Last revised on: June __, 2025
The Lumyx platform
located at www.Lumyx.com (the “Site”)
and the timeline organization and presentation services offered through the
Site (collectively, with the Site, the “Services”) are provided by Lumyx
Inc., a Delaware Corporation, and its affiliates (collectively, “Lumyx”, “us”, and “we”). Certain
features of the Services may be subject to additional guidelines, terms, or
rules, which will be posted on the Site in connection with or before use of such
features. All such additional terms, guidelines, and rules are incorporated by
reference into these Terms.
The Terms AND
CONDITIONS (“Terms”) TOGETHER WITH OUR PRIVACY TERMS
(available at www.lumyx.com/privacy_policy) (the “Privacy Terms”) constitute a legally binding agreement
between LUMYX and you or the PRIVATE, PUBLIC, OR GOVERNMENTAL ENTITY you
represent (“you”) that
governs your use of the SERVICES. By SIGNING UP FOR AN ACCOUNT AND/OR accessing
or USING the SERVICES, you are accepting these Terms (on behalf of yourself or
the PRIVATE, PUBLIC, OR GOVERNMENTAL ENTITY that you represent (your “Organization”)), and you represent and warrant that you
have the right, authority, and capacity to enter into these Terms (on behalf of
yourself or the PRIVATE, PUBLIC, OR GOVERNMENTAL ENTITY that you represent) AND
ABIDE BY THEM. You may not access or use the SERVICES or accept the Terms UNLESS
you are the age of consent in your jurisdiction AND YOU CAN ENTER INTO BINDING CONTRACTS.
If you do not agree with all of the provisions of these Terms, do not access
and/or use the Site OR SERVICES.
please be aware that
section 9.2 OF THESE TERMS CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND
US ARE RESOLVED, INCLUDING ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO
THE EFFECTIVE DATE OF YOUR ACCEPTANCE OF THESE TERMS. IN PARTICULAR, IT
CONTAINS A CLASS ACTION WAIVER WHICH REQUIRES YOU TO BRING DISPUTES AGAINST US
ON AN INDIVIDUAL BASIS AND PREVENTS YOU FROM BRINGING THEM AS PART OF A CLASS
ACTION AND A WAIVER TO HAVE A RIGHT TO A TRIAL DECIDED BY A JURY.
2.1
Account Creation. To use certain features
of the Site and Services, you must register for an account (“Account”) and provide certain
information about yourself as prompted by the account registration form. You
may not select a username intended to impersonate another person or entity that
is subject to the rights of another person or entity, or that is obscene or
vulgar. We reserve the right to refuse or cancel registration of any username
in our sole discretion. You represent and warrant that: (a) all required
registration information you submit is truthful and accurate; and (b) you will
maintain the accuracy of such information. You may
delete your Account at any time, for any reason, by following the instructions
on the Site. Lumyx may suspend or terminate your Account in accordance with
Section 8 of these Terms.
2.2
Account
Responsibilities. You are responsible for
maintaining the confidentiality of your Account login information and are fully
responsible for all activities that occur under your Account. You agree to
immediately notify Lumyx of any unauthorized use, or suspected unauthorized use
of your Account or any other breach of security. You will not share your
Account password or any security questions with any other individual or entity
and you will not allow any other individual or entity to use your Account. Lumyx
cannot and will not be liable for any loss or damage arising from your failure
to comply with the above requirements.
2.3
Payment of Fees. You are solely responsible for fees incurred by your
Account, at the rates specified in the pricing we provide or make available to
you.
2.4
Taxes. Fees
do not include any taxes, duties, or assessments that you may owe for use of
the Services (“Taxes”), unless otherwise specified in the applicable
invoice. You are responsible for remitting any necessary withholding Taxes to
the relevant authority on a timely basis and providing us with evidence of the
same upon our request. Where a law, rule, or regulation provides for the
reduction or elimination of withholding taxes, including via tax treaty, the
parties will collaborate in good faith to do so. For clarity, you must pay us
the amount ("Gross-up Payment") that will ensure that we
receive the same total amount that we would have received if no such
withholding or reduction by you had been required (taking into account any and
all applicable Taxes (including any Taxes imposed on the Gross-up Payment)).
2.5
Billing. Failure to pay all amounts owed to us
when due may result in suspension or termination of your access to and use of
the Services. We reserve any other rights of collection we may have.
3.
