Luma AI - Terms of Service
Luma AI - Terms of Service
Terms of Service
Last Updated: 11thJune 2024
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.
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. Certain capitalized terms used in this Agreement are defined in Section 17 (Definitions) and others are defined contextually in this Agreement.
2. Overview. The Services provides certain features and functionalities that allow users to create, modify, share, and otherwise use renderings generated or created through the use of generative artificial intelligence technology.
3. The Service.
3.1. Platform and APIs. To the extent access to the Platform or APIs are purchased or otherwise made available to you as a Service pursuant to an Order and subject to the terms and conditions of this Agreement and the applicable Order, Luma will make the Platform or APIs available to Customer during the Subscription Term to use its Output as allowed under this Agreement. If Customer is a company or other entity, Customer’s Users may internally access the Platform or APIs on Customer’s behalf.
3.2. Remote App. Subject to the terms and conditions of 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 to create, manage, or otherwise use its Output. Customer and its Users are responsible for installing all updates that Luma provides or makes available for download to 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, in doing so, may be required to provide Luma with information (such as name, email address, or other contact information). Customer agrees that the information it provides to Luma is accurate, complete, and not misleading and that it will keep it accurate and up to date at all times. Only Users, using the mechanisms designated by Luma (“Log-in Credentials”), may access and use the Services. Each User must keep its Log-in Credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and all actions taken through their Log-in Credentials. Customer will promptly notify Luma if it becomes aware of any compromise of any Log-in Credentials. Luma may Process Log-in Credentials in connection with Luma’s provision of the Services or for Luma’s internal business purposes. You represent and warrant to Luma that: (a) you have not previously been suspended or removed from the Services; (b) your registration and use of the Services is in compliance with all Laws; and (c) you are at least 18 years old. If you are under 13 years old, you are not authorized to use the Services. If you are under 18 years old, you represent and warrant that you have your parent’s or legal guardian’s consent to use the Service and to be bound by the terms and conditions of this Agreement. Luma reserves the right to terminate Accounts that are inactive for an extended period of time.
3.4. Restrictions. 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; (c) use the Services or Output for commercial purposes 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 to the Services, except to the extent expressly permitted by Law (and then only with prior notice to Luma); (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 right in any portion thereof to the terms of any “open source” license (including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (1) be disclosed or distributed in source code form, (2) be licensed for the purpose of making derivative works, or (3) be re-distributable at no charge); (p) implement the APIs in any software or other technology or to support any interfaces between computing devices or computing functions other than as expressly required to use the Services as permitted herein or in the Documentation; (q) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services; (r) collect personal information about another user or third party without consent; or (s) 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 intended to meet any legal obligations for these uses, including HIPAA requirements, 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 Service 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 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 require 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 Platforms 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 Platform 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 Once sharing occurs, Luma will have no control over the information that has been shared. Please be sure to review the terms of use and privacy policy of any Third-Party Technology or providers of any such linked websites before you share any User Content or information with them. Once sharing occurs, Luma will have no control over the information that has been shared.
3.9. Personal Data. To the extent Personal Data as defined in Luma’s Privacy Policy is uploaded, transmitted, submitted, provided, or Processed in connection with Customer’s use of the Services, Luma will comply with the Privacy Policy.
3.10. Suspension. Luma may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.4 (Restrictions) or Section 4.4 (Customer Obligations); (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.
3.11. 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.
3.12. Scope Limitations. You acknowledge and agree that: (a) Luma may, from time to time, establish general practices and limits concerning the use of the Services, including imposing limits on the maximum period of time that Input or Output will be retained by the Services and the maximum storage space that will be allotted on Luma’s or its third-party service providers’ servers on your behalf; and (b) Luma has no responsibility or liability for the deletion or failure to store any Input or Output maintained or used in connection with the Services. You further acknowledge that Luma AI reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
3.13. User Disputes. You agree that you are solely responsible and liable for your interactions with any other user of the Service, and Luma will have no liability or responsibility with respect thereto. Luma reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Services.
