LUMA AI, INC.

Terms of Service

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These Terms of Service, including our Privacy Policy incorporated herein by reference (together, this “Agreement”), is a legally binding contract between you and Luma AI, Inc. (“Luma,” “us,” “we,” or “our”) regarding your use of the Services.  “Customer,” “you,” and “your” refer to the individual accepting this Agreement or, if the Services are being used on behalf of a company, organization, or other entity, to such entity; the individual accepting this Agreement on behalf of any such entity represents and warrants that they have authority to bind it.  If you are accessing Luma’s models via the API or paying for Luma on an Enterprise plan, please also consult the Enterprise Terms of Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING TO ACCEPT, ENTERING INTO AN ORDER REFERENCING THIS AGREEMENT, OR USING (OR PAYING FOR) THE SERVICES (THE DATE OF SUCH ACCEPTANCE IS THE “EFFECTIVE DATE”), YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, INCLUDING OUR PRIVACY POLICY, AND AGREE TO BE BOUND BY THEM AS A CONDITION OF YOUR USE OF THE SERVICES.  IF YOU DO NOT AGREE, YOU MAY NOT USE THE SERVICES. 

ARBITRATION NOTICE.  Except for certain kinds of disputes described in Section 16.2, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND LUMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.

1.  Defined Terms.  

Capitalized terms are defined in Section 17 or contextually throughout this Agreement.

2.  Overview.  

The Services allow users to create, modify, share, and otherwise use Output generated through Luma’s generative artificial intelligence technology.  

3.  The Service.

3.1 Platform and APIs.
Subject to this Agreement and the applicable Order, Luma will make the Platform or APIs available to Customer during the Subscription Term.  If Customer is a company or other entity, Customer’s Users may internally access the Platform or APIs on Customer’s behalf, and API Customers may permit API Users to access the APIs as part of Customer’s service offering.

3.2  Remote App. 
Subject to this Agreement and the applicable Order, Luma grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download an applicable Remote App onto a Supported Device.  Customer and its Users are responsible for installing all updates Luma makes available for the Remote App.  Remote Apps may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”).  If you obtain a Remote App through a Distribution Channel, you may be subject to additional terms and conditions of the Distribution Channel.  This Agreement is only between you and Luma, and not with the Distribution Channel.

3.3  Access.
To access the Services, Customer and its Users must register for an account (“Account”) and provide accurate, complete, and up-to-date information.  Only Users, using the mechanisms designated by Luma (“Log-in Credentials”), may access the Services.  Each User must keep its Log-in Credentials confidential.  Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials.  Customer will promptly notify Luma of any compromise of Log-in Credentials.  Luma may Process Log-in Credentials in connection with providing the Services.  You represent and warrant that: (a) you have not previously been suspended or removed from the Services; (b) your use of the Services complies with all Laws; and (c) you are at least 18 years old (or, if between 13 and 18, that you have your parent’s or legal guardian’s consent to be bound by this Agreement).  Users under 13 are not authorized to use the Services.  Luma may terminate Accounts inactive for an extended period.  COPPA NOTICE: Luma does not knowingly collect personal information from children under 13.  If Luma discovers that a user under 13 has provided personal information, it will promptly delete that information; contact support@lumalabs.ai if you believe this has occurred.

3.4  Restrictions and Acceptable Use. 
Except as otherwise expressly permitted in an Order or herein, Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users); (b) use the Services on behalf of, or to provide any product or service to, third parties on a service bureau, rental or managed services basis, provided that the foregoing restriction does not prohibit API Customers from using the APIs to connect the Services with Customer’s own applications and services or to provide API Users with access to the Services; (c) use the Services or Output for commercial purposes, unless permitted to do so under Section 4.9, or to compete with Luma or in a manner otherwise detrimental to Luma’s business; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs of the Services, except as required by Law, in which case Customer will provide Luma with prior written notice; (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) take any action that risks harm to others or to the security, availability, or integrity of the Services; (k) access or use the Services in a manner that violates any Law; (l) use the Services with Prohibited Data or for High Risk Activities; (m) access, search, or otherwise use any portion of the Services (including Output) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools); (n) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (o) subject any portion of the Services or any Luma intellectual property to any “open source” license that requires, as a condition of use, modification, or distribution, that any technology be disclosed in source code form, licensed for the purpose of making derivative works, or made re-distributable at no charge; (p) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services; (q) collect personal information about another user or third party without consent; or (r) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account on the Services without permission.  Customer acknowledges that the Services are not designed for HIPAA compliance and that Luma is not a Business Associate as defined under HIPAA.  Notwithstanding anything else in this Agreement, Luma has no liability for Prohibited Data or use of the Services for High Risk Activities.

3.5. Support.
Please contact us at support@lumalabs.ai if you experience any issue with respect to the Services.  We are under no obligation to respond to or to resolve all or any issue reported to us or to provide any updates, upgrades, or other technical or maintenance support with respect to the Services.