Access
to the Site
3.1
Subscription. Subject to your
compliance with these Terms and your payment of all fees due to Lumyx, you may
use and access the Services solely for, as applicable, your personal,
non-commercial use, or your use on behalf of your Organization for such time as
you are permitted by Lumyx as a valid, active, fee-paying user. You may not use
the Site or Services for any commercial, financial, or other similar purpose
without the prior written consent of Lumyx in each instance. Except as explicitly stated herein, these Terms do not
grant you or your Organization (a) any right to reproduce, modify, distribute,
or publicly display or perform the software included in the Services or any
portion thereof or (b) any other right to the Services not specifically set
forth in these Terms.
3.2
Certain Restrictions. The rights granted to
you in these Terms are subject to the following restrictions: (a) you shall not
license, sell, rent, lease, transfer, assign, distribute, host, or otherwise
commercially exploit the Services, whether in whole or in part, or any content
displayed on the Services; (b) you shall not modify, make derivative works of,
disassemble, reverse compile or reverse engineer any part of the Site; (c) you
shall not access or use the Services in order to build a similar or competitive
website, product, or service; (d) you shall not access or use the Site or
Services for any timesharing or service bureau purposes or to otherwise provide
the Services, in whole or in part, to a third party; and (e) except as
expressly stated herein, no part of the Site or Services may be copied,
reproduced, distributed, republished, downloaded, displayed, posted or
transmitted in any form or by any means. Unless otherwise indicated, any future
release, update, or other addition to functionality of the Site or Services
shall be subject to these Terms. All copyright and other proprietary notices on
the Site (or on any content displayed on the Site) or the Services must be
retained on all copies thereof. If you access the
Services from outside the United States, you are responsible for compliance
with foreign and local laws. Lumyx does not provide services to governments,
governmental agencies, businesses, individuals, other groups, or any of their
agents that are subject to U.S. trade sanctions. By using the Services, you
represent and warrant that you are not subject to any U.S. trade sanctions.
3.3
Modification. Lumyx reserves the
right, at any time, to modify or suspend the Services (in whole or in part)
with or without notice to you. You agree that Lumyx will not be liable to you
or to any third party for any modification or suspension of the Site, the
Services, or any part thereof. Lumyx also reserves the right to limit the
availability of the Services or the provision of the Site to any person,
organization, geographic area, or jurisdiction, at any time and in its sole
discretion.
3.4
Support and Maintenance. We will provide you support and maintenance services in
accordance with our standard level of support and maintenance.
3.5
Ownership. Excluding any User Content that you may provide (defined
below), you acknowledge that all the intellectual property rights, including
copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and
its content are owned by Lumyx or Lumyx’s suppliers. Neither these Terms (nor
your access to the Site or Services) transfers to you or any third party any
rights, title, or interest in or to such intellectual property rights, except
for the limited access rights expressly set forth in Section 2.1. Lumyx and its
suppliers reserve all rights not granted in these Terms. There are no implied
licenses granted under these Terms.
3.6
Feedback. You are under no duty to provide any suggestions, enhancement
requests, or other feedback regarding the Services (“Feedback”). If you
choose to offer Feedback to us, you hereby grant us a perpetual, irrevocable,
non-exclusive, worldwide, fully paid, sub-licensable (at unlimited number of
levels), assignable license to incorporate Feedback into the Services or
otherwise use any Feedback we receive from you solely to improve our products
and services, provided that such Feedback is used in a manner that is not
attributable to you. You also irrevocably waive in favor of us any moral rights
which you may have in such Feedback pursuant to applicable copyright law. We
acknowledge that any Feedback is provided on an “as-is” basis with no
warranties of any kind. We will treat any Feedback you provide to us as
non-confidential and non-proprietary. You agree that you will not submit to us
any information or ideas that you consider to be confidential or proprietary.
4.
User
Content
4.1
User Content. “User Content” means all information and content that a user submits
to, or uses with, the Services and all Output (defined below). You retain
ownership of your User Content. You are solely responsible for your User
Content. You assume all risks associated with use of your User Content,
including any reliance on its accuracy, completeness or usefulness by others,
or any disclosure of your User Content that personally identifies you, your
Organization, or any third party. You further warrant that all information you
provide about yourself, or your Organization is true and complete information.
