Terms of Service

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Effective Date: Phase-0 (pre-launch); commercial activity has not commenced.

These Terms of Service ("Terms") form a binding agreement between Ellis Intelligence LLC, a Colorado limited liability company doing business as Peony & Lace ("Peony & Lace", "we", "us"), and the customer subscribing to or using the Service ("Customer", "you").

The Service is for use by businesses — including professional wedding planners operating as a business. The Service is not for use by consumers.

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1. The Service

1.1 Peony & Lace is a software-as-a-service application for boutique wedding planners. The Service helps the Planner organize weddings, generate AI-assisted venue and vendor research, prepare vendor outreach, track timelines and budgets, and provide couples with branded planning portals.

1.2 Tier-specific features and limits (including any request-volume or usage bands) are described at peonyandlace.com/pricing. Tier names, and the figures behind them, live on that page and are never restated in these Terms. The Service is offered in two subscription tiers (Solo, Studio) with white-label rights on Studio tier only. Figures live at peonyandlace.com/pricing and are never restated here.

1.3 Business Use Only. The Service is intended for use by businesses for business purposes.

1.4 Peony & Lace Is Software, Not a Wedding Vendor or Booking Agent. Peony & Lace is a software vendor providing planning, research-assistance, and portal tooling for wedding planners. Peony & Lace does not: - Book, contract with, or make commitments to any wedding venue or vendor on your behalf - Guarantee venue availability, vendor pricing, or vendor business status - Provide legal, insurance, or financial advice - Act as your agent before any venue, vendor, or other third party

You remain responsible for confirming all wedding-day arrangements directly with vendors. See the standalone Acceptable Use Policy at peonyandlace.com/acceptable-use for the full framing.

1.5 Outputs Are Research Assistance, Not Verified Fact. AI-generated content — venue dossiers, vendor profiles, outreach drafts, timeline suggestions — is research output produced from the information you and your couples provide, and may contain inaccuracies, outdated information (especially regarding venue availability, vendor pricing, or vendor business status), or fabricated details. You will independently verify AI-generated content before relying on it for any wedding decision or vendor commitment. Venue inventory monitoring is best-effort and not a binding inventory representation.

1.6 No Affiliation With Any Venue, Vendor, or Government Agency. Peony & Lace is not affiliated with, endorsed by, sponsored by, or acting on behalf of any wedding venue, vendor, or government agency. Peony & Lace does not predict, forecast, or represent how any venue, vendor, or government agency will act on any booking, inquiry, or outreach made through the Service, and Peony & Lace does not act, and is not authorized to act, on behalf of any venue, vendor, or government agency in any capacity. Using Peony & Lace does not create any government-recognized status or vendor-endorsed status. Peony & Lace's marketing pages and app UI render as plain text/typography only — no seal, badge, ribbon, watermark, or certificate-style graphic, or other supportive-looking insignia — so no surface visually or verbally suggests such affiliation, endorsement, sponsorship, or action on any venue's, vendor's, or government agency's behalf.

1.7 Non-party end users. The Couples have a primary relationship with the Planner; Peony & Lace's relationship with Couples is solely through the portals Planner provisions. Peony & Lace will assist Planner in responding to Couples' Data-Subject Rights requests per §4.

2. Account

2.1 Account creation requires an authorized representative of the Customer entity.

2.2 Each seat is for a single named individual. Seat-sharing is prohibited.

3. Subscriptions, Pricing, Billing

3.1 Solo and Studio are subscriptions billed via Stripe; figures live at peonyandlace.com/pricing.

3.2 Pricing at peonyandlace.com/pricing. 30-day notice for material changes.

3.3 Billing via Stripe.

3.5 Refunds. Monthly fees are non-refundable for the current period except pro rata on our material breach or on discontinuation under §10.

3.6 No Service-Level Credits or Refunds. The Service carries no uptime or response-time commitment. No service credit, fee credit, refund, or other remedy arises from any delay, outage, missed response target, or unmet support expectation. The §12.1 limited-warranty remedy and the §10.2 pro-rata refund on our own discontinuation remain the only remedies.

4. Customer Data; Planner-Per-Tenant Nested Tenancy

4.1 Ownership. As between us, you own all data you submit, upload, or generate through the Service ("Planner Data"), including wedding details, vendor information, vendor correspondence drafts, and budget data.

4.2 License to Us. You grant us a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, copy, and process Planner Data and Couple Data solely to provide the Service to you and your couples, to operate and improve the Service (in aggregated and de-identified form only), and to comply with law.

4.3 No Training / No Selling. We do not sell or share Customer Data, and we do not use it to train any model or to improve a Service used by other customers. See our Privacy Policy.

