These Terms of Use are entered into by and between you (the “User” or “you” or “your”) and Written Byte Ltd. (“Company” or “us” or “we”). The Terms of Use govern your access to and use of the Company website located at https://analyze.lumar.io/ (the “Site”).
Company reserves the right, at any time, to change or update these Terms of Use, by posting on the Site. Any change, addition or update will be effective immediately. Your continued use of the Site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. In the event that any change or update is deemed by the Company, acting in good faith, to be material, the Company shall notify Users via email of such change and Users will have the right to terminate these Terms of Use with the Company in accordance with Section 10 of these Terms of Use. The Company is not obliged to notify Users of non-material changes to these Terms of Use, so please check back regularly.
1) Definitions
“Additional Services” means any additional services purchased by a Subscriber in addition to those already included as part of that Subscriber’s subscription.
“API” means application program interface.
“API Key” means a key provided to Users by the Company to enable access to an API.
“Beta Features” means new or test features or functionality added to the Service by the Company in unfinished or beta form.
“Fees” means any fees payable by a Subscriber in order to have access to all or part of the Site and the Service.
“Free User” means anyone who uses the free aspects of the Site or Service and does not pay Fees.
“Initial Subscription Term” means the initial term for which a Subscriber subscribes to the Service.
“Intellectual Property Rights” means all intellectual property rights, including patents, copyrights, moral rights, works of authorship (including copyrights in computer software) and rights in data and databases; trademarks, service marks, Internet domain names, trade dress and trade names, together with all goodwill associated therewith and symbolized thereby; trade secrets; and rights of privacy and publicity; and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for the full term of such rights, and any renewals and extensions of them.
“Normal Business Hours” means 9:00 AM to 6:00 PM London time, Monday to Friday.
“Personal Data” has the meaning set out in the DPA until 25 May 2018, and thereafter the meaning set out in GDPR.
“Processing” has the meaning set out in the DPA until 25 May 2018, and thereafter the meaning set out in GDPR.
“Service” means the Lumar service offered by the Company.
“Subscriber” means anyone who pays Fees.
“Transaction Taxes” means applicable UK Value Added Taxes, US sales and use taxes.
“User Data” means any data provided by a User as part of their use of the Service.
“Users” means Free Users and Subscribers.
2) Description of service
The Service is offered by the Company to provide businesses and individuals access to rich search engine optimization reports, tools, APIs and issue tracking software. Subject to the Subscriber paying the Fees and subject to the obligations and restrictions set out in these Terms of Use, the Company hereby grants to the Subscriber a non-exclusive, non-transferable right to use the Service during the Initial Subscription Term and any subsequent renewal term.
Free Users may access the Site or a limited version of the Service with a free account. Subject to the obligations and restrictions set out in these Terms of Use, the Company hereby grants to Free Users a non-exclusive, non-transferable and revocable right to use the limited and free elements of the Service solely for the Free Users’ internal business operations. The Company reserves the right to cancel, suspend, or block a Free User’s access to the Site or Service at its sole discretion without notice.
From time to time, the Company may offer free trials of the Service (including free reports created using the Service). These are not intended for, and may not be used by:
1. anyone who has been given, accessed and/or used a free trial or a free report previously;
2. current Subscribers;
3. anyone who has been a Subscriber in the previous six months; or
4. anyone who has been provided with a demonstration of the Service by a representative of the Company within the previous six months.
While access to certain components of the Site and selected features of the Service (such as free trials and free reports) are free, the Company reserves the right to stop offering these for free and/or to charge Fees for these features. In such circumstances, before being charged, Free Users will be notified and will be given the option to stop using those aspects of the Site or Service for which Fees will be charged, or to become a Subscriber.
The Company may change the Site and/or the Service from time to time, with or without notice, by adding, modifying, suspending, or discontinuing features of the Site and/or the Service, although Subscribers will be notified by the Company of any material change in accordance with Section 10 of these Terms of Use.
Access to the Site and Service is expressly conditioned on the User’s compliance with these Terms of Use, the Lumar Privacy Policy located at https://live-lmr-jp1.pantheonsite.io/privacy-policy/ , the Lumar Cookie Policy https://live-lmr-jp1.pantheonsite.io/cookie-policy/ and any applicable laws.
3) Support
The Company will, as part of the Service and at no additional cost to the Subscriber, provide the Subscriber with the Company’s standard customer support service during Normal Business Hours. To the extent that the Subscriber requires any customer support service outside of normal business hours, this may be provided for such additional fees as shall be agreed with the Subscriber.
4) Company warranties
The Company will perform the Services with reasonable skill and care. This undertaking shall not apply to the extent that an issue is caused by the User’s use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorized contractors or agents.
The Company warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under these Terms of Use.
5) Conditions governing all users
Users shall carry out all User responsibilities set out in these Terms of Use in a timely and efficient manner.
Users shall comply with all applicable laws and regulations with respect to its activities under these Terms of Use and the use of the Service.
The Service is available only to Users who are human (not bots, except for certain authorized API users) and 18 years of age or older. By using the Site and the Service, you represent and warrant that you meet the foregoing eligibility requirement. If you are not 18 years of age, you must not access or use the Site or the Service.
Users shall ensure that their network and systems comply with the relevant specifications provided by the Company from time to time in order to make use of the Service.
Users shall be solely responsible for procuring and maintaining their network connections and telecommunications links from their systems to the Site and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the internet.
