Terms of Service

Effective date: April 2, 2025

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the LilyPad platform at lilypadlit.com (the "Service"), operated by LilyPad ("we," "us," or "our"). By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

If you are using the Service on behalf of a literary agency or other organization, you represent that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

2. Description of Service

LilyPad is a multi-tenant software-as-a-service (SaaS) platform designed for literary agencies. The Service provides tools for managing author relationships, publishing deals, document workflows, e-signatures, financial tracking, and related agency operations.

We may offer different subscription tiers with varying features and capabilities. The features available to you depend on the subscription plan associated with your agency account.

3. Accounts and Registration

3.1 Agency Accounts

Each literary agency operates under a single agency account. The individual who registers the agency account is the initial administrator and is responsible for managing users, permissions, and billing information within that account.

3.2 User Accounts

Agency administrators may invite agents, external parties, and other staff members to the platform. Each user must have a unique email address. You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account.

3.3 Author Portal Accounts

Authors may be granted access to a read-only portal to view deal information, royalty statements, and documents related to their representation. Author portal access is managed by the agency and may be enabled or disabled at the agency's discretion.

3.4 Account Security

You must notify us immediately if you become aware of any unauthorized access to your account. We are not liable for any loss arising from unauthorized use of your credentials.

4. Subscriptions and Payment

4.1 Subscription Plans

Access to the Service requires an active subscription. Subscription plans, pricing, and included features are described on our website or communicated to you during onboarding. We reserve the right to modify subscription plans and pricing with at least 30 days' notice before changes take effect on your next billing cycle.

4.2 Billing

You agree to provide accurate billing information and to keep it current. Subscription fees are billed in advance on a recurring basis (monthly or annually, depending on your plan). All fees are quoted in US dollars unless otherwise stated.

4.3 Taxes

All fees are exclusive of applicable taxes. You are responsible for paying any taxes associated with your use of the Service, excluding taxes based on our net income.

4.4 Refunds

Subscription fees are non-refundable except where required by law or as otherwise stated in writing. If you cancel your subscription, you will retain access to the Service through the end of your current billing period.

4.5 Free Trials and Demo Accounts

We may offer free trials or demo accounts at our discretion. Demo accounts may contain sample data and may be periodically reset. At the end of a trial period, your account will be converted to a paid subscription or deactivated unless you choose not to continue.

5. Acceptable Use

You agree not to:

  • Use the Service for any unlawful purpose or in violation of any applicable law or regulation
  • Upload or transmit content that infringes any intellectual property rights of a third party
  • Attempt to gain unauthorized access to any part of the Service, other accounts, or connected systems
  • Interfere with or disrupt the integrity or performance of the Service
  • Reverse engineer, decompile, or disassemble any aspect of the Service
  • Use the Service to store or transmit malicious code, viruses, or harmful data
  • Resell, sublicense, or provide access to the Service to any third party without our prior written consent
  • Use automated scripts, bots, or scrapers to access the Service except through our documented APIs

We reserve the right to suspend or terminate your access if we reasonably determine that you have violated these Terms.

6. Your Content and Data

6.1 Ownership

You retain all rights to the data and content you upload to the Service ("Your Content"), including manuscripts, contracts, author information, financial records, and other materials. We do not claim ownership of Your Content.

6.2 License to Us

By uploading Your Content, you grant us a limited, non-exclusive, worldwide license to host, store, process, and display Your Content solely as necessary to provide and improve the Service. This license terminates when you delete Your Content or close your account.

6.3 Data Isolation

Each agency's data is logically isolated within the Service. Your data is not accessible to other agency accounts. We implement access controls to maintain this separation.

6.4 Backups and Export

While we take reasonable measures to protect your data, you are responsible for maintaining your own backups. We recommend regularly exporting critical data. We are not liable for any data loss.

7. Electronic Signatures

The Service includes electronic signature functionality. By using this feature, you acknowledge and agree that:

  • Electronic signatures created through the Service are intended to be legally binding, subject to applicable law
  • You are responsible for ensuring that the use of electronic signatures complies with the legal requirements of your jurisdiction
  • We maintain audit logs of signature events (including timestamps, IP addresses, and document hashes) for verification purposes
  • We do not provide legal advice regarding the enforceability of electronic signatures in any specific context

8. Third-Party Integrations

The Service integrates with third-party services including Google Workspace (Gmail, Drive), Microsoft 365 (Outlook, OneDrive), and others. Your use of these integrations is subject to the respective third party's terms of service and privacy policies. We are not responsible for the availability, accuracy, or practices of third-party services.

You may connect or disconnect third-party integrations at any time through your account settings. Disconnecting an integration may limit certain features of the Service.

If you have connected your Google account, you may also revoke LilyPad's access directly from your Google Account permissions page at any time, independent of the in-app disconnect option.

9. Intellectual Property

The Service, including its design, software, documentation, logos, and trademarks, is owned by LilyPad and protected by intellectual property laws. These Terms do not grant you any right to use our trademarks, branding, or other proprietary materials except as needed to use the Service.

10. Suspension and Termination

10.1 By You

You may cancel your subscription at any time by contacting us. Upon cancellation, your access continues through the end of your current billing period. After that, your account will be deactivated. You may request export of your data before deactivation.

10.2 By Us

We may suspend or terminate your access to the Service at any time if:

  • You breach these Terms
  • Your subscription payment fails and remains unresolved after reasonable notice
  • Your use of the Service poses a security risk or may harm other users
  • We are required to do so by law

Where possible, we will provide notice and an opportunity to remedy the issue before suspension. Suspension reasons will be communicated to the agency administrator.

10.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. We will retain your data for a reasonable period (not to exceed 90 days) to allow for export, after which it may be permanently deleted. Sections of these Terms that by their nature should survive (including limitations of liability, indemnification, and dispute resolution) will continue to apply.

11. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Service will be uninterrupted, error-free, or secure, or that any defects will be corrected. We do not warrant or guarantee any specific results from use of the Service. The Service is not a substitute for professional legal, financial, or tax advice.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LILYPAD, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, WHETHER BASED IN WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify and hold harmless LilyPad and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party rights; or (d) Your Content.

14. Privacy

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

15. Modifications to the Service

We may modify, update, or discontinue any part of the Service at any time. We will use reasonable efforts to notify you of material changes that affect your use of the Service. Continued use of the Service after changes are implemented constitutes acceptance of those changes.

16. Changes to These Terms

We may revise these Terms from time to time. When we make material changes, we will update the "Effective date" at the top of this page and notify you by email or through the Service at least 30 days before changes take effect. Your continued use of the Service after the updated Terms become effective constitutes acceptance of the revised Terms.

17. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the United States and the State of New York, without regard to conflict of law principles. Any dispute arising from these Terms or the Service shall be resolved in the state or federal courts located in New York, New York, and you consent to the personal jurisdiction of those courts.

18. General Provisions

  • Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and LilyPad regarding the Service.
  • Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
  • Waiver. Our failure to enforce any right or provision of these Terms does not constitute a waiver of that right or provision.
  • Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.
  • Force Majeure. We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet disruptions.

19. Contact Us

If you have questions about these Terms, contact us at:

Email: andrew@lilypadlit.com