4.4 Planner-Per-Tenant Isolation; White-Label on Studio Tier. Each Planner account is one tenant; Couple and guest data nests under that Planner's tenant (Planner → Couple → guest). Row-level isolation enforces that no Planner can access another Planner's tenant. White-label rights are granted at Studio tier only (Solo-tier portals carry a discreet "powered by Peony & Lace" attribution); white-label rights do not include reselling Peony & Lace seats to other planners, sublicensing the Service, or removing our attribution from outbound transactional emails.

5. Acceptable Use

5.1 No reverse engineering, no scraping, no building a competing product from the Service, no resale.

5.2 No Auto-Send. The Service does not automatically send vendor outreach, automatically publish couple-facing AI-generated content, or otherwise transmit AI-generated output to a vendor, a couple, or any other third party without your own affirmative action, taken after the required review. You will not configure the Service or any integration with it to bypass that review step.

5.3 Vendor Outreach Conduct. You will not use the Service to send templated outreach at a volume designed to evade vendor spam filters or to misrepresent your identity. You will not represent to any vendor, venue, or couple that Peony & Lace is acting as your agent or has verified any vendor's pricing, availability, or business status.

6. AI Outputs, Accuracy, and Verification

6.1 Drafts and Research Only. AI-generated content — venue dossiers, vendor profiles, outreach drafts, timeline suggestions — is research output. It may contain inaccuracies, outdated information (especially regarding venue availability, vendor pricing, or vendor business status), or fabricated details.

6.2 Verification Required. You will independently verify AI-generated content before relying on it for any wedding decision or vendor commitment. Venue inventory monitoring is best-effort and not a binding inventory representation.

6.3 Couple-Facing Outputs. Content shared with couples through portals must be reviewed by you before display where the AI output represents factual content (venue status, vendor pricing, availability).

6.4 No Auto-Send. The Service does not automatically send vendor outreach, automatically publish couple-facing AI-generated content, or otherwise transmit AI-generated output to a vendor, a couple, or any other third party without your own affirmative action, taken after the review required by §6.2 and §6.3. You will not configure the Service or any integration with it to bypass that review step. This human-review rail is a core safety property of the Service.

7. White-Label and Branding (Studio Tier)

7.1 Studio Tier Rights. On Studio tier, you may operate planner-branded couple portals with your logo, color palette, and domain. The "powered by Peony & Lace" footer may be suppressed on Studio annual prepay accounts.

7.2 Solo Tier. On Solo tier, couple portals display the Peony & Lace mark with a discreet "powered by Peony & Lace" footer.

7.3 Limits. White-label rights do not include rights to: resell Peony & Lace seats to other planners; sublicense the Service; remove our attribution from outbound transactional emails (we may include a "via Peony & Lace" technical sender note in headers per anti-abuse practice).

8. Intellectual Property

8.1 Service IP. We own the Service. No rights granted except as expressly set forth in these Terms.

8.2 Feedback. Standard perpetual-license grant on feedback.

8.3 Customer References. We may identify you as a customer (name, logo) on the customers page unless you opt out.

8.4 IP & Assignment Rider. An IP & Assignment Rider addressing ownership and assignment of intellectual property is incorporated by reference into these Terms and controls over this §8 and over §15.4 on the subjects within its scope.

8.5 Present assignment of Derivative IP. To the extent any Derivative IP would otherwise vest in Customer — by operation of law, under any work-made-for-hire or commissioned-work doctrine, because Customer's use, Inputs, or Feedback contributed to it, or on any other basis — Customer hereby irrevocably and presently assigns to Company all right, title, and interest in and to that Derivative IP, effective automatically upon its creation and without further action or consideration.

9. Privacy and Data Processing

9.1 Privacy Policy at peonyandlace.com/privacy. We are the controller for marketing-site visitors and Customer account/billing contacts, and the processor for the compliance data you place under your tenant. Where the Data Processing Addendum and these Terms conflict as to the processing of Customer Data, the DPA controls; this Privacy Policy is a notice, not a contracting instrument.

10. Suspension and Termination

10.1 By You. Cancel anytime; effective at the end of the paid monthly period. 10.2 By Us. Material breach, violation of §5 (Acceptable Use), or non-payment. 30 days' notice with pro rata refund for any discontinuation we initiate, paid within 30 days after the effective date of termination. 10.3 Effect. Customer Data deleted within 30 days of termination unless retention is required by law or export is requested. 10.4 Survival. Sections 4 (data), 6 (outputs/disclaimers), 8 (IP), 11 (Confidentiality), 12 (Warranties), 13 (Liability), 14 (Indemnification), 15 (General) survive.

