Terms of Service

 

Effective: September 2023

Lumenci Inc. (“Lumenci”) provides full-service technology consulting firm that uses domain expertise and automation to create value from technical innovations, the website at https://www.lumenci.com/, and other related software, content, and services, including all versions and upgrades thereto (collectively, the “Services).  Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“TOS”). Lumenci may, at its discretion, update this TOS at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms of Service” link within the Services, or as otherwise made available by Lumenci.

These Lumenci Inc. (“Lumenci”) Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the Lumenci, Inc. (“Lumenci,” “we,” or “us”) website, applications, application plug-ins, and other services provided by us (collectively, the “Service”). Website visitors are referred to in these terms as “Site Visitors” and individuals or entities who use the Service or create an account (“Account”) and their Authorized Users are collectively referred to as “Customers”. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found in the Service. If you are a paid Customer (“Paid Customer”) and you or your organization are bound by an Enterprise Services Agreement with Lumenci (“Enterprise Terms”), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by those Enterprise Terms.

ACCEPTANCE OF TERMS

By using the Service, you as a Site Visitor or Customer accept and agree to follow and be bound by these Terms (whether on behalf of yourself or the legal entity you represent). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms, you are not authorized and must cease using the service immediately.

PLEASE REVIEW THIS TOS CAREFULLY. BY REGISTERING OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS TOS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES.

THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW TOS CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

ABOUT LUMENCI

Lumenci Inc. (“Lumenci”) Lumenci is a full-service technology consulting firm that uses domain expertise and automation to create value from technical innovations, the website at https://www.lumenci.com/, and other related software, content, and services, including all versions and upgrades thereto (collectively, the “Services).

You understand and agree that Lumenci is not a law firm or an attorney, may not perform services performed by an attorney, and is not the substitute for the advice or services of an attorney. Any information contained in the Service is not legal advice and is not guaranteed to be correct, complete, or up to date. No attorney-client relationship or privilege is created with Lumenci. If, prior to using the Service, you believe that Lumenci gave you any legal advice, opinion, or recommendation about your legal rights, remedies, defenses, options, selection of forms, or strategies, you will not proceed with the use of the Service. If you need legal advice for your specific problem, you should consult a licensed attorney in your area.

ELIGIBILITY

You agree that by using the Service, you are at least 18 years of age, and you are legally able to enter into a contract.

If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).


If Lumenci has previously prohibited you from accessing the Service, you are not permitted to access or use the Service.

Lumenci ACCOUNT

When you book a meeting to use or access certain portions of the Service, you must provide complete and accurate information as requested on the registration form, and you must maintain and update such information to keep it complete and accurate. You will also be asked to provide your name and email. You are entirely responsible for maintaining the confidentiality of your information and are responsible for all activities (whether by you or by others) that occur under your Account. You may not use a third party’s name or email at any time, and you will not allow anyone other than Authorized Users to access or use the Service from your Account. You agree to notify Lumenci immediately of any unauthorized use of your name, email and account. Lumenci shall not be liable for any losses you incur as a result of someone else’s use of your name or email, either with or without your knowledge. You may be held liable for any losses incurred by Lumenci, our affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else’s use of your name or email.

You will promptly notify Lumenci of any suspected violation of these Terms by an Authorized User and will cooperate with Lumenci to address the suspected violation. Lumenci may suspend or terminate any Authorized User’s access to the Service upon notice to you in the event that Lumenci reasonably determines that such Authorized User violated these Terms.

RIGHTS

The Service is owned and operated by Lumenci, Inc., and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. Except as otherwise expressly provided by Lumenci, none of the Service may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted, or distributed in any way, and nothing on the Service shall be construed to confer any license under any of Lumenci’s intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted in these following Terms are reserved by Lumenci.

  1. Grant: Subject to and conditioned on your compliance with this TOS, Lumenci hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services only for your internal business purposes and only as expressly permitted in this TOS. Each discrete Service agreement includes restrictions and requirements that outline the features that you will be able to access.

  2. Trademarks:  You may not use the Lumenci names, brands, trademarks, service marks, and logos that Lumenci makes available on the Services (“Marks”). Lumenci claims trademark protection over all such Marks, and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services.

  3. Copyright: The Service is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Service. You acknowledge that the Service contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Lumenci and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute the valuable intellectual property of Lumenci and such others.

    Lumenci respects copyright law and expects its Site Visitors and Customers to do the same. If you believe that any content or material on the Service infringes the copyright you own, please notify us by contacting us.

