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Last Updated April 28, 2023
These Terms and Conditions ("Terms") are a legally binding contract and govern your access to, and use of, the sites, applications, tools and services, including, but not limited to, Lumanu.com, creators.lumanu.com or app.lumanu.com (collectively "Services") offered by LUMANU, INC, a Delaware corporation (“Lumanu”, “we”, "us" or “our”). By continuing on any of our websites and/or Services, you agree to be bound by these terms and conditions. Please read the following carefully.
These Terms provide important information, including your agreement to grant us rights to your content, our limitation of liability, your waiver of any right to participate in a class action, and your agreement to resolve any disputes between you and Lumanu by binding individual arbitration. By using the Services, you agree to be bound by these Terms.
It is important that you carefully read and understand these Terms. If you do not agree to these Terms, you should not use the Services.
We provide you with a variety of materials and capabilities through Lumanu’s Services. In connection with your use of the Services, you may receive communications from us, such as service updates, news and announcements, administrative messages, and other issues related to your account. These communications are considered part of the use of the Services and you will not be able to opt out of receiving them. You also will automatically be subscribed to our mailing lists and newsletters. You can choose to unsubscribe from receiving these emails.
When using particular Services, you are subject to any applicable guidelines, rules and/or additional terms and conditions that may be posted on www.lumanu.com from time to time. All such additional terms are hereby incorporated by reference into these Terms. To the extent of any inconsistency between any provision of these Terms and any additional terms, the provision(s) of the applicable additional policy shall control.
In order to access certain Services, you must create an account (“Account”). When you create an Account, you will be required to provide information about yourself (including your name, a valid email address, information about your business, phone number, and a strong password (collectively, your “Registration Information”) You may also be required to provide additional information to allow us to verify your identity, your and/or your business’ taxpayer ID number (SSN, EIN and/or ITIN), or your account information. Any use by anyone under the age of 18 is prohibited.
You promise that any registration information you give to us will always be accurate, correct and up to date and that you will update your information with us to keep it accurate, correct and up to date. You are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services. You agree to notify Lumanu promptly if any of your Registration Information, including your email address, changes. Accordingly, you will be solely responsible to us for all activities that occur under your account. Lumanu is not liable for any loss or damages caused by your failure to maintain the confidentiality of your Account credentials. If you become aware of any unauthorized use of your password or of your account, you promise to notify us immediately and take reasonable steps to prevent such misuse.
In order to use certain functionality within the Services, you may be required to share sensitive information (such as conversion files or customer lists) through external, third-party accounts (e.g. Facebook). We promise to take commercially reasonable steps to limit the scope of and secure this information as described in "Security" below. The methods for securing such information may differ based on the particular requirements of the applicable third-party account provider and the manner in which such accounts interface with our Services.
Lumanu reserves the right to update and change these Terms at any time, in our sole discretion. In addition, we may change or stop providing the Services as stated in the “Term, Termination and Cancellation” section. All new features that augment or enhance the current Services, including the release of new tools and resources, will be subject to these Terms.
All changes will take effect immediately across the Services when posted on www.lumanu.com. Continued use of the Services after any such changes shall constitute your consent to said changes to these Terms. However, any changes to the "Governing Law" and "Agreement to Arbitrate" sections below will not apply to any disputes for which the parties have actual notice on or before the date the change is posted through the Services.
By providing your debit card, credit card, or bank account information, you represent, warrant and covenant that: (i) you are legally authorized to provide such information, (ii) you are legally authorized to approve transactions with respect to such debit card, credit card, or bank account, and (iii) such actions do not violate the terms and conditions applicable to your use of such debit card, credit card or bank account or applicable law.
Lumanu allows you to receive payments as a creator using our Services. By opting into such Services, you agree that Lumanu will receive such payments through the Services as your agent. By agreeing to receive such payments through our Services, you agree that a brand partner's payment obligation for services will be satisfied upon Lumanu's receipt of such payment. The amount of such payment will be a financial obligation to be paid to you by Lumanu.
Eligibility for Payment Services: In order to use the Services, you must (i) be an individual of at least 18 years of age and able to form legally binding contracts under applicable law, (ii) have a valid and active e-mail address, (iii) use the Services on behalf of a United States-domiciled business entity or as a freelancer.