You agree to promptly notify Lumyx of any changes in the information provided
about yourself or your Organization or any other material changes that could
impact your use of the Services. You shall be solely responsible for the
accuracy and completeness of all information furnished to Lumyx and/or to third
parties as necessary for the Services contemplated herein. Lumyx shall not be
responsible for independently verifying the accuracy or completeness of any
information that you provide, and Lumyx shall be entitled to rely on such
information. Lumyx shall have no liability for any errors or omissions in any
Services provided to you that are the result of, arise from, or are based, in
whole or part, on inaccurate or incomplete information provided to Lumyx. You
represent and warrant that you have obtained all necessary third party rights,
licenses, permissions, and consents, including, without limitation, copyrights,
for any User Content that belongs to or originates from third parties and
consents where required by applicable laws for the collection of information. You
will review all documents, output from the Services, and other information and data
provided to you by Lumyx and shall inform Lumyx of any inaccuracies,
deficiencies or discrepancies contained therein. You hereby represent and
warrant that your User Content does not violate our Acceptable Use Policy
(defined in Section 3.3). You may not represent or imply to others that your
User Content is in any way provided, sponsored, or endorsed by Lumyx. Since you
alone are responsible for your User Content, you may expose yourself to
liability based on the User Content you provide. You are solely responsible for
creating and maintaining your own backup copies of your User Content if you
desire.
4.2
License. You hereby grant (and
you represent and warrant that you have the right to grant) to Lumyx an
nonexclusive, royalty-free, enterprise-wide, sublicensable (at an unlimited
number of levels), and worldwide license to modify, reproduce, distribute,
prepare derivative works of, incorporate into other works, and otherwise use
your User Content, and to grant sublicenses of the foregoing rights, solely for
the purposes of including your User Content in the Site, providing you with the
Services, and offering you other Services. You hereby irrevocably waive (and
agree to cause to be waived) any claims and assertions of moral rights or
attribution with respect to your User Content. Additionally, you hereby grant (and you represent and
warrant that you have the right to grant) to Lumyx a nonexclusive,
royalty-free, enterprise-wide, perpetual, irrevocable, and worldwide right and
license to (i) host, copy, access, transmit, display, modify, adapt, reproduce,
distribute, prepare derivative works of, incorporate into other works, and
otherwise use and commercialize aggregated anonymized data to develop,
optimize, and improve the Services, and (ii) create develop, derive, modify,
share, and commercialize aggregated anonymized data that is part of the System
Data (defined below), including but not limited with third parties. “System
Data” means information that originates in the Service including but not limited
to metrics, metadata, or analytics, or that is based on or derived by Lumyx
from anonymized data.
4.3
Output. When you input User Content into the Services,
you may receive output depending on the User Content that you input and how you
use the Services with respect to such input (“Output”). We hereby assign
to you all our right, title, and interest, if any, in and to the Output. You
are responsible for your Output to the same extent under these Terms as your
User Content.
4.4
Acceptable Use Policy. The following terms
constitute our “Acceptable Use Policy”:
4.5
Enforcement. We reserve the right (but have no obligation) to review,
refuse and/or remove any User Content in our sole discretion, and to
investigate and/or take appropriate action against you in our sole discretion
if you violate the Acceptable Use Policy or any other provision of these Terms
or otherwise create liability for us or any other person. Such action may
include removing or modifying your User Content, terminating your Account in
accordance with Section 8, and/or reporting you to law enforcement authorities.
You agree to indemnify, defend (subject Lumyx’s right to
exclusively assume the defense at your sole cost and expense), and hold Lumyx
and its officers, employees, suppliers, licensors, agents, successors, and
assigns (collectively, the “Lumyx Indemnitees”) harmless, including
costs and attorneys’ fees, from any claim or demand made by any third party
arising out of, in connection with, or related to: (a) your use of the
Services; (b) your violation of these Terms; (c) your violation of applicable
laws or regulations; (d) your infringement or alleged infringement of any
intellectual property, proprietary, privacy, or other rights of any other
person or entity; (e) your User Content and Output; and (f) your use of any Third-Party
Connections (defined below). We reserve the right, at your expense, to assume
the exclusive defense and control of any matter for which you are required to
indemnify the Lumyx Indemnitees, and you agree to cooperate with our defense of
these claims. You agree not to settle any matter without our prior written
consent, which we may withhold in our sole and exclusive discretion. We will
use commercially reasonable efforts to notify you of any such claim, action, or
proceeding within a commercially reasonable time upon becoming aware of it.
6.
Third-Party
Links; Co-Branded Areas; Other Users
6.1
Third-Party Links. The Site may contain
links to third-party websites and services (collectively, “Third-Party
Connections”). Such Third-Party Links are not under the control of Lumyx,
and Lumyx is not responsible for any Third-Party Links. Lumyx provides access
to these Third-Party Links only as a convenience to you, and does not review,
approve, monitor, endorse, warrant, or make any representations with respect to
Third-Party Links. You use all Third-Party Links at your own risk and should
apply a suitable level of caution and discretion in doing so. When you click on
any of the Third-Party Links, the applicable third party’s terms and policies
apply, including the third party’s privacy and data gathering practices. You
should make whatever investigation you feel necessary or appropriate before
proceeding with any transaction, use, or agreement in connection with such
Third-Party Links and third parties.