3.6.  Modifications to the Service.
Luma may modify or discontinue all or any part of the Services at any time (including by limiting or discontinuing certain features or functionality of the Services), temporarily or permanently, without notifying Customer (except that Luma will use commercially reasonable efforts to provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Services).  Luma will have no liability for any change or modification to the Services or any suspension or termination of access to or use of the Services as a result thereof.  Notwithstanding the foregoing, any such change or modification will only apply on a going-forward basis with respect to any Order entered into or renewed after Luma’s implementation thereof.

3.7. Customer Systems.
Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Services including any Supported Devices described in the Documentation.

3.8. Third-Party Technology.
Use of Third-Party Technology is subject to Customer’s agreements with the relevant provider and not this Agreement. Luma does not control and has no liability for Third-Party Technology, including their security, functionality, operation, availability, or interoperability with the Services or how the Third-Party Technology or their providers use Input.  By enabling any Third-Party Technology to interact with the Services, Customer authorizes Luma to access and exchange Input with such Third-Party Technology on Customer’s behalf.  The Services may also contain links to third-party websites. Linked websites are not under Luma’s control, and Luma is not responsible for their content.  Please be sure to review the terms of use and privacy policy of any Third-Party Technology or any such linked websites before you share any Input or other information with them. Third-Party AI Tools (as defined below) are not Third-Party Technology and are governed by the terms applicable to Third-Party AI Tools set forth in this Agreement.

3.9  Third-Party AI Tools.
Luma may provide access to Third-Party AI Tools (as defined in Section 17) in connection with the Services. Third-Party AI Tools may generate Output. Third-Party AI Tools may also take Actions, which means acting as a virtual agent interacting with the internet or other systems when you enable such actions through settings or prompts in the Service. By using the Services, you authorize Luma’s virtual agents to take Actions on your behalf based on your Input when you use the Service. Use of Third-Party AI Tools is subject to the third party’s terms and conditions and not this Agreement. Luma does not control and has no liability for Third-Party AI Tools, including their security, functionality, operation, availability, or interoperability with the Services. LUMA MAKES NO WARRANTIES REGARDING THIRD-PARTY AI TOOLS AND DISCLAIMS ALL LIABILITY ARISING FROM OR RELATED TO THIRD-PARTY AI TOOLS, INCLUDING ANY ACTIONS TAKEN BY SUCH TOOLS ON YOUR BEHALF. You acknowledge that Third-Party AI Tools may not perform as expected and that any Actions taken by Third-Party AI Tools are at your own risk.

3.10  Personal Data.
To the extent Personal Data (as defined in the Privacy Policy) is Processed in connection with the Services, Luma will comply with its Privacy Policy (lumalabs.ai/legal/privacy).

3.11  Suspension. 
Luma may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.4 or Section 4.5; (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Luma suspend the Services or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Luma’s other customers or the security, availability, or integrity of the Services.  Where practicable, Luma will use reasonable efforts to provide Customer with prior notice of the suspension.  If the issue that led to the suspension is resolved, Luma will use reasonable efforts to restore your access to the Services.

3.12. Usage Data and Aggregated Data. 
As between the parties, Luma owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof, and any and all new products, services, and developments, modifications, customizations, or improvements to the Services made based on the Aggregated Data or Usage Data.

3.13  Scope Limitations. 
Luma may establish and modify limits on storage, retention periods, and other aspects of the Services at any time without notice and has no liability for deletion or failure to store any Input or Output.

3.14. User Disputes. 
You are solely responsible for your interactions with other users.  Luma has no liability with respect to such interactions and no obligation to become involved in any user disputes.

3.15.  Account and Data Deletion. 
You may delete your Account at any time through your account settings or by contacting Luma at support@lumalabs.ai.  Upon deletion, Luma will cease using your personal data for its own purposes, subject to any retention obligations required by Law or set forth in the Privacy Policy (lumalabs.ai/legal/privacy).  For information about your rights regarding personal data — including the right to access, correct, or request deletion of your data — please refer to the Privacy Policy.  Note that deletion of your Account does not affect any licenses you have granted to Luma under this Agreement with respect to Input or Output that has already been incorporated into Luma’s systems, models, or Aggregated Data prior to deletion.

4.  Input and Generative AI.

4.1  Input Generally.
You retain any copyright and other proprietary rights in your Input, subject to the licenses granted in this Agreement.  Customer is responsible for its Input, including its content and accuracy, and will comply with Laws and the usage restrictions set forth in the Sections 3.4 and 4.7 of this Agreement.  You agree to pay all amounts owing to any person or entity resulting from uploading your Input and from Luma’s exercise of the licenses in Section 4.

4.2. Use of Input.

4.2(a)  During Paid Use.
You hereby grant to Luma a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to use, host, and store Input provided during an active Subscription Term, solely as reasonably necessary to: (1) provide the Services; (2) derive or generate Usage Data or Output; (3) create and compile Aggregated Data; (4) improve the Services and develop new products and services; (5) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Luma in connection with the Services; or (6) as otherwise required by Laws, agreed to in writing by the parties, or otherwise permitted herein.  The foregoing license will be perpetual and irrevocable with respect to any Input contained, incorporated, embodied, or otherwise reflected in Output, Usage Data, or Aggregated Data .