You authorize Lumanu, directly or through third parties, to make any inquiries we consider necessary to verify your or your business’ identity. This may include asking you for further information, requiring you to take steps to confirm ownership of your email address, financial instruments, or information associated with your business, and verifying your Personal Information and your business’ information against third party databases or through other sources. If Lumanu cannot verify your or your business’ identity, Lumanu reserves the right to deny you use of the Services or to limit your use of your Account.
For access to and use of the services, Lumanu may charge users certain fee(s) (“Fee(s)”) at the time of payment submission. Fees will be charged to your payment method, either in a separate transaction from any principal payments or in a single transaction including both amounts, depending on applicable rules. Fees for immediately processed payments are charged in real-time upon submission. Fees are not refundable in the event you dispute any charge, institute any stop-order, chargeback, clawback, reversal or similar action to stop or reclaim funds, or make any claim of improper payment, based on any failure by Recipient Creator to deliver goods or services at all or in a satisfactory and/or timely manner.Fees may vary, depending upon factors including but not limited to the payment’s Recipient, the payment method, and other variables both which may or may not be controlled by Lumanu. Fees are subject to change at any time without prior notice and are calculated in real time and presented to you during review of your payment, prior to submission or edit.
Restrictions on Payments: Payments may only be made via U.S. payment methods. To prevent fraud and comply with legal obligations, we may ask for additional information from you and from third parties. We may put your payment or your payment method on hold for review. If you do not cooperate with our review process, your payment may be delayed or declined. We reserve the right to limit or refuse your use of a particular payment method for any reason in our sole discretion. We may impose limitations on the size, frequency, and timing of payments, on a per transaction or a cumulative basis, and change those limits at any time. We may decline to make payments or otherwise deny you use of the Services, and we may decline to explain why.
Restricted Activities: You agree not to use the Services for the following purposes:
- for alimony or to escrow accounts
- as a donation to an organization not classified as a registered charity
- other than for legitimate payment purposes (e.g., to test or probe card behaviors).
For unsupported goods and services, including
- gambling and related activity (such as lotteries, bidding fee auctions, sports forecasting or odds making, fantasy sports leagues, internet gaming, contests, sweepstakes, and games of chance);
- unsupported debt types (such as credit card balances, uncollateralized loans, auto title loans);
- payment for debt that has been charged off as uncollectible;providing credit or loans, including payday loans
- illegal drugs (real or synthetic);
- controlled substances and related goods or services;
- psychics and fortunetellers;
- sale and exchange of currency, including digital and cryptocurrencies;
- multi-level marketing or pyramid schemes;
- software or other technology developed to weaken industry security controls such as malware, spyware, viruses, back-doors ,drop dead devices or other similar program installation;
- certain investment accounts or to fund unsupported investments, including but not limited to 401(k) accounts, 403(b) plans, 457 plans, 529 plans, and IRAs;
- tobacco, e-cigarettes, and e-liquid;
- pharmaceuticals and related goods or services;
- healthcare, medical services or procedures;
- pornography, obscene materials, and sexually-related or “adult” services;
- weapons (including without limitation, knives, guns, gunpowder or ammunition), fireworks, and other explosives;
- gold, diamonds, precious metals and related goods or services;
- toxic, flammable, and radioactive materials; or
- other goods and services subject to government regulation.
In violation or potential violation of applicable law, regulation, rule, or legal interest, including
- sending or receiving potentially fraudulent funds;
- in the course of any activity regulated by the Financial Crimes Enforcement Network (FinCEN) or any other relevant regulatory body;
- infringement or potential infringement of any party’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
- acting in a manner that could be defamatory, trade libelous, threatening or harassing;
- using your Account or the Services in violation of applicable payment network rules.
In a manner detrimental to our provision of the Services, including:
- the provision of outdated, false, inaccurate, or incomplete information;
- using any promotional or referral programs in a manner deemed abusive or against the intention of said programs;
- maintaining or using multiple Accounts, and/or allowing other individuals to access or use your Account, in any case to circumvent, undermine, or act contrary to the intent or spirit of Lumanu or legal restrictions;
- using an anonymizing proxy;
- using the Services in a manner that results in or may result in complaints, disputes, claims, chargebacks, stop-payments, fees, fines, penalties and other liability to Lumanu, a third party, or you;
- imposing unreasonable demands on our technical or personnel resources, regardless of intent;
- facilitating viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or Information;
- using any robot, spider, other automatic device, or manual process to access, monitor or copy our website without our prior written permission;
- using any device, software or routine to bypass any robot exclusion headers, or interfere or attempt to interfere, with our website or the Services;
- taking any action that may cause us to lose any of the services provided by to us by third parties, payment processors, or other suppliers;
- reselling, re-skinning, or otherwise distributing our Services;
- breaching this Agreement or any other agreement or policy that you have agreed to with Lumanu.