4. Input and Generative AI.
4.1. Input Generally. You retain any copyright and other proprietary rights that you may hold in the Input that you Upload to the Services, 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 Policies when using the Services. Customer represents and warrants that it has made all disclosures, provided all notices, and has obtained all rights, consents, and permissions necessary for Luma to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process Input as set forth in this Agreement without violating or infringing Laws, third-party rights, or terms or policies that apply to the Input. You agree to pay all monies owing to any person or entity resulting from uploading the Input and from Luma’s exercise of the license set forth in this Section 4 (Input and Generative AI).
4.2. Use of Input. Customer grants Luma a worldwide, non-exclusive, irrevocable, 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 as authorized in this Agreement, and distribute Input, in whole or in part, in any media formats and through any media channels, in each case, including as reasonably necessary to: (a) provide the Services; (b) derive or generate Usage Data or Output; (c) create and compile Aggregated Data; or (d) as otherwise required by Laws, agreed to in writing between the parties, or otherwise permitted herein. The foregoing license will be perpetual and irrevocable with respect to any Input contained, incorporated, included embodied, or otherwise reflected in Output, Usage Data, or Aggregated Data. Without limiting the generality of the foregoing license, Luma may Process Usage Data, Aggregated Data, or Input for its lawful business purposes, including to: (a) track use of the Services for billing purposes; (b) provide support for the Services; (c) monitor the performance and stability of the Services; (d) prevent or address technical issues with the Services; (e) improve the Services, its other products and services, and to develop new products and services; (f) 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; and (g) for all other lawful business practices, such as analytics, benchmarking, and reports. Customer will not interfere with the collection of Usage Data or Aggregated Data.
4.3. Security and Processing. Luma will implement reasonable technical and organizational measures designed to protect the Input from unauthorized access, use, or disclosure. Customer is solely responsible for its Input, including its content and accuracy, and for backing up Input. Input is not subject to the confidentiality obligations under Section 13, and each Party’s rights and obligations with respect to the use and security thereof are governed by this Section 4.3.
4.4. 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 regulated activity without complying with applicable regulations, or promote or engage in any illegal activity, including the development or distribution of illegal substances, goods, or services or exploitation or harm of children;
b) Use the Services to generate pornographic or sexually explicit content;
c) Use the Services to create deepfakes (or similarly deceptive Output);
d) Use the Services to engage in political activity, including any manipulation or attempted manipulation of governments or elections, or to spread misinformation or misleading information about a person, group, or entity;
e) Use the services to create psychologically harmful content;
f) Facilitate or promote the exchange of illegal or highly regulated goods;
g) Use the Services to defraud, scam, spam, mislead, bully, harass, defame, discriminate based on protected attributes, sexualize children, or promote or incite violence or hatred;
h) misrepresent (1) the source of the Output, or (2) that Output is human-generated;
i) provide any third party with access to any model provided through the Services;
j) unless Customer purchases a subscription allowing use of Outputs for commercial purposes as further described in Section 4.9, provide, resell, license, distribute, sell, offer for sale, or otherwise make available for purchase any Output through or on any marketplace, store, or other location not owned or operated by Luma that displays or otherwise makes available any output of other Service users; or
k) use the Services or any content, data, information, or other materials made available through the Services (including Output) for purposes of, directly or indirectly, creating, testing, improving, training, or otherwise developing your or any third party’s artificial intelligence or machine learning models, systems, architecture, weights or related technology.
4.5. 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. If you use any Output that identifies or resembles a person, you will publicly identify that such output was AI generated.
4.6. You Must Have Rights to the Input You Upload; Certain Representations and Warranties. 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 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) your 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 copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property, contract, or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; (iii) cause Luma to violate any law or regulation or require us to obtain any further licenses from or pay any royalties, fees, compensation or other amounts or provide any attribution to any third parties; (iv) constitute unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (v) further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
c) your Input could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and
d) your 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.