4.2(b)  During Free Use.
The license granted above is expanded to also include the right to publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works of, and distribute Input, in whole or in part, in any media formats and through any media channels, for all purposes set forth in Section 4.2(a).  The foregoing license will be perpetual and irrevocable with respect to any Input contained, incorporated, embodied, or otherwise reflected in Output, Usage Data, or Aggregated Data.

4.3  Usage Data and Aggregated Data.  
Luma may Process Usage Data and Aggregated Data for any lawful business purpose, including billing, support, product improvement, AI model development, analytics, and benchmarking.  Customer will not interfere with the collection of Usage Data or Aggregated Data.

4.4. Security and Processing.
Luma will implement reasonable technical and organizational measures to protect Input from unauthorized access, use, or disclosure.  Customer is solely responsible for its Input and for backing up Input.  Input is not subject to the confidentiality obligations of Section 13.

4.5. Customer Obligations.
Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) use the Services to engage in any regulated activity without complying with applicable regulations, or to engage in or facilitate any illegal activity, including distributing illegal substances, goods, or services, exploiting or harming children, facilitating the exchange of illegal or highly regulated goods, or developing weapons of mass destruction, cyberweapons, or malicious code capable of causing mass casualties or widespread harm; (b) use the Services to generate pornographic or sexually explicit content; (c) use the Services for deceptive, fraudulent, or abusive purposes, including to: create deepfakes or similarly deceptive Output; impersonate any person or entity or claim a false affiliation or identity; engage in political manipulation or spread misinformation or misleading information about any person, group, or entity; defraud, scam, spam, mislead, bully, harass, defame, or discriminate based on protected attributes; sexualize children; promote or incite violence or hatred; or create psychologically harmful content; (d) misrepresent (1) the source of any Output or (2) that Output is human-generated; (e) provide any third party with access to any model provided through the Services; (f) unless Customer holds a subscription permitting commercial use of Output as described in Section 4.9, distribute, sell, or otherwise make available any Output through any marketplace or store not owned or operated by Luma; or (g) use the Services or Output, directly or indirectly, to create, test, train, or otherwise develop any artificial intelligence or machine learning models, systems, architecture, weights, or related technology.

4.6. Specific Rules for Photographs and Images.
If you Upload a photograph or image to the Services that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, but not to promote any third-party product, good, or service.  The license contained in this Section does not permit the subject of any photo or their administrators, guardians, heirs, or trustees to sell that image or photograph, whether on a standalone basis or as embodied in any product (including your products and services).  If you use any Output that identifies or resembles a person, you will publicly identify that such Output was AI generated.

4.7. Ownership of Input.  
You must not Upload Input if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input. Luma disclaims any and all liability in connection with Input. You are solely responsible for your (and your Users’ or API User’s, as applicable) Input and the consequences of providing Input via the Services. By providing Input via the Services, you affirm, represent, and warrant to us that: (a) you are the creator and owner of the Input, or have the necessary licenses, rights, consents, and permissions to authorize Luma and users of the Services to use and distribute your Input as necessary to exercise the licenses granted by you in this Section 4, in the manner contemplated by Luma, the Services, and this Agreement; (b) the Input, and the Uploading or other use of your Input as contemplated by this Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any intellectual property, contract, or proprietary right; (ii) cause Luma to violate any law or regulation or require Luma to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; or (iii) violate the Policies or any Laws; and (c) the Uploading of Input is not intended to generate Output that is substantially similar to any form of intellectual property owned or controlled by a third party.

4.8  Input Disclaimer; Monitoring.  
Luma is not responsible for, does not control, and has no obligation to monitor: (a) Input or Output; (b) any content made available by third parties; or (c) the use of the Services by its users. Customer waives any legal or equitable right or remedy against Luma with respect to Input or Output. Notwithstanding the foregoing, Luma reserves the right to monitor any information transmitted or received through the Services (including Input and Output) for operational and other purposes, and may in its sole judgment, at any time and without notice, screen, edit, block, filter, mute, remove, or disable access to any Input or Output that violates this Agreement, is alleged to violate the rights of third parties, or is otherwise objectionable, without any liability to Customer or any user. Luma’s election to monitor (or not monitor) does not create any responsibility or liability for content or any loss or damage incurred as a result thereof. During monitoring, information may be examined, recorded, copied, and used in accordance with the Privacy Policy. If notified that Input or Output allegedly violates any Laws or the rights of a third party, Luma may investigate and determine in its sole discretion whether to remove the applicable Input or Output. Luma does not permit infringing activities on the Services.