  4. Software: Any software available for downloading through the Service or third-party websites or applications (the “Software”) is the copyrighted work of Lumenci and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.

All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service, shall, as between you and Lumenci, at all times be and remain the sole and exclusive property of Lumenci.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-sublicensable, and non-assignable license to access and use the Service for your internal purposes and only as expressly permitted in these Terms. You shall not use or permit the use of the Service for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of Lumenci, you may not access or use the Service without Lumenci’s explicit, advance, written consent, and then only for the purposes authorized in writing. Except as otherwise restricted by these Terms, Lumenci grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Service provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for internal use or in accordance with any applicable Lumenci Terms; and (c) do not modify them in any way. Any violation by you of the license provisions contained in TOS may result in the immediate termination of your right to use the Service, as well as potential liability for copyright infringement or other claims, depending on the circumstances.

RESPONSIBILITY FOR CONTENT

USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

  1. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags, and other materials accessible through the Services, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you, and not Lumenci, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Services (“Your Content”), and other users of the Services, and not Lumenci, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Services (“User Content”).

  2. To the extent that you submit any Content, you represent and warrant that: (i) you have all necessary rights and authority to grant the rights set forth in this TOS with respect to Your Content; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.

If, at our request, you send certain specific submissions or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

We may, but have no obligation to, monitor, edit, or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms.

You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality, or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive, or obscene material or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third party.

USE RESTRICTIONS

By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

  • Is illegal or violates any federal, state, or local law or regulation.

  • Advocates illegal activity or discusses illegal activities with the intent to commit them.

  • Violates any third-party right, including, but not limited to, the right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights.

  • Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit, pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable.

  • Interferes with any other party’s use and enjoyment of the Service.

  • Attempts to impersonate another person or entity.

  • Is commercial in a way that violates these Terms, including but not limited to using the Service for spam, surveys, contests, pyramid schemes, or other advertising materials.

  • Falsely states, misrepresents, or conceals your affiliation with another person or entity.

  • Accesses or uses the Account of another Customer or Paid Customer without permission.

  • Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software hardware or electronic communications equipment.

  • Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service, the servers or networks connected to the Service, or any of the Service.

  • “Hacks” or accesses without permission our proprietary or confidential records, those of another Customer, Paid Customer, or Site Visitor, or those of anyone else.

  • Improperly solicit personal or sensitive information from other Customers, Paid Customers, or Site Visitors, including without limitation address, credit card or financial account information, or passwords.

  • Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent.

  • Removes, circumvents, disables, damages, or otherwise interferes with security-related features or features that enforce limitations on the use of the Service.

  • Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Service, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example, by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information.

  • Modifies, copies, scrapes, or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Service.

  • Uses the Service for benchmarking or to compile information for a product or service.

  • Downloads (other than through page caching necessary for personal use or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Service, by any means except as provided for in these Terms or with the prior written consent of Lumenci; or

  • Attempts to do any of the foregoing.

In addition, you shall not, and shall not permit others to, do the following with respect to the Service:

  • Use the Service or allow access to it in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms or any applicable Enterprise Terms.

  • License, sub-license, sell, re-sell, rent, lease, transfer, distribute timeshare, or otherwise make any portion of the Service available for access by third parties except as otherwise expressly provided in these Terms.

  • Access or use the Service for the purpose of:

    • developing or operating products or services intended to be offered to third parties in competition with Lumenci or

    • allowing access to your Account by a direct competitor of Lumenci or

  • Frame the Service, place pop-up windows over its pages, or otherwise affect the display of its pages.

You acknowledge that we have no obligation to monitor your – or anyone else’s – access to or use of the Service for violations of these Terms or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency, or other governmental body.

OTHER AGREEMENTS

  1. ​In addition to the TOS, your access to and use of the Service is subject to the Lumenci Privacy Policy located at [https://www.Lumenci.com/privacy-policy] (“Privacy Policy”), the terms contained in an enterprise agreement between Lumenci and your employer (an “Enterprise Agreement”), and any usage or other policies relating to the Service posted or otherwise made available to you by Lumenci (collectively, “Additional Terms”). The Additional Terms are part of the TOS and are hereby incorporated by reference, and you agree to be bound by the Additional Terms. If your use of the Service is subject to an Enterprise Agreement, the Enterprise Agreement shall govern over any inconsistent terms in the TOS.