4.7. Input Disclaimer. We are under no obligation to edit or control any Output or any Input that you or other users Upload, and we will not be in any way responsible or liable for Input or Output. Luma may, however, at any time and without prior notice, screen, remove, edit, or block any Input or Output that in our sole judgment violates this Agreement, is alleged to violate the rights of third parties, or is otherwise objectionable. You understand that, when using the Services, you will be exposed to Input or Output from a variety of sources and acknowledge that Input or Output may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Luma with respect to Input or Output. If notified by a user or content owner that Input or Output allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the applicable Input or Output, which we reserve the right to do at any time and without notice. For clarity, Luma does not permit infringing activities on the Services.
4.8. Monitoring Content. Luma does not control and does not have any 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. You acknowledge and agree that Luma reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Services (including Input and Output) for operational and other purposes. If at any time Luma chooses to monitor Input or Output, then Luma still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use thereof. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy. Luma may block, filter, mute, remove or disable access to any Input or Output without any liability to the applicable user to whom such Input or Output pertains or to any other users of the Service.
4.9. Output. 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 to output of any third party. To the extent Customer has the right to grant the following license, Customer hereby grants 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 as authorized in this Agreement, and distribute Output, in whole or in part, in any media formats and through any media channels, in each case, only in connection with the Services. Notwithstanding the foregoing, Customer agrees that it cannot and will not use the Outputs for commercial purposes unless the Outputs were produced under Customer’s paid subscription allowing for the commercial use of Outputs.
4.10. Certain Acknowledgments. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT: (A) THERE MAY BE ERRORS, INCONSISTENCIES, OR INACCURACIES IN OUTPUT FOR VARIOUS REASONS (INCLUDING THE QUALITY OF THE INPUT FROM WHICH IT IS DERIVED FROM AND THE INHERENT TECHNICAL LIMITATIONS AND PROBABILISTIC NATURE OF MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY USED IN CONNECTION WITH THE SERVICES); (B) THE NATURE OF THE SERVICES AND MACHINE LEARNING OR ARTIFICIAL INTELLIGENCE TECHNOLOGY GENERALLY, OUTPUT MAY NOT BE UNIQUE, NOVEL, EXCLUSIVE, OR OTHERWISE SPECIFIC TO YOU OR YOUR INPUT AND OTHER USERS OF THE SERVICES MAY RECEIVE SIMILAR OUTPUT VIA THE SERVICES; (C) THE OUTPUT OR ANY PART THEREOF MAY (1) BE OWNED OR CONTROLLED BY A THIRD PARTY, OR (2) PROTECTED OR PROTECTABLE BY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHTS; (D) CUSTOMER MAY NOT HAVE ANY RIGHT OR LICENSE TO USE OR OTHERWISE EXPLOIT THE OUTPUT; CUSTOMER MAY NOT BE ABLE TO SECURE OR OBTAIN, IN ANY JURISDICTION, ANY RIGHT IN THE OUTPUT OR ANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS RELATING TO THE OUTPUT; AND (E) OUTPUT MAY HAVE APPLICABILITY OR OTHERWISE BE RELEVANT TO OTHER USERS OF THE SERVICES. TO THE GREATEST EXTENT PERMITTED BY LAW, LUMA MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY OF THE FOREGOING ACKNOWLEDGMENTS. LUMA DOES NOT REPRESENT OR WARRANT THAT THE OUTPUT WILL BE ACCURATE, RELIABLE, FREE FROM ERRORS OR OTHER DEFECTS, AND LUMA WILL NOT BE LIABLE FOR ANY ERRORS, INCONSISTENCIES, OR INACCURACIES IN THE OUTPUT. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF THE OUTPUT AND IS SOLELY LIABLE FOR ANY RELIANCE PLACED THEREON.