4.9. Output.

4.9(a)  Ownership. 
As between the parties and to the greatest extent permitted by Law, Customer owns and retains all right, title, and interest in and to the Output and Luma hereby assigns to Customer all of Luma’s right, title, and interest in and to the Output.  The foregoing assignment above does not include any right, title, or interest in Output of any third party.  Notwithstanding the foregoing, Customer acknowledges and agrees that it can only use the Outputs for commercial purposes if the Outputs were produced during an active Subscription Term under Customer’s paid subscription allowing for the commercial use of those Outputs.  Luma reserves the right, in its sole discretion and without prior notice, to embed watermarks, content credentials, provenance metadata, or other identifying information in or associated with Output, including as may be required by applicable Laws.  Customer will not, and will not permit its Users to, remove, alter, obscure, or circumvent any such watermarks, metadata, or content credentials.

4.9(b)  During Paid Use.
You hereby grant to Luma a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to Process, host, and store Output produced during an active Subscription Term, solely to: (1) provide or improve the Services or develop new products or services; (2) create and compile Aggregated Data; or (3) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Luma in connection with the Services .

4.9 (c). During Free Use. 
You hereby grant to Luma a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works of, and distribute, Output produced outside of an active Subscription Term, in whole or in part, in any media formats and through any media channels, in each case, (1) to provide or improve the Services or develop new products or services, (2) create and compile Aggregated Data, or (3) to create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Luma in connection with the Services .

4.9(d)  Certain Acknowledgments. 
CUSTOMER ACKNOWLEDGES AND AGREES THAT: (A) OUTPUT MAY CONTAIN ERRORS, INCONSISTENCIES, OR INACCURACIES DUE TO THE INHERENT TECHNICAL LIMITATIONS AND PROBABILISTIC NATURE OF ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING TECHNOLOGY; (B) OUTPUT MAY NOT BE UNIQUE OR SPECIFIC TO CUSTOMER, AND OTHER USERS MAY RECEIVE SIMILAR OR IDENTICAL OUTPUT; (C) OUTPUT OR PORTIONS THEREOF MAY BE OWNED OR CONTROLLED BY A THIRD PARTY OR SUBJECT TO INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS, AND CUSTOMER MAY HAVE NO RIGHT OR LICENSE TO USE OR OBTAIN INTELLECTUAL PROPERTY PROTECTION FOR SUCH OUTPUT; AND (D) OUTPUT DOES NOT CONSTITUTE LEGAL, MEDICAL, FINANCIAL, PSYCHOLOGICAL, OR OTHER PROFESSIONAL ADVICE; LUMA DOES NOT REVIEW OUTPUT FOR PROFESSIONAL ACCURACY, AND CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH ANY RELIANCE ON OUTPUT FOR PROFESSIONAL OR REGULATED PURPOSES.

5.  Digital Millennium Copyright Act.

5.1. Respect of Third-Party Rights. 
Luma respects intellectual property rights and does not permit infringing activity on the Services.  Complaints should be submitted per the procedure in Section 5.3.

5.2.  DMCA Notification. 
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended).  If you have an intellectual property rights-related complaint about any material on the Services, you may contact our Designated Agent at the following address:

Luma AI, Inc.

Attn: Legal Department (IP Notification)

715 Alma Street, Palo Alto, CA 94301

Email: ip-infringement@lumalabs.ai

5.3.  DMCA Procedures. 
Notifications of claimed infringement, counter notifications, reposting of removed content, and repeat infringer policies shall be handled in accordance with the procedures set forth in 17 U.S.C. § 512. Luma reserves the right to remove or disable access to material that Luma believes in good faith to be infringing, and to terminate the accounts of repeat infringers. Any person who knowingly materially misrepresents that material is infringing, or was removed by mistake, shall be liable for damages as provided under 17 U.S.C. § 512(f). Luma reserves the right to suspend or terminate accounts of users at its sole discretion.

6.  Communications.

6.1  Push Notifications.
When you install our Remote Apps, you agree to receive push notifications, which you may disable in your Supported Device’s settings.  Luma may also send you emails regarding its products, services, and those of third parties; you may opt out of promotional emails at any time by following the unsubscribe instructions in any such email.

7.  Commercial Terms.

7.1. Subscription Term Renewal. 
Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term at Luma’s then-current rates (as set forth on Luma’s pricing page and subject to Section 7.4), unless you cancel before the renewal date.  Customer may cancel the Services through Customer’s account settings or by emailing Luma at support@lumalabs.ai.  YOUR CANCELLATION MUST BE RECEIVED AT LEAST ONE DAY BEFORE THE EXPIRATION OF THE THEN-CURRENT SUBSCRIPTION TERM IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION TERM.  Where required by applicable Law, Luma will send you a reminder notice before your Subscription Term renews, including the amount that will be charged and instructions for cancellation.

7.2. Fees. 
Certain Services require payment of fees (“Fees”).  You will have an opportunity to review Fees before being charged.  You represent and warrant that your payment information is complete, accurate, and that you are authorized to use the applicable payment method.  Fee disputes must be submitted to Luma in writing within sixty (60) days of billing, or as otherwise required by Law.  You are responsible for all applicable taxes, except taxes on Luma’s net income.  All Fees are final and non-refundable unless otherwise determined by Luma.