6.2
Co-Branded Areas. To provide a greater breadth
of Services, certain functions provided on this Site (for example, payment
processing) may be outsourced to third parties. Certain pages on the Site are
therefore operated and controlled by a third party (“Co-Branded Areas”).
These Co-Branded Areas continue to display Lumyx trademarked logo at the top of
the page but are nonetheless operated and managed by a third party. These
Terms, in conjunction with any further terms and conditions posted in the
Co-Branded Areas, govern your access and use of those areas. In all other
respects, access to the Co-Branded Areas is at your own risk.
6.3
Other Users. Each Site user is solely
responsible for all its own User Content. Since we do not control User Content,
you acknowledge and agree that we are not responsible for any User Content,
whether provided by you or by others. We make no guarantees regarding the
accuracy, currency, suitability, appropriateness, or quality of any User
Content. Your interactions with other Site users are solely between you and
such users. You agree that Lumyx will not be responsible for any loss or damage
incurred as the result of any such interactions. If there is a dispute between
you and any Site user, we are under no obligation to become involved.
6.4
Release. You hereby release and
forever discharge Lumyx (and our affiliates, officers, employees, agents, suppliers,
licensors, successors, and assigns) from, and hereby waive and relinquish, each
and every past, present and future dispute, claim, controversy, demand, right,
obligation, liability, action and cause of action of every kind and nature
(including personal injuries, death, and property damage), that has arisen or
arises directly or indirectly out of, or that relates directly or indirectly
to, the Site (including any interactions with, or act or omission of, other
Site users or any Third-Party Links) except to the extent caused directly by
our willful or intentional misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU
HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE
FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST
HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY.” AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR
LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.
RELIANCE
ON ANY OUTPUT, DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM THE
SERVICES IS STRICTLY AT YOUR OWN RISK. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE
THAT: (I) USE OF THE SERVICES DOES NOT RELIEVE YOU OF RESPONSIBILITY FOR
COMPLIANCE WITH APPLICABLE LAWS, RULES (INCLUDING ETHICAL RULES), AND
REGULATIONS WHILE USING THE SERVICES OR ANY OUTPUT, DATA, RESULTS, INFORMATION
OR OTHER MATERIALS YOU GENERATE WHILE USING THE SERVICES; (II) YOU SHALL
NEITHER INQUIRE NOR RELY UPON US FOR ANY LEGAL OR OTHER PROFESSIONAL OR EXPERT
ADVICE OF ANY KIND AND THAT WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR SPECIAL
RELATIONSHIP WITH YOU; AND (III) YOU ARE FULLY AND SOLELY RESPONSIBLE FOR: (A)
SELECTION OF ADEQUATE AND APPROPRIATE SERVICES AND SOFTWARE TO SATISFY YOUR
BUSINESS NEEDS AND ACHIEVE YOUR INTENDED RESULTS; (B) USE OF THE SERVICES; (C)
ALL OUTPUT, DATA, RESULTS, INFORMATION, AND ANY OTHER MATERIALS OBTAINED FROM
THE SERVICES OR THE USE THEREOF; (D) SELECTING, OBTAINING, AND MAINTAINING ALL
HARDWARE, SOFTWARE, COMPUTER CAPACITY, INTERNET SERVICE, PROGRAM AND SYSTEM
RESOURCES AND OTHER EQUIPMENT AND UTILITIES NEEDED FOR ACCESS TO AND USE OF THE
SERVICES AND FOR ALL COSTS ASSOCIATED THEREWITH; AND (E) SELECTION, USE OF, AND
DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED FROM ANY OTHER PROGRAMS,
APPLICATIONS, COMPUTER EQUIPMENT, SOFTWARE, OR SERVICES USED WITH THE SERVICES.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE THAT THE SERVICES DO
NOT GUARANTEE YOUR COMPLIANCE WITH ANY PROFESSIONAL RULES OR ETHICAL
OBLIGATIONS OR OTHER DUTIES TO YOUR CLIENTS OR OTHERS. YOU MUST DETERMINE FOR
YOURSELF WHETHER THE SERVICES AND YOUR USE OF THE SERVICES AND ANY OUTPUT,
DATA, RESULTS, INFORMATION OR OTHER MATERIALS OBTAINED OR CREATED THEREFROM
COMPLY WITH YOUR PROFESSIONAL ETHICAL OBLIGATIONS OR RULES OR ANY OTHER
OBLIGATIONS OR DUTIES YOU MAY OWE TO YOUR CLIENTS OR OTHERS.
YOU
ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK
AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL
INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.
SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON
HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO
YOU.