11. Confidentiality

Treat all Customer Data as confidential information; standard confidentiality commitments; 5-year survival; trade-secret indefinite.

12. Warranties and Disclaimers

12.1 Limited Warranty. The Service performs substantially per documentation. Exclusive remedy: repair or pro rata refund.

12.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN §12.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, AND ANY WARRANTY ABOUT VENUE AVAILABILITY, VENDOR PRICING, OR VENDOR BUSINESS STATUS.

12.3 Wedding-Day Disclaimer. The Service is a planning tool. We do not warrant any wedding-day outcome. You remain responsible for confirming all wedding-day arrangements directly with vendors.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, OR ANY DAMAGES ARISING FROM A FAILED CONTRACT, DISQUALIFIED BID, REGULATORY ACTION, OR FCA PROCEEDING, EVEN IF ADVISED.

13.2 OUR TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES YOU PAID US IN THE TWELVE MONTHS PRECEDING THE CLAIM.

13.3 No Liability for Vendor, Venue, or Regulatory Outcomes. We are not liable for: any vendor's or venue's decision, pricing, availability, or business status; any allegation that a Service output misled a vendor, venue, couple, or any other party; any finding, inquiry, investigation, or enforcement action by any regulatory, administrative, or enforcement body of any kind; or any allegation arising from your representation to any party about our role. This carve-out is stated as broadly as possible and applies uniformly regardless of the specific statute, regulation, or regulatory or enforcement body involved; a party asserting that this carve-out does not apply to a particular claim, statute, or regulatory or enforcement body bears the burden of establishing that, rather than us bearing the burden of having disclaimed each one individually.

14. Indemnification

14.1 Stated in the contract you execute. Both indemnities — ours for IP infringement and yours — are stated in full on the face of §1 (Indemnification) of the Peony & Lace Order Form Face Terms, together with the claim procedure. That §1 is the indemnification block carried on the face of the click-signed Order Form you accept, rendered above the agree control. Those provisions govern; this §14 is a cross-reference and does not restate them.

14.2 No separate indemnity. These Terms state no indemnification obligation separate from, additional to, or narrower than SOW §1, and nothing in these Terms enlarges or limits it. Where these Terms refer to the §14 indemnity (§10.4 survival), the reference is to SOW §1.

15. General Provisions

15.1 Governing Law. Colorado. The United Nations Convention on Contracts for the International Sale of Goods ("CISG") does not apply. 15.2 Disputes. Binding arbitration via JAMS in Boulder County, CO. Each party waives any right to a jury trial and to participation in any class, collective, or representative proceeding. Either party may seek injunctive relief in court for §5, §6, §8, or §11 breaches. 15.3 Notices, Force Majeure, Entire Agreement, Modifications (30-day), Severability, No Waiver, Independent Contractors. Standard. Written notice under these Terms (email to the billing contact or in-product notice) is deemed given when sent or first displayed; any notice period runs from that date, and failure to read a notice does not extend it. 15.4 Assignment; Change of Control. You may not assign, delegate, or transfer these Terms, in whole or in part, whether by operation of law, merger, or change of control, without our prior written consent; any attempted assignment in violation of this sentence is void. We may, without your consent and without notice except as any applicable data-protection law requires, assign or transfer these Terms and all of our rights and obligations under them, in whole or in part, (a) to a successor or acquirer in connection with a merger, acquisition, or sale of substantially all of our business or assets, or (b) to an affiliate, subsidiary, or newly formed entity in connection with a corporate conversion, reorganization, or contribution or drop-down of assets undertaken to effect a sale, reorganization, or transfer of the specific business line or product to which these Terms relate. Upon such an assignment, all of our rights under these Terms pass to the assignee, the assignee assumes our obligations arising after the assignment, and your continued use of the Service constitutes acknowledgment of the assignee as "Peony & Lace" going forward. A change in our ownership, control, equity holders, or entity form is not a breach of, default under, or ground to terminate, suspend, renegotiate, or re-price these Terms, and does not trigger any right of termination, consent, first refusal, most-favored-nation, audit, or refund on your part. This §15.4 controls over any contrary term in a Customer purchase order or procurement addendum.

15.5 Regional and Supplemental Terms. No jurisdiction-specific supplemental term applies today. Where a supplemental jurisdiction-specific term applies, it controls over a conflicting general term of these Terms for that jurisdiction only.

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Contact

Peony & Lace — Ellis Intelligence LLC Email: legal@ellisintel.com Address: 1500 N Grant St, Ste N, Denver, CO 80203, USA

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Related: Privacy Policy · DPA · Acceptable Use. Peony & Lace is software, not a wedding-planning service.