7.3. Authorization. 
LUMA DOES NOT PROCESS PAYMENT FOR ANY FEES.  Payments are processed by Stripe, Inc. (“Stripe”), subject to the Stripe Terms (https://stripe.com/legal) and Stripe’s Privacy Policy (https://stripe.com/privacy) (collectively, the "Stripe Agreements").  By using the Services’ payment features, you agree to the Stripe Agreements.  You authorize Stripe to: (a) store your payment information, (b) continue billing your payment method even after expiration to avoid service interruptions, and (c) bill your payment method prior to renewal Subscription Terms.  Keep your Stripe account information current.  If your payment method is invalid at renewal, Luma may delete your Account and associated data without liability.

7.4. Pricing. 
Luma may change Fees at any time with at least thirty (30) days’ notice (via the Services, pop-up, email, or other reasonable means). Renewal Fees are at Luma’s then-current rates, regardless of any prior discounts or promotional pricing, unless otherwise set forth in an Order.   Continued use after a price change constitutes acceptance of the new Fees.  Promotional pricing offered to other customers does not apply to Customer’s Order unless Luma expressly extends it to Customer.

8.  Representations and Warranties; Disclaimer.

8.1  Representations and Warranties. 
Each party represents and warrants to the other party that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of its obligations under this Agreement.  Customer represents and warrants to Luma that: (a) it will comply with all Laws; and (b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority to fully comply with its obligations under this Agreement (including, without limitation, to submit, upload, transmit, or use Input in connection with the Services and to grant Luma the rights in Section 4.2 and in Section 10) without violating Laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, publicity, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement or privacy policies with a third party.

8.2  Disclaimer. 
THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Luma does not disclaim any warranty or other right that Luma is prohibited from disclaiming under Law. THE SERVICES AND OUTPUT ARE PROVIDED “AS IS.” EXCEPT AS EXPRESSLY SET FORTH HEREIN, LUMA, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, LUMA DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LUMA MAKES NO WARRANTY REGARDING THE PRESERVATION OF INPUT OR OUTPUT OR THE SUITABILITY OF OUTPUT AS A REPLACEMENT FOR ANY SAFETY OR COMPLIANCE MEASURE. NO INFORMATION OBTAINED FROM OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. CUSTOMER USES THE SERVICES AT ITS OWN DISCRETION AND RISK. LUMA IS NOT LIABLE FOR DELAYS OR FAILURES CAUSED BY THE INTERNET, ELECTRONIC COMMUNICATIONS SYSTEMS, OR OTHER FACTORS OUTSIDE LUMA’S CONTROL. CUSTOMER MAY HAVE STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD.

9.  Term and Termination.

9.1 Term. 
This Agreement starts on the Effective Date and continues until the earlier of (a) expiration or termination of all Subscription Terms, or (b) termination of this Agreement pursuant to Section 9.2.

9.2. Termination. 
Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.  If Customer violates any provision of this Agreement, then Customer’s authorization to access the Services and this Agreement automatically terminate.  In addition, Luma may, in its sole discretion, terminate this Agreement or Customer’s Account on the Services, or suspend or terminate Customer’s access to the Services, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination.  You may terminate your Account and this Agreement at any time through your account settings or by contacting Luma at support@lumalabs.ai.

9.3. Effect of Termination. 
Upon expiration or termination of an Order or this Agreement, Customer’s access to and Luma’s obligations to provide the Services will cease.  During a Subscription Term and for the 30 day period immediately following the date of expiration or earlier termination of the applicable Subscription Term, Customer may export Input from the applicable Service using the export features described in the applicable Documentation.  After that 30 day period, Luma will be under no obligation to store or retain the applicable Input and may delete the applicable Input at any time in its sole discretion.  Input and other Confidential Information, as defined in Section 13, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions.

9.4  Survival. 
These provisions survive expiration or termination of this Agreement: Section 3.4 (Restrictions), Section 3.12 (Usage Data and Aggregated Data), Section 4 (Input and Generative AI), Section 7 (Commercial Terms), Section 8 (Representations and Warranties; Disclaimer),Section 9.3 ( Effect of Termination), Section 9.4 (Survival), Section 10 (Ownership), Section 11 (Limitations of Liability), Section 12 (Indemnification), Section 13 (Confidentiality), Section 15 (Modifications), Section 16 (Miscellaneous), and Section 17 (Definitions), and any other provision that, by its terms, is intended to survive expiration or termination.  Except where an exclusive remedy is provided in this Agreement, exercising a remedy under this Agreement, including termination, does not limit other remedies a party may have.

10.  Ownership.

10.1. Reservation of Rights. 
Neither party grants the other any rights or licenses not expressly set out in this Agreement.  Except as expressly provided in this Agreement, as between the parties, Customer retains all intellectual property rights and other rights in Input and Output.  Except for Customer’s use rights in this Agreement, Luma and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, Usage Data, Aggregated Data, and Luma’s technology, materials, interfaces, content, information, or other forms of intellectual property used in connection with the Services, including any modifications or improvements to these items made by us or on our behalf.

