personnel, your counterparties, or your business, and cannot reasonably be used to do so.
The Services use automation and artificial intelligence to generate Output, including drafted records and recommendations. Output may contain errors and is not a substitute for your own review and judgment. You are solely responsible for reviewing Output before relying on it, and for any business, financial, accounting, tax, or operational decision you make. Lightswitch does not provide accounting, tax, legal, or financial advice. Where the Services create or modify records in a Connected System, you remain responsible for the accuracy of your books and records.
You will not, and will not permit any third party to:
Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will protect the disclosing party’s Confidential Information with at least the same care it uses for its own, and no less than reasonable care; will use it only to perform under this Agreement; and will not disclose it except to employees, contractors, and advisors who need to know it and who are bound by confidentiality obligations at least as protective as these. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was known to it without restriction before disclosure, is independently developed without use of the Confidential Information, or is rightfully received from a third party without restriction. The receiving party may disclose Confidential Information as required by law if it gives reasonable advance notice where legally permitted.
Customer Data is your Confidential Information.
The Services, including all software, agents, workflows, models, interfaces, and documentation, and all intellectual property rights in them, are and remain the exclusive property of Lightswitch and its licensors. This Agreement grants you a license, not a sale. If you provide feedback or suggestions, Lightswitch may use them without restriction or obligation to you.
Fees, payment terms, and scope are set out in the applicable Services Agreement, order form, or statement of work. Except as expressly stated there or required by law, fees are non-refundable. You are responsible for applicable taxes other than taxes on Lightswitch’s income.
12.1 Term. This Agreement begins when you first access the Services and continues until terminated.
12.2 Termination. Either party may terminate this Agreement on written notice if the other materially breaches it and does not cure the breach within thirty (30) days of notice. Either party may terminate for convenience as provided in the applicable Services Agreement, or — if there is none — on thirty (30) days’ written notice.
12.3 Suspension. Lightswitch may suspend access immediately if your use poses a security risk, may harm Lightswitch or a third party, violates Section 8, or if required by law. We will restore access promptly once the cause is resolved.
12.4 Effect of termination. On termination, your license ends and you must stop using the Services. Lightswitch will revoke its access tokens to your Connected Systems. On written request made within thirty (30) days after termination, Lightswitch will make available for export, or will delete, Customer Data in its possession, as described in our Privacy Policy. Sections 6, 7, 9, 10, 13, 14, 15, and 17 survive termination.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIGHTSWITCH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Lightswitch does not warrant that the Services will be uninterrupted, error-free, or secure against every threat; that Output will be accurate or complete; or that the Services will remain compatible with any Connected System, which may change or discontinue its interfaces at any time.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIGHTSWITCH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO LIGHTSWITCH FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to your payment obligations, to either party’s breach of Section 9, or to liability that cannot be limited under applicable law.
You will defend, indemnify, and hold harmless Lightswitch and its officers, directors, employees, and agents from any third-party claim, and any resulting damages, liabilities, costs, and reasonable attorneys’ fees, arising out of (a) your Customer Data, (b) your use of the Services in violation of this Agreement or applicable law, or (c) your breach of a representation in Section 4.3. Lightswitch will notify you promptly of the claim, give you control of the defense, and cooperate reasonably at your expense.
Lightswitch may modify the Services from time to time. We may also update this Agreement; if we make a material change, we will post the updated Agreement with a new “Last updated” date and, where we have your contact information, provide reasonable advance notice. Your continued use of the Services after the change takes effect constitutes acceptance. If you do not agree, you must stop using the Services and may terminate under Section 12.
17.1 Governing law and venue. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware, and each waives any objection to that venue.
17.2 Assignment. You may not assign this Agreement without Lightswitch’s prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. Lightswitch may assign it freely. Any other attempted assignment is void.
17.3 Entire agreement. This Agreement, together with the Privacy Policy and any applicable Services Agreement, is the entire agreement between the parties on its subject matter and supersedes all prior discussions.
17.4 Severability and waiver. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will stay in force. A party’s failure to enforce a provision is not a waiver of it.
17.5 Independent contractors. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, or employment relationship.
17.6 Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control, excluding payment obligations.
17.7 Notices. Notices to Lightswitch must be sent to legal@lightswitch.co and to 401 Park Ave South, 10th Floor, New York, NY 10016. Notices to you may be sent to the email address associated with your account.
Lightswitch, Inc.
401 Park Ave South, 10th Floor, New York, NY 10016
legal@lightswitch.co