  2. You acknowledge and agree that by accessing or using the Services, Lumenci may receive certain information about you, including personal data, as set forth in the Privacy Policy, and Lumenci may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.

PROPRIETARY RIGHTS

  1. Lumenci does not claim ownership of Your Content. However, you grant Lumenci and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Services to you and other users; and (ii) monitor and improve the Services. To the extent you have made Your Content accessible to others within your organization through the Services, you acknowledge and agree that Lumenci may continue to make Your Content accessible to others within your organization through the Services even after you have deleted your user account or the applicable portion of Your Content from your user account.

  2. The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Lumenci retains and reserves all rights not expressly granted in this TOS. You acknowledge and agree that, as between you and Lumenci, Lumenci and its licensors own all rights, titles, and interests (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by U.S. and international copyright and other intellectual property laws and treaties. Lumenci reserves all rights not expressly granted to you in this TOS.

  3. You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify Lumenci immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for three months or longer, Lumenci reserves the right to suspend or terminate your account, with or without notice to you, and delete your content without liability.

CUSTOMER DATA

You are responsible for the data and information that you or your Authorized Users input or upload into the Service (“Customer Data”). You are further responsible for obtaining any necessary rights and licenses for the use of the Customer Data by you and Lumenci as contemplated in these Terms. You agree that you have the legal right and authority to access, use, and disclose to Lumenci any Customer Data. You authorize Lumenci to access, process and use Customer Data as necessary to perform and fulfill its obligations hereunder, including to provide the Service to you. You and your Authorized Users acknowledge that Lumenci may process Customer Data in accordance with the Lumenci Privacy Policy.

CUSTOMER WARRANTIES

You hereby represent and warrant to Lumenci that: (a) you have all requisite rights and authority to use the Service under these Terms and to grant all applicable rights herein; (b) you are responsible for all use of the Service associated with its Account; (c) you are solely responsible for maintaining the confidentiality of its Account names and password(s); (d) you agree to immediately notify Lumenci of any unauthorized use of your Account of which you becomes aware; (e) you agree that Lumenci will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without your knowledge and consent; (f) you will use the Service for lawful purposes only and subject to these Terms; (g) any information you submit to Lumenci is true, accurate, and correct; and (h) you will not attempt to gain unauthorized access to the System or the Service, other Accounts, computer systems, or networks under the control or responsibility of Lumenci through hacking, cracking, password mining, or any other unauthorized means.

MODIFICATION OF THE SERVICE

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice. We shall not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service.

TERM, SUSPENSION AND TERMINATION

  1. Lumenci may, in its sole discretion and without prior notice, terminate Your access to the Website and block your future access to the Website if:

    • Lumenci determines that You breach any of the terms set out in these Terms of Service, the Privacy Policy, or any Additional Terms (or have acted in a manner that shows that You do not intend to, or are unable to, comply with the same).

    • If Lumenci is unable to verify or authenticate any information You provide or

    • If Lumenci determines that Your actions may cause legal liability for You, other users, or Lumenci.

  2. These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

  3. Lumenci may suspend any use of the Services, remove any Content, or disable or terminate any account or authorized user that Lumenci has good faith believes violates this TOS. Lumenci will use commercially reasonable efforts to notify you prior to any such suspension or disablement unless Lumenci reasonably believes that (i) it is prohibited from doing so under applicable law or under legal processes, such as court or government administrative agency processes, orders, mandates, and the like; or (ii) it is necessary to delay notice in order to prevent imminent harm to the Services or a third party.

  4. Lumenci reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Lumenci shall not be liable to you or any third party for any such modification or discontinuance.

  5. Upon termination of this TOS for any reason:

    • You will pay to Lumenci any amounts that have accrued before and remain unpaid as of the date of the termination or expiration, including those for the billing cycle in which termination occurs.

    • Lumenci, in its sole discretion, may remove and discard Your Content and information.

    • you will immediately cease your use of the Services and

    • any provision that, by its terms, is intended to survive the expiration or termination of this TOS shall survive such expiration or termination.  

Further, you agree that Lumenci shall not be liable to you or any third party for any termination of your account or access to the Services. 

THIRD-PARTY CONTENT

We may provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. Lumenci IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SERVICE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of third parties found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party or partner. You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such partners or links to third-party websites or resources on the Service.

WARRANTIES AND DISCLAIMERS

THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THESE TERMS.

  • NOTHING IN THESE TERMS OF USE EXCLUDES OR LIMITS LUMENCI’S LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.

