Terms and Conditions

1. Scope of These Terms; Commercial Agreements

These Terms apply to the public Website, Website Content, downloadable materials, forms, and other publicly available digital resources provided through the Website. “Website Content” means text, graphics, photographs, videos, diagrams, software, interfaces, designs, documentation, downloads, and other materials made available by LEXI through the Website, excluding your Submissions and content governed by a Commercial Agreement.

LEXI provides enterprise hardware, software, cloud, applications, services, integrations, support, and related offerings (collectively, “LEXI Offerings”). If you or your organization purchase, license, deploy, evaluate, or otherwise use any LEXI Offering under an order form, master services agreement, evaluation agreement, license agreement, partner agreement, statement of work, warranty, data processing agreement, or other written agreement with LEXI (a “Commercial Agreement”), that Commercial Agreement controls with respect to the subject matter it covers. These Terms do not amend or replace a Commercial Agreement unless that agreement expressly states otherwise.

Product-specific purchasing terms, subscription terms, service levels, warranties, support commitments, implementation obligations, data rights, and fees are governed by the applicable Commercial Agreement or other product-specific terms, not by these Website Terms unless expressly stated.

These Terms replace prior LEXI website terms only with respect to access to and use of the Website from the Effective Date. They do not retroactively replace terms governing any LEXI Offering. If, before the Effective Date, you accepted prior LEXI terms that governed a LEXI Offering and no Commercial Agreement or replacement product-specific terms supersede those terms, the prior terms continue to govern that LEXI Offering until they are superseded by applicable written terms.

2. Acceptance of These Terms

LEXI may require you to affirmatively accept these Terms at certain Website interactions. You accept these Terms and agree to be bound by them when these Terms are presented to you and you take an affirmative acceptance action, including when you:

• click or tap a button, checkbox, or similar control indicating that you accept these Terms;
• submit a contact, demo, quote, subscription, or other form after affirmatively accepting these Terms through a checkbox or similar control associated with that form;
• create or access an account, portal, or other authenticated area after being presented with and accepting these Terms;
• download gated materials or register for a webinar, training, or event after being presented with and accepting these Terms.

If you do not agree to these Terms, do not complete an interaction that requires acceptance. Viewing a publicly available page without an affirmative acceptance action does not, by itself, constitute acceptance of the arbitration agreement in Section 25.

If you access or use the Website on behalf of a company or other organization, you represent that you have authority to bind that organization, and “you” includes that organization.

LEXI may record and retain evidence of your acceptance, including the date and time of acceptance, the version of these Terms then in effect, the page or form through which acceptance occurred, and associated technical information such as IP address. You agree that such records are admissible evidence of your agreement to these Terms.

3. Eligibility and Authority

The Website is primarily intended for business, professional, partner, investor, media, and other organizational users. You must be at least 18 years old and legally capable of entering into these Terms in your jurisdiction.

The Website is not directed to children. LEXI does not knowingly offer the Website for use by, or knowingly collect personal information from, children under 16 (or under the minimum age specified by applicable law in your jurisdiction, if lower, but in no event under 13). If LEXI learns that it has collected personal information from a child below the applicable age, it will delete that information. A parent or guardian who believes a child has provided personal information may contact LEXI at [email protected].

4. Changes to These Terms and the Website

We may update these Terms from time to time. The “Last Updated” date above identifies the most recent revision, and prior versions remain available at the archive address above. If we make a material change, we will provide reasonable advance notice through the Website, by email where we have your address, or by another reasonable method. Changes apply prospectively from their effective date unless applicable law requires otherwise. For users already bound by a prior version, material changes to Section 25 (Dispute Resolution) are subject to the notice and rejection provisions in Section 25.7.

Except as provided in Section 25.7, your continued use of Website interactions that require acceptance after the effective date of a revision constitutes your acceptance of the revised Terms. LEXI may require affirmative re-acceptance of material changes where appropriate or required by law. If you do not agree to a revision, you must stop using Website interactions governed by the revised Terms.

We may modify, suspend, restrict, or discontinue all or any part of the Website at any time. We do not guarantee that any specific Website Content, feature, or resource will remain available.

5. Limited Permission to Use the Website

Subject to these Terms, LEXI grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Website and Website Content for legitimate business and informational purposes, including evaluating LEXI, researching LEXI Offerings, communicating with LEXI, considering a commercial relationship, and accessing resources made available for those purposes. This permission terminates automatically upon any material breach of these Terms and may otherwise be revoked or suspended under Section 17.

