API Terms of Service

Last Updated: October 22, 2024

These Business Terms govern supplement our Terms of Service and govern the use of our Luma services for businesses (including via API access). Use of our services for individuals are governed by the Terms of Service.

These Business Terms apply to and govern your use of the Services, together with our Terms of Service (the “Terms of Service”), which is incorporated herein by reference (together, this “Agreement”). This Agreement is a legally binding contract between you and Luma AI, Inc. (“Luma,” “us,” “we,” or “our”) regarding your use of and Luma AI, Inc. (“Luma,” “us,” “we,” or “our”) regarding your use of the Services. Capitalized terms not defined here will have the meanings in the Terms of Service or other agreement you have with us governing your use of the Services. All references to “Customer,” “you,” or “your” refer to the company, organization, or other entity that is entering into this Agreement, and its Affiliates. If you are a company, organization, or other entity, the individual accepting this Agreement on your behalf represents and warrants that they have authority to bind you to this Agreement. In the event of a conflict between these Business Terms and our Terms of Service, these Business Terms control.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING OR OTHERWISE ENTERING INTO AN ORDER THAT REFERENCES THIS AGREEMENT, USING (OR MAKING ANY PAYMENT FOR) THE SERVICES, OR OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (THE DATE UPON WHICH YOU ACCEPT THIS AGREEMENT IS REFERRED TO AS THE “EFFECTIVE DATE”), YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICES, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICES. YOUR USE OF THE SERVICES, AND OUR PROVISION OF THE SERVICES TO YOU, CONSTITUTES AN AGREEMENT BY US AND BY YOU TO BE BOUND BY THESE TERMS.

Commercial Use of APIs is Permitted

Pursuant to Section 3.1 of our Terms of Service, you may use our APIs to connect our Services to your commercial or other applications and services, develop and support your commercial or other applications or services, or to provide your API Users with access to the same.

Indemnification

We agree to defend and indemnify you for any damages finally awarded by a court of competent jurisdiction and any settlement amounts payable to a third party arising out of a third-party claim (“Claim”) alleging that the Services (including training data we may have used to train a model that powers the Services) infringe any third-party intellectual property right. This defense and indemnity obligation excludes claims to the extent arising directly or indirectly from: (i) combination of any Services with technology, products, services, or software not provided by Luma, (ii) fine-tuning, customization, or modification of the Services by any party other than us, (iii) Input or any training or other data you provide to us, (iv) your or your users’ or customers’ failure to comply with this Agreement or laws, regulations, or industry standards applicable to you or the use of our Services, or (v) claims based on the Output’s or your (or your users or customers use of the Output’s) actual or alleged intellectual property infringement or misappropriation. If we reasonably believe that all or any portion of the Services is likely to become the subject of any infringement claim, we may (x) procure, at our expense, the right for you to continue using the Services in accordance with this Agreement, (y) replace or modify the allegedly infringing Service so it is non-infringing, or (z), if (x) and (y) are not commercially practicable, we may, in our sole discretion, terminate this Agreement upon written notice to you and refund any prepaid amounts for unused Services. You will promptly comply with all reasonable instructions we provide you with respect to (x) through (y) above, including any instruction to replace, modify, or cease use of an impacted Service.

In order for us to defend you, you must and will provide us with: (1) reasonable written notice of the Claim; (2) the exclusive right to control and direct the investigation, defense and settlement of the Claim (provided that no settlement admitting liability on the part of the Customer may be made without the express written consent of the Customer, not to be unreasonably withheld); and (3) reasonable assistance and cooperation at your cost and expense.

No Training on Input

Notwithstanding Section 4.2 of our Terms of Service, we will not use Input that you submit to the Service via your Business or API use of the Service to train our artificial intelligence or machine learning models.