5. Digital Millennium Copyright Act.
5.1. Respect of Third-Party Rights. Luma respects the intellectual property rights of other, takes the protection of intellectual property rights very seriously, and asks users of the Services to do the same. Infringing activity will not be tolerated on or through the Services.
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: support@lumalabs.ai
5.3. Procedure for Reporting Claimed Infringement. If you believe that any content made available on or through the Service has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a written “Notification of Claimed Infringement” to the Designated Agent identified above containing the following information:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b) a description of the copyrighted work or other intellectual property right that you claim has been infringed;
c) a description of the material that you claim is infringing and where it is located on the Services;
d) your address, telephone number, and email address;
e) a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright or other intellectual property right owner, its agent, or the law; and
f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or other intellectual property right owner or authorized to act on the copyright or intellectual property owner’s behalf.
Your Notification of Claimed Infringement may be shared by Luma with the user alleged to have infringed a right you own or control as well as with the operators of publicly available databases that track notifications of claimed infringement, and you consent to Luma making such disclosures. You should consult with your own lawyer or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
5.4. Repeat Infringers. Luma reserves the right to: (a) investigate, remove, or disable access to material that Luma believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Services; and (b) in appropriate circumstances, terminate the accounts of and block access to the Service by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Luma may terminate the accounts of users that are determined by Luma to be repeat infringers. Luma reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
5.5. Counter Notification. If you receive a notification from Luma that material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Luma with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Luma’s Designated Agent through one of the methods identified in Section 5.2 (DMCA Notification), and include substantially the following information:
a) your physical or electronic signature;
b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are residing outside of the United States, then for any judicial district in which Luma may be found, and that you will accept service of process from the person who provided notification under Section 5.2 (DMCA Notification) above or an agent of that person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
5.6. Reposting of Content Subject to a Counter Notification. If you submit a Counter Notification to Luma in response to a Notification of Claimed Infringement, then Luma will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Luma will investigate the removal or disabling of access to such content in 10 business days. Luma will then make a determination based on such investigation not less than 10, nor more than 14, business days following receipt of the Counter Notification, unless Luma’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the user from engaging in infringing activity relating to the material on Luma’s system or network.
5.7. False Notifications of Claimed Infringement or Counter Notifications. The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Luma] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Luma reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
6. Communications.
6.1. Push Notifications. When you install our Remote Apps, you agree to receive push notifications, which are messages an app sends you on your Supported Device when you are not in the Remote App. You can turn off notifications by visiting your Supported Device’s “settings” page.
6.2. Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
7. Commercial Terms.
7.1. Subscription Term Renewal. Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term. 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.
7.2. Fees. Certain Services or features thereof may require you to pay fees (“Fees”). Before you pay any Fees, you will have an opportunity to review and accept the Fees that you will be charged. To the extent the Services or any portion thereof is made available for a Fee, you may be required to select a payment plan and provide information regarding your credit card or other payment method. You represent and warrant to Luma that such payment information is complete, accurate, and correct in all respects and that you are authorized to pay Fees using such payment method. If you dispute any charges you must notify Luma in writing within sixty (60) days of the date that you are billed for such charges, or within such longer period of time as may be required under Laws. You will be responsible for all taxes associated with the Services, other than taxes based on Luma’s net income. Payments made by you hereunder are final and non-refundable, unless otherwise determined by Luma AI.