OUR
AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF
THIS SECTION.
9.
Term
and Termination; Organizational Accounts; Retention of User Content; Suspension
9.1
Term and Termination. Subject to this
Section, these Terms will remain in full force and effect while you access or
use the Services. Your ability to use the access and use the Services will
depend on the subscription you purchase from us to access and use the Services.
Your subscription will automatically renew for additional periods of one (1)
year beginning on the day your initial subscription expires and will continue
to automatically renew for additional one-year periods thereafter until you
terminate your account or cancel your subscription prior to renewal. We will
provide notice to you (through the Services or by e-mail to the last e-mail
address you provided to us) if we increase the price of your subscription for a
subsequent renewal subscription prior to renewal. Unless you cancel your
subscription prior to its renewal, you are deemed to have accepted the
increased price of the subscription. Please contact us at support@lumyx.com for
cancellation of your subscription. If you have provided us with a payment
method for renewals of your subscription, we will automatically charge such
payment method. If such payment method fails for any reason, we reserve the
right to terminate or suspend your access to and use of your Account and the
Services. If you cancel your subscription prior to renewal, you will continue
to have access to your Account and use of the Services until your subscription
expires, at which point it will terminate. You acknowledge that we do not
provide refunds or credits for any partial subscription periods regardless of
the reason for partial subscription period.
9.2
Organizational Account. If you access the
Services through an account established under a separate agreement between your
organization and Lumyx ("Organizational Agreement"), your
access and use of the Services will be governed by the terms of the
Organizational Agreement. In such cases, the terms of the Organizational
Agreement shall apply in full.
9.3
Retention of User Content. Upon termination of
your rights under these Terms, your Account and right to access and use the
Services will terminate immediately. You understand that any termination of
your Account may involve deletion of your User Content associated with your
Account from our live databases. Lumyx will not have any liability whatsoever
to you for any termination of your rights under these Terms, including for
termination of your Account or deletion of your User Content.
9.4
Suspension. Notwithstanding any
subscription you have purchased from us, we may suspend or terminate your
rights to use the Services (including your Account) at any time as necessary
for us to comply with applicable law and/or if we reasonably believe that your
or your Organization’s use of the Services violates these Terms. Sections 1, 2.2, 2.3, 2.4, 2.5, 3.2, 3.5, 3.6, 4.1, 4.2, 4.3, 4.4, 4.5, 5, 6, 7, 8, 9,
and 10 shall
survive termination of the Services or your use or access to the Services.
10.1
Changes. These Terms are subject to occasional
revision, and if we make any substantial changes, we may notify you by sending
you an e-mail to the last e-mail address you provided to us (if any), and/or by
prominently posting notice of the changes on the Site. You are responsible for
providing us with your most current e-mail address. If the last e-mail address
that you have provided us is not valid, or for any reason is not capable of
delivering to you the notice described above, our dispatch of the e-mail
containing such notice will nonetheless constitute effective notice of the
changes described in the notice. The date that these Terms were last revised is
set forth above. Continued use of our Services following notice of such changes
shall indicate your acknowledgement of such changes and agreement to be bound
by the terms and conditions of such changes.
10.2
Class Action Waiver; Jury
Trial Waiver; Use Outside of the United States of America; and Dispute
Resolution. Please read this Section 9.2 carefully. It is part of your
contract with Lumyx and affects your rights. It contains procedures for A CLASS
ACTION WAIVER.
(a)
Waiver of Class or Other
Non-Individualized Relief. ALL DISPUTES, CLAIMS,
AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 9.2 MUST BE LITIGATED
ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL
RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE
LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(b)
Use Outside of the United States. The Services are operated by us from our offices within
the United States of America. We make no representation that the Services are
appropriate or available for use in other locations, and access to the Services
from territories where the access to or use of the Services may be illegal is
prohibited. Those who choose to access or use the Services from other locations
do so, on their own initiative and are responsible for compliance with
applicable local laws.
(c)
Notice Requirement and Informal
Dispute Resolution. Except for Lumyx seeking emergency injunctive relief, before
either party may seek to file suit against the other party, the party must
first send to the other party a written notice of dispute (“Notice”) describing the nature and basis of
the claim or dispute, and the requested relief. A Notice to Lumyx should be
sent to. legal@lumyx.com or Lumyx Inc.,
Attention: Legal Department, 756 W Peachtree St NW, Atlanta, GA 30308. After
the Notice is received, you and Lumyx may attempt to resolve the claim or
dispute informally. If you and Lumyx do not resolve the claim or dispute within
thirty (30) days after the Notice is received, either party may begin a legal
proceeding.