Except as expressly authorized by LEXI in writing, you may not reproduce, republish, sell, license, distribute, create derivative works from, or commercially exploit Website Content. Reasonable internal copying of publicly downloadable materials for evaluation, procurement, training, or internal business review is permitted, provided that proprietary notices are preserved.

All rights not expressly granted are reserved.

6. Linking and Framing

You may link to the Website home page or to a public content page in a manner that is fair, lawful, not misleading, and does not suggest sponsorship, endorsement, approval, or affiliation where none exists. You may not frame, mirror, in-line link, or otherwise present the Website or Website Content within another site or application, present the Website in a manner that obscures or alters its appearance, or use LEXI names, logos, or marks in domain names, metatags, hidden text, paid search keywords, or advertising copy without LEXI’s prior written permission. LEXI may require you to remove any link at its discretion.

7. Prohibited Conduct

You may not use the Website in a manner that is unlawful, abusive, deceptive, harmful, or inconsistent with these Terms. Without limiting the foregoing, you may not:

• interfere with, disrupt, damage, disable, overburden, or impair the Website or systems used to provide it;
• attempt to gain unauthorized access to any account, system, network, device, database, or non-public portion of the Website or any LEXI Offering;
• introduce malware, malicious code, automated attacks, credential-stuffing, denial-of-service activity, or other harmful technology;
• probe, scan, or test vulnerabilities except as permitted under Section 8;
• use robots, crawlers, scrapers, or other automated means to access or extract Website Content in a manner that circumvents technical controls, imposes an unreasonable load, or violates instructions communicated by LEXI, including applicable robots.txt directives and any machine-readable rights reservation that LEXI may publish;
• use Website Content to train, fine-tune, benchmark, evaluate, or develop a machine-learning or artificial-intelligence model or dataset without LEXI’s prior written permission, except to the extent such restriction is prohibited by applicable law;
• impersonate another person or organization, misrepresent your affiliation with LEXI, or use the Website for fraudulent or misleading purposes;
• infringe or misappropriate intellectual-property, privacy, publicity, confidentiality, contractual, or other rights;
• remove, obscure, or alter copyright, trademark, confidentiality, or other proprietary notices; or
• use the Website or Website Content to facilitate unauthorized access to, control of, or interference with buildings, building systems, devices, networks, operational technology, or other physical infrastructure.

LEXI expressly reserves all rights, including under Article 4 of Directive (EU) 2019/790 and comparable laws, to prohibit text and data mining of Website Content and may communicate that reservation through robots.txt directives or other machine-readable means.

8. Security Research and Vulnerability Disclosure

LEXI welcomes good-faith security research. Security testing of the Website is authorized only when performed in accordance with a Vulnerability Disclosure Policy that LEXI has then published at lexi.tech/security or under separate written authorization from LEXI. If no such policy is published, you must obtain LEXI’s written authorization before conducting security testing.

If you conduct research in good-faith compliance with an applicable published policy or written authorization, LEXI will not pursue or support civil or criminal action against you for that authorized research. Testing that exceeds the authorized scope, accesses or exfiltrates data belonging to LEXI or a third party, degrades service, or involves social engineering of LEXI personnel or customers is not authorized. Report suspected vulnerabilities to [email protected].

9. Intellectual Property and Trademarks

The Website and its content, including text, graphics, photographs, videos, diagrams, software, interfaces, designs, documentation, logos, product names, trademarks, service marks, and other materials, are owned by or licensed to LEXI and are protected by intellectual-property and other laws. Except for the limited rights expressly granted in these Terms, no right, title, or interest is transferred to you.

LEXI, the LEXI logo, and other LEXI product and service names are trademarks or service marks of LEXI or its affiliates. Third-party names, marks, protocols, standards, products, and services referenced on the Website remain the property of their respective owners. A reference to a third party does not imply sponsorship, endorsement, certification, or affiliation unless expressly stated.

10. Copyright Complaints

LEXI respects intellectual-property rights. If you believe Website Content available on or through the Website infringes your copyright, send a written notice to [email protected] identifying the copyrighted work, the material you believe is infringing and its URL or other location, your contact information, and the basis for your claim.