7.3. Authorization. Notwithstanding any amounts owed to Luma hereunder, LUMA DOES NOT PROCESS PAYMENT FOR ANY FEES. To facilitate payment of Fees via bank account, credit card, or debit card, we use Stripe, Inc. (“Stripe”). These payment processing services are provided by Stripe and are subject to the Stripe terms and conditions and other policies available at https://stripe.com/legal and Stripe’s Global Privacy Policy available at: https://stripe.com/privacy (collectively, the "Stripe Agreements"). By agreeing to this Agreement, users that use the payment functionalities made available through the Services also agree to be bound by the Stripe Agreements, as the same may be modified by Stripe from time to time. You hereby authorize Stripe to: (a) store your payment information, (b) continue billing your specified payment method even after such payment method has expired, to avoid interruptions in payment for your use of the Services, and (c) bill your payment method prior to the commencement of renewal Subscription Terms in accordance with the terms of the applicable payment plan. Please contact Stripe for more information. Luma assumes no liability or responsibility for any payments you make through the Services. You will promptly update your Account information with Stripe of any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Luma the amount for your selected payment plan in accordance with the terms of such plan and this Agreement. If your payment method is no longer valid at the time a renewal Fee is due, then Luma reserves the right to delete your Account and any information or Input associated with your Account without any liability to you.
7.4. Pricing. Luma reserves the right to determine pricing for the Services and the features thereof. We will use reasonable efforts to keep pricing information with respect to the Services that is published on Luma’s pricing page up to date, and Luma encourages Customers to check it regularly for current pricing information. Luma may change the Fees for the Service (including any feature or functionality of the Service) on a going forward basis and Luma will notify Customer of any such changes at least thirty (30) days before they apply (which may include notifying Customer via the Services, a pop-up notice, email, or through other reasonable means). Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed Fees. Luma may make promotional offers with different features and different pricing to any of Luma’s other customers. These promotional offers, unless made to Customer, will not apply to your Order or this Agreement.
7.5. Renewal Fees. Fees for renewal Subscription Terms are at Luma’s then-current Fees at the time of such renewal regardless of any discounted pricing or promotional offers previously extended to Customer (unless otherwise set forth in an Order).
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 4.1 (Use of Input) and in Section 10 (Ownership)) 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 OTHERWISE EXPRESSLY SET FORTH HEREIN, LUMA, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SERVICES OR LUMA OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES (INCLUDING THE OUTPUT) WILL CREATE ANY WARRANTY REGARDING LUMA OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICES AND YOUR DEALING WITH ANY OTHER USER OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES) OR ANY LOSS OF DATA, INCLUDING USER CONTENT. LUMA DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES (INCLUDING OUTPUT), WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND LUMA DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. WE DO NOT WARRANT THAT LUMA WILL REVIEW INPUT OR OUTPUT FOR ACCURACY, OR THAT IT WILL MAINTAIN INPUT OR OUTPUT WITHOUT LOSS. WE MAKE NO WARRANTY REGARDING THE OUTPUT OR THE SERVICES’ SUITABILITY AS A REPLACEMENT FOR ANY SAFETY OR COMPLIANCE MEASURE. LUMA IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE LUMA’S CONTROL. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS, BUT ANY STATUTORILY REQUIRED WARRANTIES WILL BE LIMITED TO THE SHORTEST LEGALLY PERMITTED PERIOD. Under no circumstances will Luma AI be liable in any way for any third-party content, information, data, or other materials displayed or otherwise made available in connection with the Services (including any errors or omissions in any such materials) or for any loss or damage of any kind incurred as a result of the use of any such materials.
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 your 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: 3.4 (Restrictions), 3.11 (Usage Data and Aggregated Data), 4 (Input and Generative AI), 7 (Commercial Terms), 8 (Representations and Warranties), 9.3 (Effect of Termination), 9.4 (Survival), 10 (Ownership), 11 (Limitations of Liability), 12 (Indemnification), 13 (Confidentiality), 15 (Modifications), and 16 (Miscellaneous), 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 SUBSECTIONS (E) AND (F) OF SECTION 16.2 (ARBITRATION), 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, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