(d)
Choice of Law and Venue for Litigation. To the maximum extent permitted by applicable law, you
consent to these Terms and any claims relating to the information, Services, or
products made available through the Site and/or Services will be governed by
the laws of the State of Georgia, U.S.A., excluding the application of its
conflicts of laws rules. You agree that venue for all actions, relating in any
manner to these Terms, will be in a federal or state court of competent
jurisdiction located in Atlanta, Georgia.
(e)
Time Limit on Claims Against us. To the maximum extent
permitted by applicable law, you agree that regardless of any statute or law to
the contrary any claim or clause of action arising out of or related to your access
to or use of the Services, or these Terms with us must be filed within one (1)
year after such claim arose.
10.3
Export. The Site may be subject to U.S. export control laws and may
be subject to export or import regulations in other countries. You agree not to
export, reexport, or transfer, directly or indirectly, any U.S. technical data
acquired from Lumyx, or any products utilizing such data, in violation of the
United States export laws or regulations.
10.4
Electronic
Communications. The communications
between you and Lumyx use electronic means, whether you use the Site or send us
emails, or whether Lumyx posts notices on the Site or communicates with you via
email. For contractual purposes, you (a) consent to receive communications from
Lumyx in an electronic form; and (b) agree that all terms and conditions,
agreements, notices, disclosures, and other communications that Lumyx provides
to you electronically satisfy any legal requirement that such communications
would satisfy if it were in a hardcopy writing. The foregoing does not affect
your non-waivable rights.
10.5
License to Public Agencies. To the extent that any provision contained in these Terms
would be prohibited or unenforceable pursuant to any binding determination of
any State Attorney General's office or any other binding directive or guidance
of any governmental authority of applicable jurisdiction, such provision shall
be deemed null and of no effect, and shall not impact the enforceability of any
other provision of these Terms.
10.6
U.S. Government Users. The Services includes “Commercial Computer Software” and
“Commercial Computer Software Documentation.”
In accordance with Section 12.212 of the Federal Acquisition Regulations
(“FAR”) and Sections 227.7202-1 through 227.7202-4 of the Defense FAR
Supplement (“DFARS”), any use, duplication, modification, distribution,
disclosure and all other license rights of the Services by the U.S. Government
or any of its agencies shall be governed by and subject to all of the terms,
conditions, restrictions, and limitations of these Terms. Use of the Services
constitutes agreement by the U.S. Government that the Services includes
“commercial computer software” and “commercial computer software documentation”
per the FAR/DFAR; and renders these Terms enforceable. If for any reason the Services are not
considered ‘commercial’ per the FAR; or, these Terms otherwise are deemed not
to apply, the Services will be deemed to be provided with “Restricted Rights”
as defined in FAR 52.227-14(a) and FAR 52.227-14(g)(4) (Alt III), or DFARS
252.227-7014(a)(15) and DFARS 252.227-7014(b)(3), as applicable. For U.S.
Government Users, the U.S. Government shall have the right to use, duplicate or
disclose Technical Data which is accessed, developed, or delivered under the
contract, for the acquiring agency’s internal purposes only, per FAR 12.211
Technical data. For contracts governed by the DFARS, the U.S. Government shall
have the license rights for Technical Data as provided under DFAR 252.227-7015
(b)(Technical Data–Commercial Items).
10.7
Entire Terms. These Terms, the Privacy Terms, and any order forms or
other payment obligations you enter into with us constitute the entire
agreement between you and us regarding the use of the Services. Our failure to
exercise or enforce any right or provision of these Terms shall not operate as
a waiver of such right or provision. The section titles in these Terms are for
convenience only and have no legal or contractual effect. The words “include,”
“includes,” and “including” are hereby deemed to be followed by the phrase
“without limitation.” The word “will” is hereby deemed
to be construed to have the same meaning and effect as the word “shall.” The
term “or” will be interpreted in the inclusive sense commonly associated with
the term “and/or.” Any definition of or reference to any agreement, instrument,
or other document herein will be construed as referring to such agreement,
instrument, or other document as from time to time amended, supplemented, or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein). References to any specific law, rule or
regulation, or section or other division thereof, will be deemed to include the
then-current amendments thereto or any replacement or successor law, rule or
regulation thereof. If any provision of these Terms is, for any reason, held to
be invalid or unenforceable, the other provisions of these Terms will be unimpaired,
and the invalid or unenforceable provision will be deemed modified so that it
is valid and enforceable to the maximum extent permitted by law. Your
relationship to Lumyx is that of an independent contractor, and neither party
is an agent or partner of the other. You acknowledge and agree that in no event
shall Lumyx owe you any enhanced or special duties, express or implied, in fact
or by law, whether referred to as a special relationship or fiduciary
relationship or otherwise. These Terms, and your rights and obligations herein,
may not be assigned, subcontracted, delegated, or otherwise transferred by you
without Lumyx’s prior written consent, and any attempted assignment,
subcontract, delegation, or transfer in violation of the foregoing will be null
and void. Lumyx may freely assign these Terms without your prior consent. The terms
and conditions set forth in these Terms shall be binding upon assignees. You
agree that for any document or electronic information delivered through the Services
that by “clicking” on the designated spaces in or relating to such document
shall be deemed to be “in writing” and to have been “signed” and delivered for
all purposes by you. Any record of such confirmation (including electronic
records) shall be deemed to be “in writing.” You further agree that you shall
not contest the legally binding nature, validity or enforceability of any
document or confirmation based on the fact that it has been executed by
“clicking” on the designated spaces and expressly waives all rights you may
have to assert such a claim.