10.2.  Feedback. 
We respect and appreciate the thoughts and comments from our users.  If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby transfer and assign to Luma all of your intellectual property and other rights in such Feedback.  Luma may exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.  We will have no obligation to provide you with attribution for any Feedback you provide to us.

10.3. Trademarks. 
The name, logos, trademarks, service marks, and other branding elements of Luma or its products or services (collectively the “Luma Trademarks”) are owned by Luma.  Other names, logos, trademarks, service marks, or other branding elements used or otherwise displayed via the Service are owned by Luma’s third-party licensors, each of whom may or may not endorse or in any way be affiliated with Luma.  Nothing in this Agreement, Documentation, Policies, Additional Terms, or the Services will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Luma Trademarks without our prior written consent (which may be revoked at any time by Luma in its sole discretion).  All goodwill generated from any approved use of Luma Trademarks will inure to our exclusive benefit.

11.  Limitations of Liability.  

Neither Luma’s nor its suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance (including those arising from: (a) the use or the inability to use the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of Input or Output; (d) statements or conduct of any other user of the Service; or (e) any other matter relating to the Services).  EXCEPT AS PROVIDED IN SECTIONS 16.2(e) AND 16.2(f), NEITHER LUMA’S NOR ITS SUPPLIERS’ OR LICENSORS’ TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED IN THE AGGREGATE THE GREATER OF: (A) $50.00 (USD); OR (B) THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LUMA PURSUANT TO THIS AGREEMENT DURING THE 6 MONTHS PRIOR TO THE DATE ON WHICH THE APPLICABLE CLAIM GIVING RISE TO THE LIABILITY AROSE UNDER THIS AGREEMENT.  THE WAIVERS AND LIMITATIONS IN THIS SECTION 11 APPLY REGARDLESS OF THE FORM OF ACTION AND TO THE FULLEST EXTENT PERMITTED BY LAW.

12.  Indemnification.

Customer will defend or at its option settle any claims, demands, or actions brought by a third party (“Claims”) against Luma, its affiliates, and their respective directors, officers, employees, agents, successors and assigns (collectively “Luma Parties”) arising out of or in connection with: (1) the Input or Output; (2) its or its Users’ violations of Law, fraud, gross negligence, or willful misconduct; or (3) its or its Users’ breach or non-fulfillment of any representation, warranty, or covenant in this Agreement.  The applicable Luma Party will provide Customer with: (1) reasonable written notice of the Claim (provided that any delay in providing notice will not relieve Customer of its indemnity obligations under this Agreement unless, and only to the extent, the Customer was prejudiced by the delay); (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 Luma Party may be made without the express written consent of the Luma Party); and (3) reasonable assistance and cooperation at Customer’s sole cost and expense.  Luma may participate in a Claim with its own counsel at its own expense.  Customer will pay, on the Luma Parties’ behalf, all damages awarded in a final judgment or settlement of such Claims (including reasonable attorney’s fees, interest, and penalties to the extent included therein).

13.  Confidentiality.

13.1. Definition. 
“Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure.  Our Confidential Information includes the terms and conditions of this Agreement and any technical or performance information about the Services.

13.2. Obligations. 
As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Use of Input); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement.  At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Luma is the Recipient, Luma may retain the Customer’s Confidential Information to the extent required to continue to provide the Services.  Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 13 and they are bound to confidentiality obligations no less protective than this Section 13.

13.3. Exclusions. 
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.

13.4. Remedies. 
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy.  Each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13, without the necessity of posting any bond or proving actual damages.

13.5. Required Disclosures. 
Nothing in this Agreement prohibits either party from making disclosures, including of Input and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment.

14.  Trials.  

If Customer or its Users receive access to or use of Services or features thereof on a trial basis or as an alpha, beta, or early access offering (“Trials”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Luma (not to exceed 14 days unless otherwise agreed upon by the parties in writing).  These Trials will be considered part of the Services and, subject to the remainder of this Section, all provisions of this Agreement relating to the Services will apply to these Trials.  Trials are optional and either party may terminate Trials at any time for any reason.  Trials may be inoperable, incomplete, or include features that Luma may never release, and their features and performance information are deemed to be Luma’s Confidential Information.  Luma may suspend Customer’s and its Users’ access to the Trials at any time.  Customer’s and its Users’ use of Trials is at their own risk.  Notwithstanding Section 4.9, any Output generated or derived from your use of these Trials may only be used for your internal evaluation and testing of the Trial and for no other purpose.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LUMA PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS, AND OUR LIABILITY FOR TRIALS WILL NOT EXCEED US $50.00.

15.  Modifications.  

Luma may modify this Agreement from time to time with notice to Customer.  Modifications take effect at Customer’s next Subscription Term or Order unless Luma indicates an earlier effective date.  If Luma requires modifications with an earlier effective date and Customer objects, Customer’s exclusive remedy is to terminate this Agreement with notice to Luma, in which case Luma will provide Customer a refund of any pre-paid Fees for the terminated portion of the current Subscription Term.  To exercise this termination right, Customer must notify Luma of its objections within 30 days after Luma’s notice of the modified Agreement.  Once the modified Agreement takes effect Customer’s continued use of the Service constitutes its acceptance of the modifications.  Luma may require Customer to click to accept the modified Agreement.