LEXI will review good-faith notices and may remove or disable access to material as appropriate under applicable law. Notices that knowingly materially misrepresent infringement may create liability under applicable law.

11. Submissions, Inquiries, and Feedback

The Website may allow you to submit contact requests, business inquiries, documents, comments, or other information (“Submissions”). You represent that you have the right to provide your Submissions and that doing so does not violate any law or third-party right.

You grant LEXI a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to host, store, reproduce, adapt, and otherwise use your Submissions solely as reasonably necessary to respond to your request, evaluate a potential business relationship, provide requested information, operate and secure the Website, and otherwise as described in the Privacy Policy or an applicable Commercial Agreement.

Except where a Commercial Agreement, non-disclosure agreement, or other written confidentiality obligation between you and LEXI governs the information submitted, Submissions made through general Website forms are non-confidential as between you and LEXI, and no confidential, fiduciary, or other special relationship is created by making a Submission. Do not submit confidential, proprietary, export-controlled, personal, or other sensitive information through a general Website form unless LEXI has specifically requested it or you are using an approved secure channel. Nothing in this Section authorizes LEXI to use a Submission to train or fine-tune an artificial-intelligence model except as expressly described in the Privacy Policy or separately agreed in writing.

If you voluntarily provide ideas, suggestions, recommendations, or other feedback about LEXI or LEXI Offerings (“Feedback”), you grant LEXI a worldwide, perpetual, irrevocable, royalty-free, transferable and sublicensable right to use, reproduce, modify, commercialize, and otherwise exploit that Feedback without restriction or compensation, provided that this license does not give LEXI ownership of your pre-existing confidential information or intellectual property.

12. Third-Party Websites, Services, Standards, and Integrations

The Website may reference or link to third-party websites, products, services, standards bodies, protocols, platforms, software, applications, or integrations. LEXI does not control and is not responsible for third-party content, availability, security, privacy practices, terms, or performance. Your use of a third-party service is governed by the third party’s terms and policies.

Descriptions of interoperability, compatibility, integrations, protocols, standards, certifications, or third-party products are informational and may depend on configuration, version, deployment conditions, third-party changes, licensing, network availability, or other factors. Confirm current requirements with LEXI before relying on a compatibility statement for procurement or deployment.

13. Website Information; Product and Performance Statements

LEXI strives to keep Website information accurate and useful, but Website Content may contain errors, omissions, estimates, forward-looking statements, or information that becomes outdated. Product images, diagrams, specifications, features, availability, performance ranges, implementation examples, savings, energy outcomes, environmental outcomes, and other statements may be illustrative or dependent on site-specific conditions.

Unless expressly included in a Commercial Agreement, Website Content does not constitute a warranty, service-level commitment, performance guarantee, engineering specification, certification, or binding offer. LEXI may correct or update Website Content without notice.

14. Investor Information; Forward-Looking Statements

Any investor-relations content on the Website is provided for general informational purposes as of the date published. LEXI undertakes no obligation to update it. Website Content is not incorporated by reference into, and does not form part of, any filing, offering document, or disclosure made by LEXI unless LEXI expressly states otherwise.

Website Content may contain forward-looking statements regarding LEXI’s business, products, roadmap, markets, financial performance, or strategy. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Do not place undue reliance on them.

Nothing on the Website constitutes an offer to sell, or a solicitation of an offer to buy, any security, nor does it constitute investment, tax, accounting, or legal advice.

15. Building, Energy, AI, and Operational Information

Website Content concerning building automation, energy management, HVAC, lighting, occupancy, environmental conditions, equipment monitoring, artificial intelligence, edge computing, security, resilience, sustainability, reporting, or regulatory programs is provided for general information and product evaluation. It is not legal, engineering, architectural, commissioning, cybersecurity, safety, environmental, financial, or regulatory advice.

Do not rely on Website Content as the sole basis for life-safety functions, emergency response, code compliance, regulatory compliance, equipment protection, or other safety-critical or mission-critical decisions. Deployment and operation of LEXI Offerings should follow the applicable Commercial Agreement, product documentation, site requirements, professional judgment, and applicable laws, codes, standards, and manufacturer instructions.