If you have a payment use case which is not explicitly mentioned above, and for which you would like to confirm support, please check with us by emailing email@example.com
If we have reason to believe that you have engaged in any Restricted Activities or that you have used our Services inappropriately, Lumanu or its bank(s) (to the extent applicable) reserves the right to, in its sole discretion and at any time, take any or all of the following actions:
- Close, suspend, or limit your access to your Account or the Services;
- Hold, return, or reclaim funds;Update inaccurate information you provided to Lumanu or its bank(s);
- Refuse to provide Services to you or related parties in the future;
- Contact your bank or notify Recipient Creators, law enforcement, or impacted third parties of your actions;
- Take legal action against you.
By opting to use Lumanu’s payment solution through the Services (the “Payments Services”), Lumanu will invoice and receive payments (“Charge(s)”) from you on behalf of the applicable creator (a “Recipient Creator”). You agree that Lumanu will receive Charges through the Payments Services as an agent of the applicable Recipient Creator. Lumanu is an independent, third-party service that is not formally affiliated with your Recipients Creator. You acknowledge and agree that your use of the Services does not in any way constitute a tri-party agreement between you, Lumanu, and your Recipient Creator.
When you enter into a transaction that creates a Charge, Lumanu will invoice you, take receipt of the funds associated with the Charge and assign an associated amount to the applicable Recipient Creator’s account. You acknowledge and agree that your payment obligation for each Charge will be considered satisfied with respect to the applicable Recipient Creator upon Lumanu’s receipt of the funds associated with the Charge.
You agree that the goods or services provided by the Recipient Creator (1) have been received or rendered; (2) were as described in the applicable invoice; and (3) are satisfactory. You agree that you will not dispute any charge, institute any stop-order, chargeback, clawback, reversal or similar action to stop or reclaim funds, or make any claim of improper payment, based on any failure by Recipient Creator to deliver goods or services at all or in a satisfactory and/or timely manner. For clarity, you hereby forfeit any future claims regarding insufficient or unexpected quality or untimely delivery of the goods and services provided, including those Services rendered by Lumanu, upon entering a transaction that creates a Charge.
In the event that you as Payor initiate a chargeback, clawback, stop-payment or ACH return for a payment that has already been transmitted to the Recipient Creator, you agree to assign to Lumanu any claims against your Recipient Creator associated with such chargeback, clawback, stop-payment or ACH return. You further agree that we may contact your Recipient Creator directly to request reimbursement for any payment that has been transmitted to the Recipient Creator and for which you have initiated a chargeback, clawback, stop-payment or ACH return.
Lumanu does not have responsibility nor will have liability for any consequences resulting from your interactions or contracts with Recipient Creators, including but not limited to payment terms, the proper and timely delivery of goods or services, and any associated disputes which may arise. You further acknowledge that your use of Lumanu Services does not alter or affect any Recipient Creator payment terms including but not limited to deadlines, payment plans, late fees, and refunds. You will be solely responsible for scheduling payments in such a way that allows sufficient time for the payment to be delivered on or prior to the invoiced amount(s)’ due date. Lumanu does not endorse, recommend, or bear any responsibility or liability for any products, services or statements presented by Recipient Creators.
Accepted Payment Methods: Lumanu enables users to transmit payments to recipients via automated clearinghouse (“ACH”), credit or debit card, or via wire transfer. Lumanu supports payments from all U.S. financial institutions. Cards issued on the following payment networks may be used as payment methods via the Services: Visa, MC, Discover, STAR, PULSE and Accel. ACH Authorization: Where you choose to pay a Recipient Creator via ACH, you authorize Lumanu and/or its bank(s) to debit your payment method in increments or as a lump sum and remit funds in accordance with your payment instructions through the ACH. You also give Lumanu and/or its bank(s) the right to resubmit any ACH debit that is returned for insufficient or uncollected funds, or any other reason. You agree that payment transactions will be governed by the rules established by National Automated Clearing House Association (“NACHA”) rules, as in effect from time-to-time, under which you are an "Originator", Lumanu is a "Third Party Service Provider," and Lumanu’s bank(s) are the "Originating Depository Financial Institutions." You are responsible for all Losses that result directly or indirectly from your failure to perform your obligations under the NACHA rules and you indemnify Lumanu and its bank(s) for the same.
FBO Account Authorization and Acknowledgment: Lumanu uses “for benefit of” (“FBO”) accounts at each of the banks used to hold funds by Lumanu for the benefit of customers of Lumanu. FBO accounts are pooled accounts maintained by Lumanu at a financial institution of its choosing to hold funds deposited by Lumanu customers for the benefit of such customers. You grant Lumanu the right to instruct such banks on the use of funds in the accounts, including to receive funds from you and to then send funds to your Recipient Creator by intra-institution book-entry transfer or by transfer to a non-bank third party based on your instructions.
Verification and Review of Charges: At any time pre- or post-submission of a Charge, your payment may be subject to review, which serves to better understand the nature of and reason for your payment. During this review process and for any reason, Lumanu or its bank(s) may place a temporary hold on the delivery of your payment for as long as reasonably required to conduct an appropriate inquiry regarding you, the Recipient Creator, your business, a Charge, payment history, and other relevant circumstances and factors. If for any reason Lumanu deems any Charges as suspicious or fraudulent, you consent to Company verifying the validity of the applicable Charge and you agree to reasonably cooperate and to provide additional information to Lumanu in order to verify such Charge. If the Charge cannot be verified (as determined solely by Lumanu), Lumanu reserves the right to refund the Charge back to your original payment method. You are solely responsible, and Lumanu disclaims all liability for, the provision of services by Recipient Creators related to Charges except as stated in the “Sending Payments” section, above. You agree that you will be liable to Lumanu for any chargebacks, refunds, stop-payment, clawback or ACH return fee or any fines that result from your use of the Payment Services.
Lumanu may instruct its bank(s), or its bank(s) may act, to clear the payment, reverse the payment, or hold the payment pending instructions from a government agency. Lumanu also reserves the right to cancel any payment. In such cases and as permitted by applicable law, your funds (minus fees) will be returned to you via the original payment method, or if necessary via other means.
Indemnification Regarding Payment Services: You agree to indemnify and hold harmless Lumanu from all claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including reasonable legal fees and costs of collection (“Losses”), made by any third party due to or arising out of (a) payment disputes between you and any third party (including use or misuse of the Payment Services or Charge(s)) where the Services have been provided by Company in conformity with these Terms; (b) your breach of these Terms; or (c) any other liabilities or obligations of you to a third party, which in any event are not caused by Lumanu’s breach of these Terms, gross negligence, or willful misconduct. For clarity, you agree to indemnify, release, and hold harmless Lumanu from any Losses incurred by Lumanu or you as a result of you making any fraudulent, illegal, unsubstantiated or contractually disallowed (i) chargeback, clawback, stop-payment; or (ii) claim that any goods or services are undelivered, nonconforming, incomplete, unacceptable, or otherwise not eligible for full and complete payment, in any case in relation to a transaction for which Lumanu has facilitated payment and/or rendered Services. You acknowledge that payment authorizations for Charge(s) are managed at the sole discretion of the applicable bank(s) or card issuers. You agree to indemnify and hold harmless Lumanu for any Losses or consequences resulting from bank or card issuer treatment of ACH or credit card authorizations, which may include but are not limited to cash advance fees, overdraft fees, reward program earnings, or altered interest rate terms.
Collection of Funds Owed: In the event that you are liable for any amounts owed to Lumanu or its bank(s), including for payments forwarded to Recipient Creators for which you initiate a chargeback or ACH return, you authorize Lumanu (on its own behalf and on behalf of its bank(s)) to collect such amounts from any payment method provided by you and on file with Lumanu. If you do not have sufficient funds available to fulfill such payment, Lumanu (on its own behalf and on behalf of its bank(s)) may engage in collection efforts and/or other legal actions to recover such amounts from you.
Taxes: You are responsible for all, if any, applicable taxes arising from your use of the Services.
Unless otherwise agreed in your order form, you will be billed for every 30 days of service for the agreed SaaS fees. Your subscription will automatically renew after the Initial Service Term for successive 30 day terms. If you wish to cancel, you may do so by providing 30 days advance written notice. You are solely responsible for the charges already incurred or which originate from Services rendered prior to termination. Certain fees accrue per-transaction or by a method other than monthly subscription; for those fees, Lumanu will track such transactions, charge them to the payment method on file and invoice for such charges every 30 days.
You must be human (i.e., not a bot or automated program) to use the Services. Lumanu accounts registered by bots and other automated methods are not permitted and may be terminated immediately at Lumanu's sole discretion.
We have soft limits on all our plans and, should we believe that you are abusing the Services, we may temporarily suspend your account and will seek your cooperation to resolve any abusive situations and ensure compliance with these Terms and Lumanu’s other policies.
We reserve the rights to accept or refuse to any potential client. We have the sole and absolute discretion to decide whether to allow you to register, renew, change plans, or use our Services, subject to applicable law. In addition, we reserve the right to terminate our relationship with you for any reason as stated in the “Term, Termination and Cancellation” section. When a buyer or seller issue arises, we may consider the user's performance history and the specific circumstances in applying our policies.
You agree not to resell, duplicate, reproduce, or exploit any part of the Services without the explicit written permission of Lumanu.
You may not use the Services to transmit any viruses, worms, or malicious content or in furtherance of any illegal activity.
You promise not to access (or attempt to access) any of the Services by any means other than through the interface(s) that are provided by us and not in a manner that exceeds your authorization regarding such interface(s). Without limiting the generality of the foregoing, you specifically promise not to access (or attempt to access) any of the Services through any automated means (including use of scripts or crawlers) other than customary indexing of content by search engines. Similarly, you promise that you will not provide any third-party access to material on the Services (or facilitate their attempt to access) by any means other than through the interface that is provided by us.
The Services include links to other websites or services (including, but not limited to social networks advertisements and payment providers) solely as a convenience to you (“Linked Sites”). The inclusion of any Linked Site does not imply endorsement by Lumanu of any third party, third-party websites or any association with the operators of such Linked Sites. You are responsible for viewing and abiding by the privacy statements and User Agreement/Terms posted by any such third party or Linked Sites.
The information, products, materials and services on Linked Sites are not under the control of Lumanu and Lumanu does not provide or endorse any such Linked Sites or the information, products, materials or services contained on or available or accessible on or through any Linked Sites. Lumanu is not responsible if any Linked Site is not functioning properly. Lumanu makes no express or implied warranties with regard to the information, products, materials or services that are contained on or accessible through any Linked Sites. Access and use of any Linked Sites, including the information, products, materials and services on any Linked Sites or available through any Linked Sites, are solely at your own risk, and you acknowledge and agree that Lumanu is not responsible or liable, directly or indirectly, for any loss or damage caused or alleged to be caused by your use of any or dealings with any Linked Site or as the result of the presence of any advertisers on the Services or available through any third-party platforms.
Your correspondence or business dealings with, or participation in promotions of, any advertisers found on or through the Services, are solely between you and such advertiser. Any dealings with third parties, such as advertisers, included within the Services or available on or through any third-party platform, or participation in promotions involving the delivery of and payment for goods and services, or any other terms, conditions, warranties, or representations associated with such third parties, are solely between you and that third party. Lumanu is neither responsible nor liable for any part of such dealings with any third parties, including any promotions.
What this really means: We make it easy to run media through partner accounts, and hence social platforms. We connect to the APIs of these platforms. If these 3rd party sites are not working properly, we will do our best to help, but it’s ultimately not our responsibility.
Lumanu or its suppliers own the intellectual property rights to any and all protectable components of the Services, including but not limited to the name of the Services, artwork and end-user interface elements contained within the Services, many of the individual features, and the related documentation. You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the Services which Lumanu or its suppliers own.
We respect the intellectual property rights of others and expect users of the Services to do the same. We will respond to notices of alleged intellectual property infringement, including but not limited to copyright infringement, that comply with applicable law and are properly provided to us. If you believe that your content has been copied in a way that constitutes copyright infringement, please submit a claim by e-mailing us or by writing to us at the contact information provided below.
We care about the security of our users. We promise to take commercially reasonable steps to preserve the confidentiality of your information (including hashing and/or never storing your sensitive data). While we work to protect the security of your content and account, we cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account.
These Terms are effective from the date that you first access the Services or submit any information to Lumanu, whichever is earlier, and will remain effective until terminated in accordance with its terms, except for those terms that survive termination. Notwithstanding the prior sentence, to the extent you have established Services through an order form, the effective date shall be the date on the order form.
Other than Lumanu as stated in these Terms, the account owner is the only person who can cancel an account. You are solely responsible for providing written communicating to cancel your account. Once your account is canceled, all your account information will be permanently deleted. You won’t be charged again after your official cancellation date with the exception of outstanding payments owed or charges already incurred or which originate from Services rendered prior to the date of termination.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services or any part or portion thereof, with or without notice to you, for any legal reason, including but not limited to a belief that you are using the Services for illegal purposes or in connection with activities that we determine could expose us to liability or may be harmful to our or our reputation. Except where such termination is due to your breach of these Terms or other Lumanu policies or where necessary for security purposes, Lumanu will attempt to give at least thirty (30) calendar days’ notice prior to termination of Lumanu’s Services, where such termination is reasonably foreseeable. You agree that we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services, or any part or portion thereof. Nothing in these Terms will be construed to obligate Lumanu to maintain or support the Services, or any part or portion thereof, during the term of these Terms. Upon termination, your right to use the Services will cease immediately. All disclaimers, limitations of liability, rights of ownership and licenses to Lumanu will survive any termination.
We try to keep our Services safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our Services.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive, or otherwise harmful or objectionable. We provide no guarantees regarding the content posted by other users or third parties.
THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN“AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, LUMANU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR: (I) COMPLETENESS, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY OR RELIABILITY OF THE SERVICES OR ANY CONTENT PROVIDED BY THE SERVICES (II) ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES EXCEPT WHERE SUCH HARM IS THE RESULT OF LUMANU’S INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OR OTHERWISE RESULTS FROM A VIOLATION BY LUMANU OF THESE TERMS; (III)THE DELETION OF, OR THE FAILURE TO STORE OR TO TRANSMIT, ANY CONTENT AND OTHER COMMUNICATIONS THROUGH THE SERVICES; AND (IV) WHETHER THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, IN ANY EVENT, EXCEPT WHERE THE APPLICABLE HARM WAS CAUSED BY LUMANU’S GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING OR AS OTHERWISE STATED IN THESE TERMS.
You understand that Lumanu uses third-party vendors and hosting partners to provide necessary hardware, software, information, networking, storage, and related technology to run the Services.
EXCEPT FOR AMOUNTS OWED PURSUANT TO THE “CREATOR PROTECTION” SECTION OF THESE TERMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMANU SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL LUMANU'S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR THE AMOUNTS PAID BY YOU TO LUMANU FOR THE PAST TWELVE (12) MONTHS FOR THE SERVICES. AGGREGATE AMOUNTS OWED PURSUANT TO THE “CREATOR PROTECTION” SECTION OF THESE TERMS SHALL BE LIMITED TO THE LESSER OF (A) THE AMOUNT OF NONPAYMENT BY YOUR APPLICABLE CLIENTS WHICH HAS NOT YET BEEN REIMBURSED OR (B) TEN THOUSAND DOLLARS ($10,000). YOU MAY NOT CREATE NEW OR DUPLICATIVE ACCOUNTS TO ATTEMPT TO CIRCUMVENT THIS LIMITATION OF LIABILITY.
THE LIMITATIONS IN THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT LUMANU HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.
As a condition of your access to and use of the Services, you will indemnify and hold us (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms, your improper use of our Services or your breach of any law or the rights of Lumanu or any third party. Lumanu will indemnify and hold you harmless from any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including reasonable legal fees, made by any third party due to or arising out of Lumanu’s breach of these Terms or for intellectual property infringement based on Lumanu failing to obtain all ownership and/or license rights for intellectual property incorporated by Lumanu into its Services where Lumanu knew or should have known that it was infringing on such third party’s intellectual property rights.
If you have a Claim with one or more Recipient Creators or other third parties, you release Lumanu and its bank(s) (and their respective officers, directors, agents, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such Claims except where such Claims are primarily the result of the gross negligence or intentional wrongdoing of Lumanu or its bank(s).
If any provision of these Terms is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
Lumanu may remove accounts containing content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms.
Neither these Terms nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with our prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. In our sole discretion, we may assign these Terms, and in such event, we will post notice on www.lumanu.com.
Headings are for reference purposes only and do not limit the scope or extent of such Section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
These Terms, any Service-specific agreements, and any applicable authorization and opt-in for applicable payment methods set forth the entire understanding between you and Lumanu as to the Services and supersedes any prior agreements between you and Lumanu (including, but not limited to, prior versions of these Terms).
Any questions regarding these Terms should be addressed to support@Lumanu.com
PLEASE READ THIS PROVISION CAREFULLY: IT PROVIDES THAT ANY CLAIM MAY BE RESOLVED BY BINDING ARBITRATION AND THAT:
(i) YOU ARE GIVING UP YOUR RIGHT TO RESOLVE YOUR CLAIMS AGAINST LUMANU IN COURT OTHER THAN AS STATED BELOW;
(ii) YOU ARE GIVING UP YOUR RIGHT TO A JURY IN ANY TRIAL TO RESOLVE ANY CLAIM ALLEGED AGAINST LUMANU;
(iii) YOU ARE GIVING UP YOUR RIGHT TO RESOLVE YOUR CLAIMS AGAINST LUMANU IN A CLASS ACTION LAWSUIT OR ABRITATION AND TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY REGARDING, AND/OR TO PARTICIPATE AS A MEMBER OF, A CLASS OF CLAIMANTS IN ANY LAWSUIT OR ARBITRATION FILED AGAINST LUMANU.
You and Lumanu each agree that any and all disputes or claims that have arisen, or may arise, between you and Lumanu (including any disputes or claims between you and a third-party agent of Lumanu) that relate in any way to or arise out of these Terms or previous versions of the Terms, your use of or access to the Services, the actions of Lumanu or its agents, or any products or services sold, offered, or purchased through the Services shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.
Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can generally award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should apply the terms of the User Agreement and these Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to arbitrability and the scope or enforceability of this Agreement to Arbitrate shall be for a court of competent jurisdiction to decide, if neccesary.
The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules and procedures, including the AAA's Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word "arbitrator" in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA's rules will govern the number of arbitrators that may preside over an arbitration conducted under this Agreement to Arbitrate.
A party who intends to seek arbitration must first send to the other, by certified mail, a completed Notice of Dispute ("Notice"). The Notice to Lumanu should be sent to Lumanu Inc, 1528 Webster Street, Oakland, CA 94612. Lumanu will send any Notice to you to the physical address we have on file associated with your Lumanu account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.
If you and Lumanu are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Lumanu may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA's site at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. In the event Lumanu initiates an arbitration against you, it will send a copy of the completed form to the physical address we have on file associated with your Lumanu account. Any settlement offer made by you or Lumanu shall not be disclosed to the arbitrator.
The arbitration hearing shall be held in Oakland, California or at another mutually agreed location. If the value of the relief sought is $10,000 or less or is otherwise consented to by both parties, you or Lumanu may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Lumanu subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or Lumanu may attend by telephone, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different users, but is bound by rulings in prior arbitrations involving the same Lumanu user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
2. Costs of Arbitration
Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules, unless otherwise stated in this Agreement to Arbitrate. If the value of the relief sought is $10,000 or less, at your request, Lumanu will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by Lumanu should be submitted by mail to the AAA along with your Demand for Arbitration and Lumanu will make arrangements to pay all necessary fees directly to the AAA. If (a) you fail to comply fully with the Notice of Dispute requirement discussed above, or (b) the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Lumanu for all fees associated with the arbitration paid by Lumanu on your behalf that you otherwise would be obligated to pay under the AAA's rules. If an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
These Terms shall be governed by the laws of the State of California without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California for the purpose of resolving any dispute relating to your access to, or use of, the Services. Any action, proceeding, arbitration hearing or mediation relating to or arising from this Agreement must be brought, held, or otherwise occur in Alameda County, California.
Notwithstanding anything herein, if we elect in our sole discretion to resolve any claim through arbitration, you must cooperate fully with and be bound by such arbitration, without further recourse of any kind.
If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.