  • THE WEBSITE AND ALL MATERIALS ARE PROVIDED BY LUMENCI WITH REASONABLE SKILL AND CARE BUT ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES AS TO NON-INFRINGEMENT, CORRESPONDENCE WITH DESCRIPTION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

  • WITHOUT LIMITING THE GENERALILITY OF SECTION ABOVE, LUMENCI MAKES NO WARRANTY THAT (I) THE WEBSITE   OR ANY MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE WEBSITE, OR ACCESS TO THE MATERIALS, WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE (II) THE QUALITY OF THE WEBSITE OR THE MATERIALS WILL MEET YOUR EXPECTATIONS.

  • SUBJECT TO THE SECTION ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMENCI SHALL NOT BE LIABLE FOR:

    • ANY LOSS THAT YOU MAY INCUR AS A CONSEQUENCE OF UNAUTHORIZED USE OF YOUR ACCOUNT OR ACCOUNT INFORMATION.

    • ANY INTERRUPTION OR NON-AVAILABILITY OF THE WEBSITE DURING PERIODIC MAINTENANCE OR FOR ANY OTHER REASON.

    • ANY INACCURACY, ERROR, OMISSION, INTERRUPTION, COMPLETENESS, DELETION, DEFECT, FAILURE OF PERFORMANCE, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, ALTERATION OF, OR ANY USE OF CONTENT HEREIN, REGARDLESS OF CAUSE, FOR ANY DAMAGES RESULTING THERE FROM; OR

    • ANY LOSS OF PROFITS, SALES, BUSINESS OR REVENUE; BUSINESS INTERRUPTION; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OPPORTUNITY, GOODWILL, OR REPUTATION; OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER ARISING.

  • ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION.

  • THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS, AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW THAT MAY NOT BE WAIVED OR DISCLAIMED.  ANY SUCH WARRANTY EXTENDS ONLY THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

  • CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE FOREGOING DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, LUMENCI, ITS AFFILIATES, ITS SUBSIDIARIES, AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM YOUR USE OF THE SERVICE, THIS AGREEMENT, OR ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF LUMENCI HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT LUMENCI IS LIABLE TO YOU EXCEED THE GREATER OF (I) $100.00 OR (II) THE AMOUNTS PAID BY YOU TO LUMENCI IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF LUMENCI FOR (1) DEATH, TANGIBLE PROPERTY DAMAGE, OR PERSONAL INJURY CAUSED BY LUMENCI’S GROSS NEGLIGENCE OR FOR (2) ANY INJURY CAUSED BY LUMENCI’S FRAUD OR FRAUDULENT MISREPRESENTATION.

THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW.  THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND LUMENCI WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS.

INDEMNIFICATION

You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable:

  1. your access to and use of the Service.

  2. violation of these Terms by you or your authorized Account user(s), as applicable.

  3. infringement of any intellectual property or other right of any person or entity by you.

  4. the nature and content of all Customer or Paid Customer data processed by the Service; or

  5. any products or services purchased or obtained by you in connection with the Service.

Lumenci retains the exclusive right to settle, compromise, and pay, without your prior consent, any and all claims or causes of action that are brought against us. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

If you are a California resident, you waive California Civil Code Section 1542, which provides: A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

GOVERNING LAW

This TOS shall be governed by and construed, and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws, and the laws of the State of Texas, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act (UCITA) shall apply to this TOS, regardless of the states in which the parties do business or are incorporated.

BINDING ARBITRATION AND CLASS ACTION WAIVER

  1. ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS TOS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.

  2. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration, and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas, or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

  3. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF, FOR ANY REASON, A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS, OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.

  4. Notwithstanding anything to the contrary, you and Lumenci may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section.

  5. If Lumenci implements any material change to this Section, such change shall not apply to any Claim for which you provided written notice to Lumenci before the implementation of the change.

GENERAL

  • Electronic Communications: You agree to receive all communications, agreements, and notices that we provide in connection with the Service (“Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. You agree that all Communications we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner, and you agree to keep your Account contact information current.

  • Assignability: You may not assign your rights or obligations or delegate your responsibilities hereunder without Lumenci’s prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Lumenci may, at any time, freely assign its rights, duties, and obligations hereunder without notice to you.