12. Indemnification.
12.1. Indemnification by Customer. 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, employers, agents, successors and assigns (collectively “Luma Parties”) arising out of or in connection with: (1) the Input or User Content; (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 4.1 (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 expressly incorporated by reference into this Agreement, are the entire and exclusive understanding and agreement between Customer and Luma regarding your use of the Services. The terms in any Customer purchase order, ordering document, or business form will not amend or modify this Agreement and are expressly rejected by Luma; any of these Customer documents are for administrative purposes only and have no legal effect. Customer may not assign or transfer this Agreement or its rights under this Agreement, in whole or in part, by operation of law or otherwise, without Luma’s prior written consent. Luma may assign this Agreement and all rights granted under this Agreement, including with respect to your Input, at any time without notice or consent. The failure to require performance of any provision will not affect Luma’s right to require performance at any other time after that, nor will a waiver by Luma of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Neither party is liable for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) due to events beyond its reasonable control, such as a strike, pandemic, epidemic, health emergency, blockade, war, pandemic, act of terrorism, riot, Internet or utility failures, refusal of government license, or natural disaster. Throughout this Agreement the use of the word “including” means “including but not limited to.” If any part of this Agreement is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Luma may use subcontractors and permit them to exercise Luma’s rights and to perform Luma’s obligations on behalf of Luma, but Luma remains responsible for their compliance with this Agreement.
16.2. Arbitration. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LUMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
(a) Generally. Except as described in subsections (b) and (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. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes 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 binding arbitration agreement will be resolved by the arbitrator.
(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.
(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.
(d) Arbitrator. This arbitration agreement, and any arbitration between us, is subject 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.
(e) Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). 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”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Luma may commence an arbitration proceeding. 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.
(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.
(g) Arbitration Relief. Except as provided in subsection (h) below, the arbitrator can award any relief that would be available if the claims had been brough 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.
(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.
(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.
(j) Enforceability. If subsection (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 certain electronic communications from Luma as further described in Luma’s Privacy Policy. Please read Luma’s Privacy Policy to learn more about Luma electronic communications practices. Customer agree that any notices, agreements, disclosures, or other communications that Luma sends to Customer electronically will satisfy any legal communication requirements, including that those communications 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.
16.10. Notice Regarding Apple. This Section (Notice Regarding Apple) only applies to the extent Customer is using the Remote App on an iOS device. Customer acknowledge that this Agreement are between Customer and Luma only, not with Apple Inc. (“Apple”), and Apple is not responsible for the Remote App or the content of it. Apple has no obligation to furnish any maintenance and support services with respect to 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 for the Remote App to Customer. To the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the Remote App. Apple is not responsible for addressing any claims by Customer or any third party relating to the Remote App or Customer possession and/or use of the Remote App, including: (a) product liability claims; (b) any claim that the Remote App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party claim that the Remote App and/or your possession and use of the Remote App infringe a third party’s intellectual property rights. Customer agree to comply with any applicable third-party terms when using the Remote App. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary of this Agreement. Customer hereby represent and warrant that: (i) Customer are not located in 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; and (ii) Customer are not listed on any U.S. Government list of prohibited or restricted parties.
16.11. Notice Regarding Google. This Section (Notice Regarding Google) only applies to the extent Customer is using a Remote App downloadable from the Google Play Store. You acknowledge that this Agreement is between you and Luma only, and not with Google, Inc. (“Google”). Your use of such Remote App must comply with Google’s then-current Google Play Terms of Service. Google is only a provider of Google Play Store from which you downloaded or otherwise obtained such Remote App. Luma, and not Google, is solely responsible for such Remote App. Google has no obligation or liability to you with respect to such Remote App or this Agreement. You acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to such Remote App.
17. Definitions.
“Aggregated Data” means Input that has been deidentified or aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual.
“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 relevant local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer, international communications, and export of data, including Personal Data 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).
“Policies” means Luma’s acceptable use policy or other policies regarding usage of the Services as may be made available by Luma from time to time.
“Privacy Policy” means the Privacy Policy.
“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 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.
“Usage Data” means information generated from the use of the Services, which data does not identify Users, any other natural human persons, or Customer, such as technical logs, data, and learnings about Customer’s use of the Services, but excluding any identifiable Input.
“User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf.