16.  Miscellaneous.

16.1  General Provisions. 
The parties are independent contractors, not agents, partners, or joint venturers.  This Agreement, including the Privacy Policy and any other agreements incorporated by reference, is the entire agreement between the parties regarding the Services.  Customer purchase orders and other ordering documents have no legal effect on this Agreement.  Customer may not assign this Agreement without Luma’s prior written consent; Luma may assign this Agreement at any time without notice.  Failure to enforce any provision is not a waiver of future enforcement.  Section headers are for convenience only.  Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., strikes, war, natural disasters, Internet failures).  “Including” means “including but not limited to.” If any provision is invalid or unenforceable, the remaining provisions remain in full force.  Any claim under this Agreement must be commenced within one (1) year after it accrues or will be permanently barred.  Luma may use subcontractors but remains responsible for their compliance with this Agreement.

16.2. Arbitration. 
See Section 16.2(a)–(j) below for the full arbitration terms.

16.2(a)  Generally.
Except as described in Sections 16.2(b) and 16.2(c) below, you and Luma agree that every dispute arising in connection with this Agreement, the Services, or communications from us will be resolved through binding arbitration.  This agreement to arbitrate includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement.  Any dispute relating to the interpretation, applicability, or enforceability of this arbitration agreement will be resolved by the arbitrator.

16.2 (b) Exceptions. 
Although we are agreeing to arbitrate most disputes between us, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

16.2(c)  Opt-Out. 

If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 16.2 within 30 days after the date that you agree to this Agreement by sending a letter to Luma AI, Inc., Attention: Legal Department – Arbitration Opt-Out, 715 Alma Street, Palo Alto, CA 94301 that specifies: your full legal name, the email address associated with your Account on the Services, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”).  Once Luma receives your Opt-Out Notice, this Section 16.2 will be void and any action arising out of this Agreement will be resolved as set forth in Section 16.3.  The remaining provisions of this Agreement will not be affected by your Opt-Out Notice.

16.2 (d)  Arbitrator. 

This arbitration agreement, and any arbitration between us, is subject to the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement.  The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Luma.

16.2(e)  Commencing Arbitration.
Before initiating arbitration, you and Luma agree to first attempt to resolve any dispute informally.  The party with a grievance must contact the other party in writing — you may contact Luma at support@lumalabs.ai or at the address below — and describe the nature of the dispute and the relief sought.  The parties will make good faith efforts to resolve the dispute within sixty (60) days of that initial written notice (the “Informal Resolution Period”).  If the dispute is not resolved within the Informal Resolution Period, either party may then initiate arbitration by sending a formal Notice of Arbitration by certified U.S. Mail or Federal Express (signature required) or, if no physical address is available, by electronic mail.  Luma’s address for Notice is: Luma AI, Inc., 715 Alma Street, Palo Alto, CA 94301.  The Notice of Arbitration must: (a) identify the name or Account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”).  If you commence arbitration in accordance with this Agreement, Luma will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules.  If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.

16.2 (f) Arbitration Proceedings. 
Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence.  During the arbitration, the amount of any settlement offer made by you or Luma must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.  Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

16.2(g)  Arbitration Relief.
Except as provided in Section 16.2(h) below, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction.  If the arbitrator awards you an amount higher than the last written settlement amount offered by Luma before an arbitrator was selected, Luma will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000.  The arbitrator’s award shall be final and binding on all parties, except (1) for judicial review expressly permitted by law or (2) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law.  Judgment on the award may be entered in any court having jurisdiction.

16.2 (h). No Class Actions. 
YOU AND LUMA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and Luma agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

16.2 (i) Modifications to this Arbitration Provision. 
If Luma makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Luma’s address for Notice of Arbitration, in which case your Account with Luma will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

16.2(j)  Enforceability.
If Section 16.2(h) above or the entirety of this Section 16.2 is found to be unenforceable, or if Luma receives an Opt-Out Notice from you, then the entirety of this Section 16.2 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.3 will govern any action arising out of or related to this Agreement.

16.3. Governing Law; Venue. 
This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods.  The jurisdiction and venue for actions related to this Agreement will be exclusively the state and United States federal courts located in San Mateo County, California, and both parties submit to the personal jurisdiction of those courts.

16.4. Additional Terms. 
Customer’s use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that Luma may post on or link to from the Services (“Additional Terms”).  All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

16.5. Consent to Electronic Communications. 
By using the Services, Customer consents to receiving electronic communications from Luma as described in the Privacy Policy.  All such communications satisfy any legal requirement that notices be in writing.

16.6  Contact Information.
The Services are offered by Luma AI, Inc., located at 715 Alma Street, Palo Alto, CA 94301.  Customer may contact Luma by sending correspondence to that address or by emailing Luma at support@lumalabs.ai.

