Terms & Conditions
These LUMA TEAMS TERMS AND CONDITIONS is a master agreement and consists of the general terms and conditions set forth herein, and governs and incorporates an applicable ordering form (an “Order Form”) or an applicable statement of work (a “Statement of Work”) (collectively, the “Agreement”), by and between Luma Software, Inc. (“Luma Teams”), and the client party as set forth on an applicable Order Form (“Client” and with Luma Teams, each a “Party” or collectively, the “Parties”). The Agreement is effective as of the date set forth on the applicable Order Form (“Effective Date”).
Section 1. Software Services.
- License Grant. Provided that Client pays all the required fees under the Agreement and complies with all other terms of the Agreement, Luma Teams hereby grants to Client a non-exclusive, terminable, non-transferable right and license to access and use the Luma Teams software platform (the “Software Services”) pursuant to the Agreement, in and under Luma Teams’ intellectual property rights.
- Restrictions. Client shall not use the Software Services beyond the scope of the rights granted in the Agreement. Client shall be solely liable for its users’ and customers’ access to the Software Services and any misuse of the Software Services by any of Client’s workforce personnel. Client shall not directly or indirectly alter, modify, adapt, translate, copy, distribute, reverse engineer, decompile, disassemble, or create any derivative works of the Software Services. Client shall not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in the Software Services.
Section 2. Client’s Obligations.
- Client shall comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and industry standards, applicable to Client’s use of the Software Services, including without limitation those related to privacy, electronic communications, and anti-spam legislation.
- To the extent any data, reports, information or content of/from Client or Client’s users (collectively, the “Client Content”) that is provided to Luma Teams, and includes personal information, biometric information, or personally identifiable information (the “Personal Data”), Client is solely responsible: (i) for such Personal Data, including the accuracy thereof, and the means by which such Personal Data is acquired, collected, retained, or otherwise processed by Client, including any activities conducted by Luma Teams as directed or instructed by Client, in accordance with this Agreement; and, (ii) for securing all necessary consents to collect, retain, transmit, or otherwise provide Client Content to Luma Teams, or instruct Luma Teams to collect, retain, transmit such Client Content in connection with this Agreement.
- Any consent required under Section 2(c) shall meet the requirements of applicable law.
Section 3. Payment Terms.
Partner shall indemnify and defend Luma, at Partner’s own expense, against any suit or proceeding brought against Luma by a third party arising from or related to: (a) Partner’s violation of any law; (b) an allegation that the Partner Data or Luma’ use of the Partner Data in accordance with this Agreement violates any law or regulation or infringes third party rights; (c) a breach of Partner’s representations and warranties in Section 3; or (d) a breach of Partner’s confidentiality obligations under Section 8.
Section 4. Intellectual Property Rights
- Proprietary Rights. Client acknowledges and agrees that Luma Teams retains sole and exclusive ownership of all right, title, and interest in and to the Software Services, including any update, modification, improvement, enhancement, or configuration made to the Software Services, regardless of who creates, suggests, and/or contributes in any such modification, improvement, enhancement, or configuration.
- Client Content. Client acknowledges and agrees that in connection with this Agreement, Luma Teams may process and/or receive Client Content. Client shall own all title and intellectual property rights in and to the Client Content and grants Luma Teams a worldwide license to use, host, store, reproduce, modify, and create derivative works from the Client Content to perform its obligations under this Agreement.
- Client authorizes and agrees that Luma Teams may collect statistical, system, usage, and configuration data (the “Benchmark Data”) and such Benchmark Data shall be the property of Luma Teams. Luma Teams shall have the right to retain, use, distribute, sell, and otherwise exploit such Benchmark Data.
Section 5. Warranties
LUMA TEAMS DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CLIENT ACKNOWLEDGES AND AGREES THAT ALL LUMA TEAMS TECHNOLOGY AND SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS.
Section 6. Indemnification
Client shall indemnify and defend Luma Teams, at Client’s own expense, against any suit or proceeding brought against Luma Teams by a third party arising from or related to: (i) Client’s violation of any law; or (ii) An allegation that the Client Content or Luma Teams’ use thereof in accordance with the Agreement violates any law or regulation or infringes third party intellectual property rights or privacy rights.
Section 7. Limitation of Liability
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR: (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY RELATED TO OR IN CONNECTION WITH THE AGREEMENT WHETHER UNDER ANY THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF FEES PAID BY THE CLIENT TO LUMA TEAMS UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING SUCH CLAIM.
Section 8. Confidentiality
Each Party agrees not to use, disclose, sell, license, publish, reproduce or otherwise make available any nonpublic information (written, oral or electronic) disclosed by one Party to the other Party, including the terms and conditions of the Agreement (the “Confidential Information”) of the other Party to any third party, and further agrees not to use the Confidential Information of the other Party except and only to the extent necessary to perform their respective obligations under the Agreement.
Section 9. Term and Termination
The initial term of the Agreement shall be as set forth on the Order Form and shall renew as set forth on the Order Form, unless one Party provides written notice to the other Party at least ninety (90) days in advance of the end of the then-existing term that it does not wish to renew the Agreement.