16. Accounts and Security

If the Website provides access to an account, portal, protected resource, or other authenticated area, you are responsible for maintaining the confidentiality of your credentials, using appropriate security controls, and promptly notifying LEXI of suspected unauthorized access. You may not share credentials except as expressly authorized for your organization or under the applicable Commercial Agreement. You are responsible for activity occurring under your credentials.

Access to LEXI cloud services, applications, administrative portals, installer tools, or customer environments may be governed by separate Commercial Agreements, policies, or product terms. Those terms control in the event of a conflict.

17. Suspension and Termination of Access

LEXI may suspend, restrict, condition, or terminate your access to all or any part of the Website at any time, with or without notice, including where LEXI reasonably believes that you have breached these Terms, that your use presents a security, legal, or operational risk, or that suspension is necessary to protect the Website, other users, or third parties. LEXI may also block IP addresses, user agents, or automated clients.

Termination of your access does not limit any other remedy available to LEXI. Sections 5 (second and third paragraphs), 6, 7, 9, 10, 11, 12, 13, 14, 15, 18, 20, 21, 22, 23, 24, 25, 26, 29, and 31 survive termination, along with any other provision that by its nature should survive. Suspension or termination of Website access does not by itself affect rights or obligations under a Commercial Agreement.

18. Privacy

LEXI’s Privacy Policy describes how LEXI collects, uses, discloses, and protects personal information in connection with the Website and other covered interactions. The Privacy Policy is available through the Website and is incorporated into these Terms by reference. Where required by applicable law, LEXI provides a notice at collection and a mechanism to exercise privacy rights, including any applicable right to opt out of the sale or sharing of personal information, through the links provided in the Website footer.

Additional privacy, data-protection, security, or data-processing terms may apply to customer deployments and are governed by the applicable Commercial Agreement or data processing agreement.

19. Accessibility

LEXI is committed to providing reasonable access to Website information and functionality. If you encounter an accessibility barrier or need Website Content in an alternative format, contact [email protected] and LEXI will work with you to provide the information or functionality through a reasonable alternative means.

20. Export Controls and Sanctions

You may not use, export, re-export, transfer, or access the Website or Website Content in violation of applicable U.S. export-control, sanctions, anti-boycott, or trade laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and that you are not identified on any restricted-party list maintained by the U.S. government or another applicable authority. Additional export-control terms may apply to LEXI Offerings under a Commercial Agreement.

21. Disclaimer of Warranties

22. Limitation of Liability

Some jurisdictions do not allow certain warranty exclusions or liability limitations, so some of the foregoing may not apply to you. In those jurisdictions, the exclusions and limitations apply to the fullest extent permitted by law.

23. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify, and hold harmless the LEXI Parties from third-party claims, damages, losses, liabilities, costs, and reasonable attorneys’ fees arising out of or relating to your unlawful or unauthorized use of the Website, your material breach of these Terms, your Submissions, or your infringement or misappropriation of a third party’s rights.

LEXI will provide you with prompt written notice of any claim for which it seeks indemnification, although a failure to give prompt notice relieves you of your obligations only to the extent you are materially prejudiced. LEXI may participate in the defense with counsel of its own choosing at its own expense and, upon written notice, may assume exclusive control of the defense where reasonably necessary to protect a LEXI Party’s interests. If LEXI assumes the defense at your expense, it will act reasonably in managing defense costs and settlement. LEXI will not settle a claim in a manner that imposes a material non-monetary obligation on you or includes an admission of wrongdoing by you without your consent, not to be unreasonably withheld or delayed. You may not settle any claim in a manner that imposes any obligation or liability on, admits fault by, or requires any act or forbearance from a LEXI Party without LEXI’s prior written consent, not to be unreasonably withheld or delayed.

This Section does not apply to the extent a claim results from a LEXI Party’s gross negligence or willful misconduct, or to the extent prohibited by law. Indemnification obligations relating to LEXI Offerings are governed by the applicable Commercial Agreement.

24. Time Limit for Claims

To the extent permitted by applicable law, any claim arising out of or relating to the Website or these Terms must be commenced within one (1) year after the claim accrues, or it is permanently barred. This Section does not apply where a shorter or longer period is required by law, and does not apply to claims arising under a Commercial Agreement.

25. Dispute Resolution; Arbitration; Class-Action Waiver

25.1 Informal Dispute Resolution — Condition Precedent

Before initiating arbitration, the party asserting a dispute must provide the other party a written Notice of Dispute. Completion of the process in this Section 25.1 is a condition precedent to commencing arbitration, and either party may seek to enjoin or dismiss an arbitration filed before that process is complete.

A Notice of Dispute must be individualized. It must describe the nature and basis of that specific claimant’s claim, describe the specific injury that claimant alleges, state the specific relief that claimant seeks, and include that claimant’s name, address, email address, and the identity of any organization on whose behalf the claim is asserted. A Notice of Dispute asserted by an individual must be personally signed by that individual; a notice signed only by counsel, or a notice submitted as part of a group of substantially identical notices, does not satisfy this Section.

Notices to LEXI may be sent by email to [email protected] or by mail to the LEXI Notice Address listed in Section 32, Attention: Legal Department. LEXI will send notices to the email or mailing address you have provided. The parties will attempt in good faith to resolve the dispute for at least forty-five (45) days after receipt of the notice before commencing arbitration, unless a shorter period is required to preserve a claim or obtain emergency relief. Either party may request an individualized telephone or videoconference settlement conference during that period, and both parties will participate in good faith. Any applicable limitations period, including the period in Section 24, is tolled while this process is pending.

25.2 Agreement to Arbitrate; Delegation

Except as provided in Section 25.3, any dispute, claim, or controversy arising out of or relating to the Website, these Terms, or the formation, interpretation, applicability, enforceability, scope, or breach of these Terms (a “Dispute”) will be resolved by final and binding arbitration administered by JAMS under its applicable arbitration rules in effect when the arbitration is filed. If JAMS Consumer Arbitration Minimum Standards apply, those standards will control to the extent required. For coordinated filings that qualify as a mass arbitration under JAMS procedures, the JAMS Mass Arbitration Procedures and Guidelines will apply to the extent applicable.

The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. The parties agree that the arbitrator, and not any court, has exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, scope, or formation of this arbitration agreement, including any claim that it is void or voidable. This delegation does not extend to the enforceability of the class-action waiver in Section 25.4, which is reserved for a court of competent jurisdiction, and does not extend to any dispute concerning the exceptions in Section 25.3.

The arbitration will be conducted by a single arbitrator selected in accordance with the applicable JAMS rules. The arbitrator may award any individual remedy available in court, subject to these Terms and applicable law, and will issue a written award stating the essential findings and conclusions on which the award is based. Except as necessary to enforce or challenge an award, to seek relief permitted under Section 25.3, or as required by law, the parties will keep the existence, content, and result of the arbitration confidential.

For a commercial Dispute that is not subject to consumer arbitration requirements, the seat of arbitration will be San Francisco County, California; proceedings may be conducted remotely when appropriate; and each party will bear its own attorneys’ fees and an equal share of the arbitrator’s fees and administrative costs, except that the arbitrator may reallocate fees and costs where authorized by applicable law or where a claim or defense is found to be frivolous or brought for an improper purpose. For a consumer Dispute, hearing location and fees will be determined in accordance with applicable law and the JAMS Consumer Arbitration Minimum Standards.

25.3 Exceptions

Either party may bring an individual claim in small-claims court if it qualifies. Either party may seek temporary, preliminary, or other equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, security, or systems pending final resolution. Nothing in these Terms prevents you from reporting a matter to a governmental or regulatory authority. Nothing in this Section waives any right to seek public injunctive relief where a waiver would be prohibited by applicable law.

25.4 Individual Proceedings and Class-Action Waiver

Unless the parties agree otherwise or applicable JAMS mass-arbitration procedures permit coordinated administration, the arbitrator may not consolidate the claims of more than one person or organization. If this waiver is unenforceable as to a particular claim or remedy, that claim or remedy will be severed and decided by a court after all arbitrable matters are resolved, to the extent permitted by law.

25.5 Jury-Trial Waiver

If a Dispute proceeds in court rather than arbitration, you and LEXI waive any right to a jury trial to the fullest extent permitted by law.

25.6 Arbitration Opt-Out

You may opt out of this arbitration agreement by sending written notice within thirty (30) days after the date you first complete an affirmative acceptance action under Section 2. If you accept these Terms more than once, the thirty-day period runs from your first such acceptance.