16.7. Notice to California Residents. 
If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.

16.8. International Use; Export. 
The Services are intended for visitors located within the United States.  We make no representation that the Services are appropriate or available for use outside of the United States.  Access to the Services from countries or territories or by individuals where such access is illegal is prohibited.  Customer agrees to comply with all relevant U.S. and foreign export and import Laws in using the Services, Input, and Output.  Customer (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agrees not to access or use the Services in violation of any U.S. export embargo, prohibition or restriction, and (c) will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

16.9. Government End-Users. 
Elements of the Services are commercial computer software.  If the user or licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Services or any related documentation of any kind, including technical data and manuals, is restricted by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes.  All other use is prohibited.

Distribution Channel Notices. (a) Apple. This sub-section applies only to the extent Customer is using the Remote App on an iOS device. This Agreement is between Customer and Luma only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Remote App or its content. Apple has no obligation to provide maintenance or support for the Remote App. If the Remote App fails to conform to any applicable warranty, Customer may notify Apple and Apple will refund any applicable purchase price; to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Remote App. Apple has no liability with respect to the Remote App, including for: (i) product liability claims; (ii) failure to conform to applicable legal or regulatory requirements; (iii) consumer protection claims; or (iv) third-party intellectual property infringement claims. Customer agrees to comply with any applicable third-party terms. Apple and its subsidiaries are third-party beneficiaries of this Agreement. Customer represents and warrants that it is not located in an embargoed country or listed on any U.S. Government prohibited or restricted parties list. (b) Google. This sub-section applies only to the extent Customer is using a Remote App downloadable from the Google Play Store. This Agreement is between Customer and Luma only, and not with Google, Inc. (“Google”). Customer’s use of such Remote App must comply with Google’s then-current Google Play Terms of Service. Google is only a provider of the Google Play Store. Luma, and not Google, is solely responsible for such Remote App. Google has no obligation or liability to Customer with respect to such Remote App or this Agreement. Google is a third-party beneficiary to this Agreement as it relates to such Remote App.

17.  Definitions.

“Aggregated Data” means Usage Data that has been aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.

“API Customer” means a Customer that subscribes to the API version of the Services.

“API User” means any API Customer’s end user of the Service.

“Documentation” means all documentation, materials, or information, technical or otherwise, relating or used with respect to the applicable Services, including specifications, operating manuals, user instructions, and technical literature, in any form, in each case provided or made available to Customer by Luma from time to time.

“High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, or air traffic control.

“Input” means any data, information, content or materials (including messages, photos, video or audio, images, folders, data, text, and any other works of authorship or other works) that Customer (including its Users) submits, uploads, provides, makes available, or otherwise transmits (collectively, “Upload”) in connection with the Services.

“Laws” means all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy, data transfer, international communications, and export of data, including Personal Data (as defined in the Privacy Policy) and Input.

“Order” means an order that is executed by the parties or a process Customer completes through the online order flow Luma provides, each of which references this Agreement.

“Output” means any data, results, output, or other content (including three-dimensional renderings) that is generated or derived from Input (excluding Usage Data or Aggregated Data), and provided to Customer via the Services, excluding Third-Party Content.

“Policies” means Luma’s acceptable use policies (as set forth in Sections 3.4 and 4.7 of this Agreement) and other policies regarding usage of the Services as may be made available by Luma from time to time. 

“Privacy Policy” means Luma’s privacy policy available at lumalabs.ai/legal/privacy, as updated from time to time.

“Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process.

“Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (b) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws.

“Remote App(s)” means Luma’s proprietary Software, mobile application(s) to be installed on Supported Devices as described in the Documentation.

“Service(s)” means Luma’s proprietary, generative artificial intelligence product(s) or service(s) that are provided or made available to you by Luma under this Agreement which allow you to create, modify, share, and otherwise use Output.  The Services may include Luma’s online cloud platform (“Platform”), application programming interfaces (“APIs”), Remote Apps, or other Software.

“Software” means any machine learning models, software, scripts, or other code provided or made available by Luma to you under this Agreement in object code format.

“Subscription Term” means the period during which Customer’s subscription to access and use an applicable Service is in effect, as identified in the applicable Order.

“Supported Device” means a hardware device on which a Remote App can be installed on and used as defined in the Documentation.

“Third-Party Technology” means any platform, add-on, service, plug-in, or other third-party product or service that Customer elects to integrate or enable for use with the Services. Third-Party Technology does not include Third-Party AI Tools.

“Third-Party AI Tools” means any artificial intelligence or machine learning models, agents, or other AI-powered functionalities provided by a third party and made available by Luma through the Services for users generally.

“Third-Party Content” means any data, results, output, or other content (including three-dimensional renderings) that is not first generated by the Services and is not Input.

“Usage Data” means information generated from the use of the Services, such as technical logs, data, and learnings about Customer’s use of the Services, but excluding the contents of any Input or Output. By way of example, Usage Data may include metadata regarding Input and Output such as file types, requested operations or instructions to the Services (e.g., “create a video of”), size and number of files, and language settings, but will not include the actual content of such Input or Output.

“User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf.