Terms & Conditions
for Licensed Use of the Lummio Platform
These Terms & Conditions (“Terms”) govern access to and use of the Lummio platform by subscribing clients (“Client”) and form a legally binding agreement between the Client and Lummio, LLC (“Lummio”).
By registering for an account, receiving login credentials, or otherwise accessing or using the Lummio platform, the Client acknowledges and agrees to be bound by these Terms. If the Client does not agree to these Terms, the Client may not access or use the platform.
These Terms are effective as of the “Effective Date,” which is the earlier of:
● the date on which Lummio first provides the Client with access to the platform, or
● the date on which the Client first accesses or uses the platform.
1. Definitions
“Services” means the web-based software-as-a-service platform branded as Lummio, including related mobile applications, APIs, and administrative interfaces, made available to the Client.
“Client” means the school, school district, afterschool provider, daycare, or other organization entering into this Agreement for access to the Services.
“Administrative Users” means individuals authorized by the Client to access and use the Services on the Client’s behalf for administrative, instructional, or operational purposes, including the oversight and management of Student Users and Guardian Users. This term includes the Client’s employees, educators, and program administrators.
“Guardian Users” means individuals who are the parents or legal guardians of a Student User and who are authorized to access the Services in connection with their child’s or ward’s use.
“Student Users” means individuals authorized by the Client to use the Services for educational purposes, who may be minors under applicable law. Certain activities of Student Users who are minors must be supervised by Guardian Users or Administrative Users.
“Authorized Users” means collectively all Administrative Users, Guardian Users, and Student Users.
“Client Data” means any data, content, or other materials submitted or transmitted to the Services by the Client or its Authorized Users.
“Documentation” means user guides, training materials, or technical specifications provided by Lummio.
2. License and Use
2.1. Grant of License
Subject to these Terms and timely payment of fees, Lummio grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Term, solely for the Client’s internal use and only in a manner consistent with the nature and purpose of the platform as communicated by Lummio.
This license does not permit resale, white-labeling, offering the Services to unaffiliated third parties, or using the Services for any purpose that is inconsistent with its intended function or the scope of use Lummio makes available to its clients.
2.2. Authorized Users
Client may permit only its Authorized Users to use the Services. Client is responsible for their compliance with these Terms. Client shall not allow access by unauthorized third parties.
2.3. Restrictions
Client shall not:
● use the Services to provide services to third parties (e.g., as a service bureau);
● modify, translate, adapt, or create derivative works based on the Services;
● disassemble, decompile, reverse-engineer, or otherwise attempt to derive or gain access to any software component of the Services;
● remove or obscure any proprietary notices;
● circumvent any access or usage restrictions.
3. Fees and Payment
3.1. Subscription Fees Client shall pay the Fees associated with the subscription tier or plan selected by Client (“Subscription Plan”), as communicated to Client by Lummio (e.g., via website, invoice, or email). Subscription Plans may differ by features, number of users, number of locations, storage limits, support level, or billing frequency.
3.2. Invoicing and Due Date
Lummio will issue invoices prior to the start of each billing period, on a monthly or annual basis depending on the Subscription Plan selected by the Client. All amounts are payable in U.S. dollars within thirty (30) days of the invoice date, unless otherwise agreed in writing.
3.3. Taxes
All Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any kind, including sales, use, value-added, or withholding taxes (“Taxes”). Where required by law, Lummio will calculate and include applicable Taxes in the invoice. The Client is responsible for paying all such Taxes associated with its purchases under these Terms, except for any taxes based solely on Lummio’s income.
3.4. Late Payments
Any undisputed amount not paid by the due date will accrue interest from the due date at a rate of 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated on a daily basis. If any payment remains overdue for more than thirty (30) days after the due date, Lummio may, at its sole discretion, suspend access to the Services until full payment is received.
The Client shall also be responsible for any reasonable costs incurred by Lummio in collecting overdue amounts, including attorneys’ fees, collection agency fees, and bank or payment processor charges.
3.5. Non-Refundability
Subscription Fees are non-refundable and non-creditable, unless otherwise required by law.
3.6. Fee Disputes
If the Client disputes any portion of an invoice, the Client must notify Lummio in writing within fifteen (15) days of the invoice date, specifying the disputed amount and providing reasonable supporting detail. If the Client fails to provide such notice within the fifteen-day period, the invoice will be deemed accepted, and the Client shall remain liable for full payment in accordance with these Terms. The Client shall pay any undisputed portion of the invoice by the applicable due date.
3.7. Plan and Pricing Updates
Lummio may modify its Subscription Plans, pricing structure, or billing methods at any time. Lummio will provide the Client with at least thirty (30) days’ advance written notice of any material change, including any increase in Subscription Fees. Such changes will become effective on the date specified in the notice, but not earlier than thirty (30) days after the date the notice is given.
If the Client has prepaid for Services on a monthly or annual basis, any changes in Fees or plan terms will not apply until the start of the next billing period following the end of the prepaid term.
Continued use of the Services after the effective date constitutes the Client’s acceptance of the updated Fees or plan terms.
3.8. No Set-off or Withholding
Except as expressly provided in Section 3.6 (Fee Disputes), all Fees shall be paid in full without any right of set-off, counterclaim, deduction, or withholding. The Client may not offset or withhold any amounts due to Lummio under these Terms against amounts allegedly or actually owed by Lummio, unless expressly agreed in writing by Lummio.
3.9. Plan Upgrades
If the Client wishes to upgrade its Subscription Plan (for example, to access additional features, increase user limits, or expand to additional locations), the Client may do so at any time.
Any such upgrade will be subject to the then-current Subscription Plans and associated Fees in effect at the time the upgrade request is submitted. The upgraded plan will be invoiced and pro-rated as applicable, unless otherwise specified by Lummio.
Downgrades are not permitted during an active billing period.
4. Client Responsibilities
4.1. Administrative User Conduct
Access to the Services may be granted to all Authorized Users. However, the Client is solely responsible for managing its Administrative Users and ensuring that their use of the Services complies with these Terms. The Client shall be liable for any acts or omissions of its Administrative Users in connection with the Services.
4.2. Supervision and Compliance
The Client agrees to comply with all applicable laws and regulations in connection with its use of the Services, including data privacy, child protection, and consent requirements.
The Client is solely responsible for obtaining all notices and consents required under applicable law from users or guardians.
The Client represents and warrants that it has obtained all necessary authority and permissions from parents or guardians to enable Student Users’ access to and use of the Services, and to allow Lummio to process their information in accordance with these Terms. 4.3. Security and Access Credentials
The Client is responsible for maintaining the confidentiality and security of all account credentials issued to it and to its Authorized Users, including students and parents where applicable.
The Client shall not share administrative credentials and shall implement reasonable measures to prevent unauthorized access to the Services.
The Client shall promptly notify Lummio of any known or suspected unauthorized use or disclosure of access credentials.
The Client shall reasonably cooperate with Lummio in investigating any such breaches.
4.4. Cooperation and Technical Requirements
The Client shall cooperate with Lummio as reasonably required to enable the delivery of the Services, including by providing necessary information, responding to inquiries, and ensuring that its systems and access environment comply with any minimum technical requirements communicated by Lummio.
5. Account Management and Access
5.1. Account Ownership
The Client’s primary administrative account shall be considered the controlling account for purposes of managing access, user roles, and subscription settings. Lummio will treat the individual or entity associated with this account as the authorized representative of the Client unless notified otherwise in writing.
5.2. Account Administration
The Client may designate one or more administrators with permissions to create, modify, or remove user accounts and configure access permissions within the Services. The Client is responsible for managing its administrative users and ensuring they act in accordance with these Terms.
5.3. Suspension or Reassignment
Lummio reserves the right to suspend account access, reset credentials, or otherwise restrict use of the Services if it has a good faith belief that an account is being used in violation of these Terms or is at risk of unauthorized use. Lummio will notify the Client of such action promptly after it occurs, unless prohibited by law or security concerns.
5.4. Suspension for Security and System Integrity
Lummio may suspend access to the Services, in whole or in part, without prior notice, if it reasonably determines that such suspension is necessary to address or mitigate a security threat, protect system integrity, prevent harm to the Services or to other users, or comply with applicable law. Lummio shall notify the Client promptly after any such suspension and will use reasonable efforts to restore access once the risk has been mitigated.
6. Data Ownership and Privacy
6.1. Ownership of Client Data
As between the parties, the Client retains all right, title, and interest in and to any data, content, or other materials submitted to the Services by or on behalf of the Client or its Authorized Users (“Client Data”). Lummio does not claim ownership of Client Data and will access, use, or disclose it only as necessary to provide and support the Services, comply with legal obligations, enforce these Terms, or as otherwise expressly permitted in these Terms.
If an individual user, such as a Student User or Guardian User, is affiliated with or authorized under multiple Clients, any data submitted or generated in connection with that user’s activity for a specific Client will be treated as Client Data of that Client. Lummio is not responsible for reconciling or merging data across Clients and may treat each Client’s data environment as separate.
The Client represents and warrants that, to the extent reasonably within its control, it has obtained all rights, permissions, and consents required under applicable law to submit Client Data and to authorize Lummio’s processing of such data in accordance with these Terms. This includes ensuring that appropriate notices and consents have been secured for Student Users, Guardian Users, and any other individuals as needed.
6.2. Licence to Client Data
The Client hereby grants to Lummio, its affiliates, and their respective sub-processors and service providers a worldwide, non-exclusive, royalty-free licence for the Term to host, store, transmit, display, copy, and otherwise process Client Data solely as necessary to:
● provide, maintain, secure, support, and improve the Services;
● comply with applicable law, court orders, or other legally binding requests; and
● perform any other activity expressly permitted under these Terms.
Lummio will not sell, rent, or otherwise disclose Client Data to third parties except as required to carry out the activities listed above or as otherwise required by law.
6.3. Privacy and Legal Compliance
Lummio shall implement and maintain reasonable administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of Client Data. Where applicable, Lummio shall act as a data processor and the Client as a data controller, as those terms are defined under applicable data protection laws.
The Client is solely responsible for ensuring that its use of the Services, and its collection, use, and disclosure of personal information, comply with all applicable laws, including those related to data privacy, student records, and parental consent.
Lummio’s processing of Client Data is further governed by its Data Processing Addendum (“DPA”), which is incorporated by reference into these Terms. In the event of any conflict between these Terms and the DPA, the DPA shall control.
Lummio’s region-specific privacy and compliance commitments are set forth in a separate Compliance Addendum, also incorporated by reference.
6.4. Third-Party Services
If the Client enables integrations with third-party services, the Client acknowledges that such services are not controlled by Lummio and may be subject to their own terms and privacy policies. Lummio is not responsible for any access to, use of, or disclosure of Client Data by third-party providers.
6.5. Data Retention and Deletion
Upon termination or expiration of these Terms, Lummio will retain Client Data for thirty (30) days, after which such data will be permanently deleted unless otherwise required by law.
During this retention period, the Client may request to export or download a copy of their Client Data in a commonly used format. Lummio will reasonably assist in facilitating such export upon written request, provided such request is received within the retention window.
6.6. Aggregate Data
Lummio may compile and use aggregate, de-identified data derived from Client Data and the Client’s use of the Services for legitimate business purposes, including improving the Services, generating analytics, and preparing industry reports or benchmarks. Such aggregated data will not identify the Client or any individual nor contain any personal information.
6.7. Usage Data and Third-Party Tools
Lummio may use third-party service providers to collect and process technical and usage-related data in order to operate, analyze, secure, and improve the Services. This data may include device type, browser information, IP address, system logs, performance metrics, and usage patterns (“Usage Data”). Such Usage Data is separate from Client Data and does not include personally identifiable information submitted by or on behalf of the Client.
Lummio does not use Usage Data for marketing or advertising purposes and does not sell such data. All third-party providers are contractually required to maintain the confidentiality and security of Usage Data and to use it solely for the purpose of supporting the Services. By using the Services, the Client consents to the collection and processing of Usage Data as described in this subsection.
7. Service Availability and Support
7.1. Availability
Lummio will use commercially reasonable efforts to make the Services available without significant interruption, subject to scheduled maintenance and events outside Lummio’s reasonable control, such as internet outages, force majeure events, or third-party service disruptions.
7.2. Scheduled Maintenance
Lummio may perform scheduled maintenance on the Services from time to time, typically during off-peak hours. Lummio will make reasonable efforts to provide advance notice of any maintenance that is expected to result in material downtime.
7.3. Support
Lummio will provide standard technical support to the Client during normal business hours via email or other designated support channels. Support includes assistance with access issues, feature usage, and basic troubleshooting. Support does not include training, customization, or on-site services unless separately agreed in writing.
8. Acceptable Use
8.1. Misuse of Services
The Client shall not, and shall not permit any Authorized User to:
● share individual user accounts among multiple individuals;
● resell, sublicense, lease, or otherwise make the Services available to any third-party not expressly authorized by Lummio;
● use the Services to process data on behalf of any third-party outside the scope of the Client’s internal operations or intended educational use.
8.2. Abusive or Unlawful Conduct
The Client shall not, and shall not permit any Authorized User to use the Services in any manner that:
● violates any applicable law or regulation;
● infringes or misappropriates the intellectual property, privacy, or other rights of any third-party;
● attempts to gain unauthorized access to any systems, data, or networks;
● interferes with or disrupts the integrity or performance of the Services or any third-party data contained therein;
● transmits or stores any material that is unlawful, harmful, defamatory, obscene, threatening, or otherwise objectionable;
● introduces any viruses, malware, or other malicious code into the Services;
● impersonates any person or misrepresents an affiliation with any person or organization;
● attempts to probe, scan, or test the vulnerability of the Services or to breach security or authentication measures;
● uses the Services in connection with any high-risk activities where the failure of the Services could lead to death, personal injury, or physical damage.
8.3. Enforcement
Lummio reserves the right to investigate violations of this Section and to suspend or terminate access to the Services if any use is determined, in Lummio’s sole discretion, to be in breach of this Section.
8.4. Content Removal Right
Lummio reserves the right, in its sole discretion, to remove or disable access to any content or materials that it determines violate this Section or applicable law.
9. Intellectual Property
9.1. Ownership of Services
All rights, title, and interest in and to the Services, including all software, technology, content, user interfaces, documentation, visual interfaces, logos, trademarks, and other intellectual property provided or made available by Lummio, are and shall remain the exclusive property of Lummio or its licensors. No rights are granted to the Client other than as expressly set forth in these Terms.
9.2. Feedback
If the Client or any Authorized User submits suggestions, feedback, or ideas regarding the Services (“Feedback”), Lummio may use such Feedback without restriction or obligation. The Client agrees that Lummio shall have a perpetual, irrevocable, royalty-free, worldwide license to use, modify, incorporate, and otherwise exploit such Feedback in any manner.
9.3. Reservation of Rights
Lummio reserves all rights not expressly granted to the Client under these Terms. No implied licenses or rights are granted by Lummio, and all such rights are hereby reserved.
Nothing in these Terms grants Client any right to use the Lummio name or any Lummio trademarks, except as needed to identify Client’s use of the Services.
9.4. Third-Party Components
The Services may include third-party software components that are subject to separate license terms. Such components are licensed, not sold, and all rights in them remain with their respective owners.
10. Confidentiality
10.1. Definition
“Confidential Information” means any non-public information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally, in writing, or by other means, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, business plans, pricing, product designs, technical data, customer information, and login credentials.
For clarity, Client Data (as defined in Section 6) is also Confidential Information and is protected both under Section 6 and this Section 10.
Confidential Information does not include information that:
● is or becomes publicly known through no breach of these Terms;
● is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information;
● is lawfully received by the Receiving Party from a third party without breach of any obligation;
● is disclosed by the Receiving Party with the Disclosing Party’s prior written consent.
10.2. Obligations
The Receiving Party shall:
● use the Disclosing Party’s Confidential Information only as necessary to perform its obligations or exercise its rights under these Terms, including to maintain, improve, and develop the Services;
● not disclose the Disclosing Party’s Confidential Information to any third-party except to its affiliates, employees, contractors, or advisors who have a need to know and are bound by obligations at least as protective as those set out in this Section;
● use reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information, which shall be no less protective than those the Receiving Party uses to protect its own confidential materials of similar sensitivity.
10.3. Compelled Disclosure
The Receiving Party may disclose Confidential Information if required to do so by law, regulation, or court order, provided that (to the extent legally permitted) it gives the Disclosing Party prompt written notice and reasonably cooperates in any effort to obtain confidential treatment or a protective order.
10.4. Public Records Requests
If the Client is a governmental entity or otherwise subject to public records laws or open records statutes (including any Freedom of Information Act or similar law), and receives a request for Lummio’s Confidential Information, the Client shall promptly notify Lummio in writing of such request. The Client shall provide Lummio a reasonable opportunity to seek a protective order or other appropriate remedy prior to disclosure. The parties agree to cooperate in good faith to limit the scope of any such disclosure to the minimum required by applicable law and to protect the confidentiality of Lummio’s information to the maximum extent permitted.
10.5. Duration of Confidentiality Obligations
The confidentiality obligations under this Section shall survive the termination or expiration of these Terms. With respect to Confidential Information that does not qualify as a trade secret under applicable law, such obligations shall remain in effect for a period of five (5) years from the date of termination or expiration. For Confidential Information that constitutes a trade secret, such obligations shall survive indefinitely for so long as such information remains a trade secret under applicable law.
In the event of any inconsistency between the obligations in this Section and obligations arising under applicable data privacy laws or Section 6 (Client Data), the more protective obligation shall govern.
11. Warranties and Disclaimers
11.1. Limited Warranty
Lummio will use commercially reasonable efforts to ensure that the Services operate substantially in accordance with the applicable documentation and service descriptions. If the Client reports a material issue with the Services, Lummio will use reasonable efforts to investigate and, where feasible, correct the issue.
11.2. Disclaimer of Implied Warranties
Except as expressly stated in this Section, the Services are provided “as is” and “as available.” To the fullest extent permitted by law, Lummio disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
No advice or information obtained from Lummio or through the Services creates any warranty not expressly stated in these Terms.
11.3. Service Availability and Performance
Lummio does not warrant that the Services will be uninterrupted, error-free, or completely secure, or that all defects will be corrected. The Client acknowledges that the use of the Services may be subject to limitations, delays, and other issues inherent in internet and communications technologies.
11.4. Client Responsibility
The Client is solely responsible for determining whether the Services meet its requirements and for any outcomes resulting from its use of the Services.
12. Limitation of Liability
12.1. Excluded Damages
To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or business opportunities, whether based in contract, tort (including negligence), strict liability, or otherwise, even if that party has been advised of the possibility of such damages.
12.2. Liability Cap
Except as provided below, each party’s total cumulative liability arising out of or relating to these Terms shall not exceed the total Fees paid or payable by the Client to Lummio in the twelve (12) months preceding the event giving rise to the claim.
The above limitation shall not apply to:
● either party’s willful misconduct or fraud; or
● the Client’s payment obligations under these Terms.
For claims arising from:
● a party’s gross negligence; or
● a breach of Section 13 (Indemnification),
each party’s total cumulative liability shall not exceed the total Fees paid or payable by the Client to Lummio in the twenty-four (24) months preceding the event giving rise to the claim.
12.3. Applicability
The limitations in this Section will continue to apply even if any specific remedy provided in these Terms fails to achieve its intended purpose. These limitations apply to the maximum extent permitted by law.
13. Indemnification
13.1. By the Client
The Client shall indemnify, defend, and hold harmless Lummio and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
● the Client’s or its Authorized Users’ use of the Services in violation of these Terms or applicable law;
● any use of the Services by Authorized Users, including students, parents, or guardians, that violates any applicable law, infringes rights, or otherwise results in harm;
● any Client Data or other content submitted through the Services by the Client or its Authorized Users;
● any actual or alleged infringement, violation, or misappropriation of third-party rights, including intellectual property, publicity, or privacy rights, resulting from use of the Services by the Client or its Authorized Users outside the scope permitted under these Terms.
13.2. By Lummio
Lummio shall indemnify, defend, and hold harmless the Client from and against any third-party claims, demands, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising from any allegation that the Services, as provided by Lummio and used in accordance with these Terms, infringe or misappropriate any valid U.S. intellectual property right.
Lummio shall have no obligation under this Section for claims arising from:
● modifications to the Services made by the Client or any third party;
● use of the Services in combination with systems, software, or data not provided or approved by Lummio;
● Client Data or any content provided by the Client or its users.
If the Services become, or in Lummio’s opinion are likely to become, the subject of an intellectual property infringement claim, Lummio may, at its option and expense:
● procure the rights necessary for the Client to continue using the Services;
● modify the Services to make them non-infringing while preserving substantially equivalent functionality; or
● terminate the affected portion of the Services and refund any prepaid Fees for the terminated portion.
The remedies set forth in this Section shall be the Client’s sole and exclusive remedies for any claims of intellectual property infringement.
13.3. Conditions for Indemnification
The indemnifying party’s obligations under this Section are subject to the indemnified party:
● providing prompt written notice of the claim;
● giving the indemnifying party sole control over the defense and settlement of the claim (provided that no settlement admits liability or imposes obligations on the indemnified party without its prior written consent); and
● providing reasonable cooperation in the defense of the claim.
14. Term and Termination
14.1. Term
These Terms remain in effect for as long as the Client uses the Services, unless terminated earlier in accordance with this Section.
14.2. Termination by the Client
The Client may terminate its use of the Services at any time by providing written notice to Lummio. Termination does not relieve the Client of any payment obligations incurred prior to the effective date of termination.
14.3. Termination by Lummio
Lummio may suspend or terminate the Client’s access to the Services, in whole or in part, if:
● the Client fails to pay any undisputed Fees within thirty (30) days after the due date;
● the Client breaches any material provision of these Terms (other than those specified below) and fails to cure such breach within thirty (30) days after receiving written notice;
● the Client breaches Section 2 (License and Use), Section 9 (Intellectual Property), or Section 10 (Confidentiality), in which case Lummio may terminate these Terms immediately upon written notice without a cure period;
● Lummio is required by law or regulatory order to suspend or terminate access to the Services; or
● the Client ceases business operations or becomes subject to insolvency or bankruptcy proceedings.
Lummio reserves the right to suspend the Client’s or any Authorized User’s access to the Services during any applicable cure period if Lummio reasonably determines that continued access poses a risk of harm to Lummio, its intellectual property, or its other clients.
Additionally, Lummio may terminate these Terms for convenience by providing at least sixty (60) days’ prior written notice to the Client. If the Client has prepaid Fees covering a period beyond the effective date of termination, Lummio shall refund the unused portion of such Fees on a pro rata basis.
14.4. Termination for Non-Appropriation
If the Client is a government entity or public educational institution and funds are not appropriated or otherwise made available to pay for continued use of the Services in a subsequent fiscal period, the Client may terminate these Terms at the end of the then-current fiscal period without incurring early termination fees or penalties. The Client shall provide Lummio with written notice of such non-appropriation as soon as reasonably practicable.
14.5. Effect of Termination
Upon termination:
● all rights and licenses granted to the Client under these Terms will immediately cease;
● the Client shall cease all use of the Services; and
● any outstanding Fees owed to Lummio become immediately due and payable.
14.6. Data Retention
Following termination, Lummio will retain Client Data in accordance with Section 6.5. After the retention period, Client Data will be deleted unless otherwise required by law.
14.7. Survival
Provisions that by their nature should survive termination shall remain in effect, including those relating to payment, confidentiality (subject to the time-periods set forth in Section 10.5), intellectual property, limitation of liability, indemnification, and dispute resolution.
15. Changes to Terms
Lummio may modify these Terms from time to time to reflect updates to its practices, changes in the Services, or legal and regulatory developments. If Lummio makes material changes, it will provide reasonable notice, such as by posting an update on its website or notifying the Client through the Services. Continued use of the Services after such changes become effective constitutes acceptance of the revised Terms. If the Client does not agree to the changes, it must stop using the Services.
16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Illinois, excluding any rules that would refer to the laws of another jurisdiction.
Any dispute, controversy, or claim arising out of or relating to these Terms or the use of the Services shall first be subject to good-faith negotiations between the parties.
Notwithstanding the foregoing, either party may seek preliminary injunctive relief to prevent imminent harm, but only in the state courts located in Cook County, Illinois.
If the dispute cannot be resolved within thirty (30) days, either party may bring an action exclusively in the state courts located in Cook County, Illinois, and each party irrevocably submits to the exclusive jurisdiction and venue of those courts.
No action arising out of these Terms may be brought by either party more than two (2) years after the cause of action has accrued.
In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.
17. Export Control
The Client shall not export, re-export, or otherwise transfer any software, technology, or data provided under these Terms in violation of applicable export control laws of the United States or any other relevant jurisdiction.
18. Force Majeure
Neither party shall be liable for any failure or delay in performance under these Terms (except for payment obligations) to the extent such failure or delay results from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, labor disputes, internet outages, power failures, or denial-of-service attacks. The affected party must promptly notify the other party in writing of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.
If a force majeure event continues for more than thirty (30) days, either party may terminate these Terms upon written notice.
19. General Provisions
● These Terms constitute the entire agreement between the Client and Lummio regarding the Services and supersede all prior agreements, discussions, and
communications, whether written or oral. Each party acknowledges that it has not relied on any statement, promise, or representation not expressly set forth in these Terms and that it has not been induced to enter into these Terms by any such statement, promise, or representation.
● A waiver of any term or condition of these Terms does not waive any other term or condition or any later breach of the same term or condition.
● Failure to enforce any right or provision does not waive that right or provision.
● If any provision of these Terms is found to be invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest will remain in full force and effect.
● The Client may not assign or transfer these Terms, by law or otherwise, without Lummio’s prior written consent. Any attempt to do so without consent is void. Lummio may assign or transfer these Terms freely.
● Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
● All notices must be in writing and are considered given when delivered by email, personal delivery, or certified mail (return receipt requested) to the addresses designated by the parties.
● No Third-Party Beneficiaries. These Terms are intended for the benefit of the parties and not for any third party. No person or entity not a party to these Terms shall be deemed to be a beneficiary of any provision of these Terms.
● Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation”.
● The limitations of liability, disclaimers of warranties, and exclusive remedies set forth in these Terms are an essential basis of the bargain between the parties and shall apply to the maximum extent permitted by law, even if any remedy fails of its essential purpose.