10.8
Force Majeure. We shall not be responsible to you, your Organization, or any third party entity or
individual for any delay or failure in any performance due to acts of God, war,
warlike conditions, blockade, embargoes, riots, government action, labor
disturbances, unavailability of anticipated usual means of supplies, wrecks,
epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any
unforeseen change in circumstances, or any other causes beyond our commercially
reasonable control.
10.9
Copyright/Trademark Information. Copyright © 2025 Lumyx
Inc. All rights reserved. All trademarks,
logos, and service marks (“Marks”) displayed on the Site or within the
Services are our property or the property of third parties. You are prohibited
from using these Marks without our prior written consent or the consent of such
third party which may own the Marks.
Lumyx Inc.
Privacy
Terms
SERVICE
PROVIDER ADDENDUM
Terms and Conditions
Last
revised on: June __, 2025
This Service Provider
Addendum (“Addendum”) is entered
into as of the date of the last signature below (“Effective Date”) by and between Lumyx
Inc., a Delaware Corporation (“Lumyx”) and the party identified as ‘you’ in the Terms and
Conditions (“Customer”). This
Addendum is incorporated by reference into the Terms and Conditions by and
between Lumyx and Customer and all subsequent
amendments, exhibits, statements of work, and attachments thereto
(collectively, the “Agreement”).
Terms used but not defined herein shall have the meaning ascribed to them in
the Agreement.
This Addendum is
supplemental to the Agreement and sets out the terms that apply when Personal
Information is Processed by Lumyx under the
Agreement. The purpose of the Addendum
is to ensure such Processing is conducted in accordance with applicable United
States privacy and data security laws, including, but not limited to, the California
Consumer Privacy Act of 2018, as amended and supplemented by the California
Privacy Rights Act of 2020, as may be further amended from time to time, and
their implementing regulations (“CCPA”).
1. Definitions. For the purposes of this
Addendum:
1.1.
“Applicable Laws” means all applicable
United States federal or state privacy and data protection laws including as
applicable, the CCPA, and any implementing regulations relating to the same.
1.2.
“Consumer”
means a natural person as the term is understood under Applicable Laws.
1.3.
“Processing” or “Processed” means any operation or set of operations that are
performed on Personal Information or on sets of Personal Information, whether or not by automated means, to provide the Services
set forth in the Agreement.
1.4.
“Personal Information” means the personal information of Consumers, as defined by
Applicable Laws.
1.5.
“Security Event” means any confirmed
unauthorized access to, acquisition of, or use of Customer’s Personal Information that
results in a material compromise of the confidentiality, integrity or
availability of Customer’s Personal Information and is reasonably likely to
require notification to the Customer under Applicable Laws.
1.6.
“Sell”
or “Sale” has the meaning ascribed to it under Applicable Laws
1.7.
“Services” means any
and all services or functions that Lumyx
performs on behalf of Customer under the Agreement.
1.8.
“Service
Provider” has the meaning ascribed to it under Applicable Laws, and shall include the term “Processor.”
1.9.
“Share”
has the meaning ascribed to it under Applicable Laws.
1.10. “Subprocessor”
means Lumyx’s third-party service providers or
contractors that process Customer Personal Information on behalf of Lumyx.
2. Applicability and Compliance. Lumyx may obtain Personal Information in the course of providing Services to Customer. Such
Personal Information is being disclosed to Lumyx by Customer,
or being collected by Lumyx on behalf of Customer,
for the limited and specified purpose of providing the Services for the
duration of the Agreement. To this end, the
Parties agree that when Lumyx is Processing that
Personal Information, Lumyx is acting as a Service
Provider on behalf of Customer. For the avoidance of doubt, the requirements of
this Addendum regarding Personal Information shall not apply to Personal
Information that is deidentified or aggregated information.
3. Processing Details.
3.1.
Categories of Consumers. The Consumers whose Personal Information may be Processed
by Lumyx under the Agreement include: (1) Personal
Information regarding Consumers contained in information uploaded to the
Services by Customer; and (2) Consumers, when acting on behalf of themselves or
on behalf of an entity they are Consumers who are interacting with Customer in
the employment context.
3.2.
Types of Personal Information. The types of Personal Information that may be processed
pursuant to the Agreement includes:
3.2.1.
Identification
and contact data (name, address, title, contact details);
3.2.2.
Financial
information (credit card details, account details, payment information);
3.2.3.
IT
information (IP addresses, cookies data, location data); and
3.2.4.
Precise
geographic data uploaded to the Services by Customer.
4. Lumyx Obligations. Lumyx agrees that:
4.1.
Lumyx shall not: (1) further collect, Sell, retain, use, Share,
or otherwise disclose any Personal Information for any purpose other than the
specified purpose of performing the Services; (2) use any Personal Information
received in connection with this Agreement for the purpose of providing
services to another person or entity or outside the direct relationship with Customer;
(3) combine any Personal Information received from Customer with other Personal
Information that Supplier received from, or on behalf of another person or
persons, or collected from Supplier’s own interaction with a Consumer, except
as otherwise allowed under Applicable Law or contemplated by the Agreement.
4.2.
Lumyx will, unless legally prohibited from doing so, promptly inform
Customer in writing if Lumyx makes
a determination that it can no longer meet its obligations under this
Addendum or Applicable Laws. In such a situation, Lumyx
grants Customer, upon notice, to take reasonable and appropriate steps to stop
and remediate any unauthorized use of Personal Information.
4.3.
Lumyx shall implement commercially reasonable security measures
to safeguard Personal Information that takes into account
the nature of Processing being performed under the Agreement.
4.4.
Lumyx certifies that it has reviewed and understands its
responsibilities and limitations regarding using Personal Information under
Applicable Law and those outlined in this Addendum. Lumyx
agrees to make available to Customer information necessary to demonstrate
compliance with the obligation imposed on Lumyx under
this Addendum.
5. Confidentiality. Lumyx shall take commercially reasonable efforts to require that
any person authorized to process Personal Information on behalf of Lumyx shall maintain the confidentiality of such
information or be under an appropriate statutory obligation of confidentiality.
6. Cooperation with Consumer Requests. Lumyx shall cooperate with Customer
to enable Customer to respond and honor, within the time required by Applicable
Laws, any request from a Consumer seeking to exercise his or her rights under
Applicable Laws.
7. Use of Subprocessors. Customer
acknowledges and agrees that Lumyx may engage Subprocessor to perform Services under the Agreement. For
any Subprocessor, Lumyx
shall have appropriate controls in place to require that any Subprocessor is subject to data privacy and security
requirements that are at least as protective as the obligations in this
Addendum.
8. Security Event Notification and Resolution.
8.1.
In
the event Lumyx learns that a Security Event has
occurred, Lumyx shall:
a.
provide
prompt written notice to Customer.
b.
promptly
investigate the Security Event.
c.
only
to the extent required by law, or in Customer’s sole discretion, notify the
individuals whose information was disclosed that a Security Event has occurred.
9. Deletion or Return of Personal Information. Upon termination or
expiration of the Agreement, or upon the request of Customer, Lumyx shall promptly return the confidential information of
Customer and any and all Personal Information (whether
in hard copy or electronic form, and including any copies, extracts,
descriptions and summaries thereof) or, at Customer’s request, Lumyx shall promptly destroy it (including any copies,
extracts, descriptions and summaries thereof). Notwithstanding the foregoing, Lumyx shall be permitted to keep a copy of such information:
(1) on an archived or backup system in accordance with its usual practices, and
for no other use, commercial or otherwise, until the archived or backup system
is next accessed or used; or (2) if such retention is required by law.
10. Customer
Obligations. Customer warrants and represents that:
10.1.
Customer’s
instructions for the Processing of Personal Information shall comply with
Applicable Laws; and
10.2.
Customer
has sole responsibility for the accuracy, quality, and legality of Personal
Information and the means by which Customer acquired
Personal Information (including the provision of all legally required notices
and the collection of all legally required consent for the relevant Processing
or disclosure of Personal Information).
11. Conflicts. If there is a conflict between the terms and
conditions of the Agreement and this Addendum, the terms and conditions of the
Addendum shall control.
12.
Miscellaneous. All provisions of the
Agreement that are not expressly modified hereby shall remain in full force and
effect.