Your notice must include your name, organization (if applicable), email address, mailing address, and a clear statement that you are opting out of arbitration under the LEXI Website Terms and Conditions. Send the notice to [email protected] with the subject “Arbitration Opt-Out” or mail it to the LEXI Notice Address listed in Section 32, Attention: Legal Department – Arbitration Opt-Out. LEXI will acknowledge receipt. Opting out has no other effect on these Terms and will not be held against you in any way. An opt-out applies only to this Website arbitration agreement and does not change any arbitration provision in a separate Commercial Agreement.

25.7 Changes to this Section

LEXI will provide at least sixty (60) days’ advance notice before a material change to this Section becomes effective for users already bound by these Terms. A material change applies prospectively and does not apply to a Dispute that arose before its effective date. You may reject a material change to this Section by sending written notice to [email protected] before the change becomes effective or within thirty (30) days after LEXI provides notice of the change, whichever is later. If you timely reject the change, the version of this Section in effect immediately before the change will continue to govern Disputes between you and LEXI arising from Website use, unless you and LEXI later agree otherwise in writing. Rejecting a change to this Section has no other effect on these Terms.

26. Governing Law and Courts

Except to the extent governed by the Federal Arbitration Act or preempted by other applicable law, these Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. For any matter permitted to proceed in court, the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California, except where applicable law requires otherwise. If you are a consumer resident in a jurisdiction whose law affords you protections that cannot be waived by agreement, nothing in this Section deprives you of those protections or of the right to bring proceedings in the courts of your place of residence where that right is mandatory. A Commercial Agreement may specify different governing law, venue, or dispute procedures for matters covered by that agreement.

27. International Use

The Website may be accessible from locations outside the United States. LEXI makes no representation that Website Content or LEXI Offerings are available, lawful, certified, or appropriate in every jurisdiction. You are responsible for complying with local laws applicable to your access and use. Availability of products, services, features, certifications, data-hosting options, support, and integrations may vary by region and is subject to the applicable Commercial Agreement.

These Terms do not limit any mandatory consumer-protection or statutory rights available to you under the law of your country of residence.

28. Electronic Communications; Email

When you communicate with LEXI electronically, submit a Website form, or request information, you consent to receive responsive communications electronically, and you agree that electronic communications, agreements, and records satisfy any legal requirement that such communications be in writing. Marketing communications are subject to applicable law and any choices or consents you provide, and every marketing email will include an unsubscribe mechanism. You may not be able to opt out of transactional or relationship communications that are necessary to respond to your request or administer an existing business relationship.

29. Notices

LEXI may provide notices to you by posting on the Website, by email to an address you have provided, or by any other reasonable method. Notices posted on the Website are effective when posted; notices sent by email are effective when sent. It is your responsibility to keep any email address you provide current.

Except where Section 25 specifies otherwise, notices to LEXI must be sent in writing to the LEXI Notice Address listed in Section 32, Attention: Legal Department, with a copy to [email protected], and are effective upon receipt.

30. California Consumer Notice

Under California Civil Code section 1789.3, California residents are entitled to the following notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

31. General

31.1 Severability

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect.

31.2 Waiver

LEXI’s failure to enforce a provision is not a waiver of that provision or of any other provision. A waiver is effective only if in writing and signed by an authorized representative.

31.3 Assignment

You may not assign these Terms without LEXI’s prior written consent, except in connection with a permitted assignment of an applicable Commercial Agreement. LEXI may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.

31.4 Survival

Provisions that by their nature should survive termination or expiration will survive, as described in Section 17.

31.5 Entire Agreement

These Terms, together with the Privacy Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and LEXI regarding the Website and supersede all prior or contemporaneous understandings on that subject. This Section does not limit or supersede any Commercial Agreement, which controls as provided in Section 1.

31.6 Third-Party Beneficiaries

The LEXI Parties other than Lexi Devices, Inc. are express third-party beneficiaries of Sections 21, 22, 23, 24, and 25 and may enforce those Sections directly. Except as stated in this Section, these Terms do not create any third-party beneficiary rights.

31.7 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and LEXI. Neither party has authority to bind the other.

31.8 Controlling Language

These Terms are drafted in English. If LEXI provides a translation, the English version controls in the event of a conflict, except where applicable law requires otherwise.

31.9 Headings

Headings are for convenience only and do not affect interpretation.

31.10 Force Majeure

LEXI is not liable for any failure or delay in making the Website available resulting from causes beyond its reasonable control.

32. Contact

Questions about these Terms may be sent to: