These Terms of Service govern your access to and use of the Ligna platform and related services. Please read them carefully — by creating an account or using the Services you agree to them.
These Terms of Service (the "Terms") are a binding agreement between you and Ligna, Inc. ("Ligna," "we," "us," or "our") and govern your access to and use of the Ligna platform, websites, applications, APIs, and related services (collectively, the "Services"). By creating an account, clicking to accept, or otherwise accessing or using the Services, you agree to these Terms. If you are entering into these Terms on behalf of a company or other organization, you represent that you have authority to bind that entity, and "you" refers to that entity.
These Terms incorporate by reference our Privacy Policy, our Acceptable Use Policy (Section 10), our Data Processing Addendum where applicable, and any order, plan, or product-specific terms you agree to. If you do not agree to these Terms, do not use the Services.
Please note: Section 20 requires most disputes to be resolved by binding individual arbitration and contains a class-action waiver. This affects how disputes are resolved — please read it carefully.
You must be at least 18 years old and capable of forming a binding contract to use the Services. You may not use the Services where prohibited by applicable law, sanctions, or export controls.
You agree to provide accurate, current, and complete registration information and to keep it up to date. You are responsible for all activity that occurs under your Account.
You are responsible for safeguarding your credentials, for enabling available security features (such as multi-factor authentication), and for the acts and omissions of your Authorized Users. Notify us promptly at security@ligna.io if you suspect any unauthorized access to or use of your Account.
Subject to these Terms and your payment of applicable Fees, Ligna grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your Subscription Term for your internal business purposes.
The Services may be subject to limits described in your plan or order (for example, on users, sub-accounts, sending volume, storage, or usage). Some features must be enabled or may carry additional fees.
We continually improve the Services and may add, modify, or remove features. We will not materially reduce the core functionality of a paid Service during your Subscription Term except for free, beta, or legally required changes, or where reasonably necessary for security or to comply with law.
We may offer beta, preview, or early-access features. These are provided "as is," may be changed or discontinued at any time, and are not covered by any service-level commitment.
You are responsible for your configuration of the Services, for the content you create and send, for obtaining all necessary rights and consents, and for your compliance with these Terms and applicable law.
You agree to pay the Fees for the plan and any add-ons you select. Except as stated in an order, Fees are quoted and payable in U.S. dollars and are based on the plan you purchase, not your actual usage, unless usage-based charges apply (see Section 5.6).
Subscriptions renew automatically for successive periods equal to your then-current Subscription Term unless you cancel before the end of the current term. By subscribing, you authorize us (and our payment processors) to charge your payment method for renewal at the then-current rates without further authorization, until you cancel.
You may turn off auto-renewal at any time from your Account settings; cancellation takes effect at the end of the current term. We may change Fees for a renewal term by giving you at least 30 days' notice before the renewal.
You must keep a valid payment method on file. If a charge fails, we may retry it and may suspend the Services until payment is received. Invoiced customers must pay within the period stated on the invoice (net 30 unless otherwise agreed).
Except where required by law, all Fees are non-refundable and prepaid Fees are not refunded on cancellation. Fees are exclusive of taxes; you are responsible for all applicable sales, use, and similar taxes (excluding taxes on our net income).
Certain features — including email, SMS/MMS, voice, and AI usage — may be metered and billed on a usage basis or drawn from prepaid credits or a wallet balance. We may apply reasonable markups to resold third-party usage (such as carrier or AI-provider costs). Consumed usage and credits are non-refundable. You are responsible for any third-party fines or surcharges resulting from your use of these features (see Section 8).
Ligna offers a free plan that is free for life for a single user, with no time limit and no credit card required. Paid plans add additional users, capacity, and features as described in your order. The free plan is provided "as is," and we may change its features, limits, or availability over time. Nothing in this section creates an obligation for you to purchase a paid plan.
If you use the Services to create or manage Sub-Accounts for clients, the following applies in addition to the rest of these Terms.
Each Sub-Account is a separate tenant, and Customer Data is logically isolated between Sub-Accounts. As the Agency, you are the account owner and are responsible for your Sub-Accounts, including their configuration, billing, content, and compliance with these Terms and applicable law.
With respect to the End Users of your Sub-Accounts, you act as the controller (or equivalent) of that data, and Ligna acts as a processor on your behalf under our Data Processing Addendum. You must enter into agreements with your clients that impose obligations at least as protective as these Terms and applicable data-protection law.
Where your plan permits, you may rebrand and resell the Services to your clients. You may only remove or replace Ligna Marks to the extent your plan authorizes, and you may not represent that you are Ligna or that Ligna endorses you. You must bill your clients on a subscription basis and may not resell the Services below any minimum pricing we specify.
You may not use the Services to clone or build a competing platform, and you may not solicit Ligna's direct customers to cancel in order to move them to a white-label offering in violation of your agreements.
We are not a party to your agreements with your clients and generally will not transfer a Sub-Account away from your Agency except as required by law or under our published transfer policy (for example, where an Agency account is suspended or unresponsive). Any regulatory or carrier fines arising from a Sub-Account's activity are the responsibility of the Agency and the offending Sub-Account.
Because the Services let you send email, SMS/MMS, and other communications, this section is especially important.
You are solely responsible for the communications you send through the Services and for obtaining all legally required consents from recipients.
You must comply with the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, applicable state laws, and carrier requirements, including A2P 10DLC brand and campaign registration before sending. You must obtain proper opt-in (including double opt-in where required), honor STOP/HELP and other opt-out requests, respect quiet hours, and not send prohibited content (including SHAFT — sex, hate, alcohol, firearms, tobacco — and other restricted categories).
You must comply with the CAN-SPAM Act and equivalent laws (such as CASL). Every message must identify the sender, include a valid physical postal address, and provide a working unsubscribe mechanism. You may not use purchased or rented lists, and you must keep bounce and complaint rates within industry norms.
Carriers and law may require you to publish your own privacy policy and terms (including SMS opt-in language) on the forms through which you collect consent. You are responsible for maintaining those notices.
We may throttle, suspend, or block sending — without prior notice — to protect deliverability, comply with carrier rules, or stop suspected abuse. Fines, penalties, or surcharges imposed by carriers or regulators due to your messaging are your responsibility.
As between you and Ligna, you retain all rights in your Customer Data. You grant Ligna a worldwide, non-exclusive license to host, process, transmit, display, and otherwise use Customer Data solely to provide, secure, and improve the Services and as permitted by our Privacy Policy and Data Processing Addendum.
You represent that you have all rights and consents necessary for Ligna to process Customer Data as contemplated by these Terms, and that your Customer Data and its use do not violate applicable law or third-party rights.
Some Services use artificial intelligence. We do not use your Customer Data to train shared or foundational AI models for use outside your Account unless you opt in. We may use aggregated and de-identified data, which does not identify you or any individual, to operate and improve the Services.
We implement administrative, technical, and physical safeguards designed to protect Customer Data, as described in our Data Processing Addendum. Following termination, you may export your Customer Data for a limited period, after which we may delete it in the ordinary course (generally within 90 days), subject to legal retention requirements and routine backups.
You agree not to, and not to permit anyone to, use the Services to:
We may investigate suspected violations and may remove content or suspend access as described in Section 18.
The Services, including all software, documentation, and Ligna Marks, are owned by Ligna and its licensors and are protected by intellectual-property laws. Except for the limited rights expressly granted in these Terms, no rights are granted to you. You may not copy, modify, create derivative works of, distribute, or publicly display any part of the Services, and you may not use Ligna Marks without our prior written permission.
If you believe content on the Services infringes your copyright, you may send a notice under the Digital Millennium Copyright Act to dmca@ligna.io.
If you provide suggestions, ideas, or other feedback about the Services, you grant Ligna a perpetual, irrevocable, worldwide, royalty-free license to use it for any purpose without restriction, compensation, or attribution. Feedback is provided voluntarily and is not confidential.
Each party may access the other's confidential information in connection with the Services. The receiving party will use the disclosing party's confidential information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel and advisors who need to know and are bound by confidentiality obligations. These obligations do not apply to information that is public, independently developed, or rightfully obtained without confidentiality obligations, or to disclosures required by law (with notice where permitted).
The Services may interoperate with third-party products, integrations, and marketplaces. Your use of any third-party service is governed by that third party's terms, and Ligna is not responsible for third-party services. Resold third-party usage (such as telephony, email, and AI providers) is provided without warranty and subject to those providers' terms.
If we provide an API, you must use it in accordance with our documentation and rate limits, keep your keys secure, and not use it to scrape, overload, or abuse the Services. We may meter, limit, deprecate, or charge for API access.
We will provide the Services in a professional and workmanlike manner. Your sole remedy for a breach of this warranty is for us to re-perform the affected Services.
EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND LIGNA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT THEY WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR RESULTS. THIRD-PARTY PRODUCTS ARE PROVIDED WITHOUT WARRANTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EXCEPT FOR YOUR PAYMENT OBLIGATIONS AND EACH PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO LIGNA FOR THE SERVICES IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY. THESE LIMITATIONS APPLY IN THE AGGREGATE AND FORM AN ESSENTIAL BASIS OF THE BARGAIN.
You will defend, indemnify, and hold harmless Ligna and its affiliates from any third-party claim, and any resulting damages, costs, and reasonable attorneys' fees, arising out of your Customer Data, your use of the Services, your communications, your violation of these Terms or applicable law (including messaging and data-protection laws), or your Authorized Users' or Sub-Accounts' acts or omissions.
We will defend you against any third-party claim that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual-property rights, and will pay resulting damages finally awarded — excluding claims arising from your Customer Data, your modifications, or combination of the Services with other products.
The indemnified party must give prompt notice of the claim, allow the indemnifying party to control the defense and settlement (without admitting fault on the indemnified party's behalf), and provide reasonable cooperation.
These Terms apply for as long as you use the Services and for any Subscription Term, including renewals.
Either party may terminate for the other's material breach that remains uncured 30 days after written notice, or immediately if the other party becomes insolvent.
We may suspend or limit your access — in whole or in part, and without prior notice where necessary — if you violate these Terms or the law, if your use poses a security, legal, or reputational risk, if your sending exceeds permitted complaint or bounce thresholds, or for non-payment after notice. We may suspend or terminate free Services at any time.
On termination, your right to use the Services ends. You may export Customer Data during a limited window, after which we may delete it as described in Section 9.4. Sections that by their nature should survive (including Sections 5, 9, 11–13, 15–17, and 20–21) will survive termination.
We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by email or in-app). Changes are effective when posted, or on the date stated in the notice. If you continue to use the Services after the changes take effect, you accept the updated Terms; if you do not agree, you must stop using the Services.
This section affects your legal rights, including a waiver of class actions and jury trials. Please read it carefully.
Before filing a claim, the parties agree to try to resolve the dispute informally by contacting legal@ligna.io and negotiating in good faith for at least 30 days.
Except for the carve-outs below, any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
Disputes will be arbitrated only on an individual basis. You and Ligna waive any right to bring or participate in a class, collective, or representative action, and the arbitrator may not consolidate more than one person's claims.
Either party may bring an individual claim in small-claims court, and either party may seek injunctive or equitable relief in court to protect its intellectual property or confidential information.
These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules. Any claim must be brought within one (1) year after it arises, or it is permanently barred.
Questions about these Terms? Contact us at legal@ligna.io. For support, contact support@ligna.io.