  • Force Majeure: Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, internet connectivity. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

  • Venue: Any claim or dispute that between you and Lumenci that arises out of or is related to the Service and is not subject to arbitration or eligible for small claims action, shall be decided exclusively by a court of competent jurisdiction located in Austin, Texas, and you hereby consent to, and waive all defense of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Austin, Texas.

  • Entire Agreement: These Terms and any documents expressly incorporated by reference constitute the final, complete, and exclusive expression of the agreement between you and Lumenci regarding the Service provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. Lumenci hereby rejects any additional or conflicting terms appearing in a purchase order or any other ordering materials submitted by you and conditions assent solely based on these Terms and conditions of these Terms as offered by Lumenci. Except as explicitly permitted in these Terms, no modification or amendment of these Terms shall be effective unless it is in writing and signed by an authorized agent of the party against whom the modification or amendment is being asserted.

  • Trade Restrictions: You acknowledge that the Service and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that Lumenci makes available (collectively “Excluded Data”) are subject to the export control and sanctions laws and regulations of the United States and other countries that may prohibit or restrict access by certain persons or from certain countries or territories currently including, but not limited to, Cuba, the Crimea region of the Ukraine, Sudan, Iran, North Korea and Syria ("Trade Restrictions”). You represent and warrant that you are not: (i) located in an embargoed country or territory, (ii) under the control of an entity organized in or a resident of an embargoed country or territory, (iii) listed on any U.S. government list of persons or entities with which U.S. persons are prohibited from transacting, including, but not limited to, OFAC’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. State Department's Nonproliferation Sanctions lists, the U.S. Commerce Department’s Entity List or Denied Persons List located at https://www.export.gov/article?id=Consolidated-Screening-List; or (iv) subject to end destination export control regulations, such as, but not limited to, the U.S. Export Administration Regulations and U.S. Government EU Dual-Use Regulation EC 428/2009. You are solely responsible for complying with Trade Restrictions for all Excluded Data and any of its content transmitted through the Service.

  • Language and Translations: Lumenci may provide translations of these Terms or other terms or policies. Translations are provided for informational purposes and if there is an inconsistency or conflict between a translation and the English version, the English version will control.

  • Waiver: The waiver by either you or Lumenci of any breach of any provision of these Terms does not waive any other breach. The failure of any party to these Terms to insist on strict performance of any covenant or obligation in accordance with these Terms will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of these Terms.

  • Severability: If any part of these Terms is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

  • Interpretation: Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.

  • Headings: The headings used throughout these Terms are solely for the convenience of reference and are not to be used as an aid in the interpretation of these Terms.

  • Consumer Complaints: California users are entitled to the following specific consumer rights 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., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210.

MATERIALS

The Website is a platform that facilitates the provision of materials such as case studies, white papers, articles, press releases, videos, eBooks, product sheets, product demos, and infographics (“Materials”) to You.

Your use of the Materials may also be subject to additional procedures for use, uploaded guidelines, rules, terms of service, disclaimers, and notices, or any other additional terms and conditions as may be notified to You by Lumenci from time to time (“Additional Terms“). If there is any conflict between these Terms of Use and any Additional Terms, the Additional Terms shall prevail.

Subject to these Terms of Use, Lumenci shall grant to You a non-exclusive, perpetual, non-assignable, non-transferable, revocable, and limited license to use the Materials and print copies of them only for use within your own business (the “Licensed Rights “). In exercising the Licensed Rights, You shall not:

  • Provide copies of, distribute, or otherwise make available any part of the Materials to any third party.

  • Sell or charge any third party to receive any Materials.

  • Use the Materials, or any part of them, for the purposes of providing knowledge process outsourcing services or any other services that are similar to, or which compete with, the goods and services provided by Lumenci or any member of its group of companies.

  • Use the Materials, or any part of them, for the purposes of providing a service bureau, including, without limitation, providing third-party hosting, application integration, application service provider-type services, or for any similar services; or

  • Modify, translate, copy, adapt, distribute, transmit, display, perform, reproduce, publish, license, transfer, sell or create derivative works based on the Materials save as expressly permitted in these Terms of Use.

Lumenci may terminate, for any reason, your right to exercise the Licensed Rights immediately on notice and without any liability to You.

CHANGES TO TERMS OF SERVICE

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Service, and it is your responsibility to check our website periodically for changes. If the changes include material changes that affect your rights or obligations, we will notify you of the changes by reasonable means, which could include notification through the Service or via email. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Service.

HOW TO CONTACT US

If you have any questions or concerns about the Service or these Terms, please contact us at legal@lumenci.com .