Users agree to inform the Company immediately upon learning of a security breach that relates to their account or a third party’s improper use of the Site or the Service in connection with their account.
The Company reserves the right to monitor User activity.
Users shall not:
1. Use the Site and/or Service in a way which affects the performance and availability of a public website which the User does not own;
2. Breach or infringe any third party rights;
3. Process or collect any personal data without the prior consent of the individual in question;
4. Crawl pages which contain any information or content that is illegal, infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
5. Use the Site and/or the Service to deliver unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
6. Use the Company’s or the Lumar name, logo, trademark or branding without the Company’s consent or impersonate any person or entity, including any employee or representative of the Company;
7. Access, tamper with or use private areas of, the Site, the Service or the Company’s systems;
8. Break or circumvent the Company’s security measures or otherwise test the vulnerability of the Site, the Service or the Company’s systems or networks;
9. Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, reverse compile, disassemble, or distribute all or any portion of the Service or the Site;
10. Deliberately or knowingly interfere with or disrupt the proper functioning of the Site or the Service; or
11. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Service or make the Service available to the general public or any third party (except for the purpose of providing the results of reports to authorized third parties).
6) Conditions governing subscribers
Term and Renewal. This Agreement shall commence on the Subscription Start Date of the first Order Form and continue in effect until the expiration or termination of all Order Forms, unless otherwise agreed upon by the parties in writing or unless terminated earlier by either party as set out in this Agreement. The term of an Order Form will be as specified in the applicable Order Form and will continue from the Start Date of the relevant Order Form for the duration of the Term. The contract will automatically renew upon the expiry of the Term for an additional Term Period, and thereafter will automatically renew upon the end of each Term, unless terminated as set out in the “Termination” subsection of this Section 6. The Company is under no obligation to provide notice of automatic renewal to Subscribers.
Fees. The Subscriber shall pay the Company for the Services the fees and expenses specified in each Order Form. All amounts and Fees stated are exclusive of value added tax, which shall be added to any invoice(s) at the appropriate rate. Upon each automatic renewal of a Subscriber’s subscription, the Fees payable in respect of the renewal term may increase without notice by up to 6% compared to the previous term. Notwithstanding this, the Company reserves the right to increase the Fees in respect of an upcoming renewal term to the then-current non-promotional subscription rate provided it gives the Subscriber 90 (ninety) days’ notice of such increase by email to the address then currently associated with the Subscriber’s account. Subscriber shall pay or reimburse the Company for Transaction Taxes that the Company is required to collect on the sale of Services sold to the Subscriber under these Terms of Use, it being understood that this obligation is without prejudice to any statutory obligation that either party may owe to a taxing authority. In the event that the Company is subject to audit by any taxing authority and the Company shall not have collected Transaction Taxes from the Subscriber, the Subscriber shall provide the Company with documentary evidence that the Subscriber has paid the Transaction Taxes to the relevant taxing authority. The Company is hereby authorized to share such documentary evidence with relevant taxing authorities.
Payment Terms. Unless otherwise agreed in the relevant Order Form, all invoices must be paid by the Subscriber within 30 (thirty) days after the date of such invoice. Subscribers agree that if the Company has not received payment within this period, and without prejudice to any other rights or remedies of the Company, the Company may (a) without liability to the Subscriber, cancel the Subscriber’s subscription and disable the Subscriber’s account which may lead to the loss of any data associated with their subscription (b) charge interest, calculated on a daily basis, on any outstanding Fees at a rate of 2% per month and (c) charge the Subscriber for legal fees and reasonable collection costs arising from the Company’s efforts to collect any outstanding Fees.
Online Subscribers. Online Subscribers are responsible for selecting the Initial Subscription Term of their subscription from the options available when they sign up on the Site or using a link specially provided for them. After the expiration of the Initial Subscription Term, the Subscriber’s subscription to the Service shall automatically renew for a period of time equal to the Initial Subscription Term and shall continue to automatically renew in this way upon the expiration of each subsequent renewal term unless terminated as set out in the “Termination” subsection of this Section 6. The Company is under no obligation to provide notice of automatic renewal to Subscribers and urges Subscribers to visit their ‘Credits’ page while signed in to their account on the Site in order to find out when their subscription is set to renew.
Credit Card. A Subscriber may use a credit card to pay the Fees and hereby authorizes the Company to bill such credit card for any Fees payable in respect of the Initial Subscription term and any subsequent renewal terms. Subscribers are responsible for ensuring that the credit card associated with their account or subscription is up to date, that information posted in connection with it is accurate, and that they are authorized to use it. If the Company cannot charge the credit card in question, it may cancel the Subscriber’s subscription and the Subscriber may lose access to the Service and any data associated with their subscription. Please note that the Company does not store credit/debit card numbers or any related information, nor does it share customer financial details with any 3rd parties. The Company is under no obligation to provide notice of automatic renewal to Subscribers and urges Subscribers to visit their ‘Credits’ page while signed in to their account on the Site in order to find out when their subscription is set to renew.
Termination. The Subscriber or the Company may terminate these Terms of Use by giving at least 60 (sixty) days’ notice in writing to the other, such notice to expire at the end of the Initial Subscription Term or any subsequent renewal term.
Either party may terminate these Terms of Use with immediate effect by giving written notice to the other if the other party commits a material breach of any of its obligations under these Terms of Use and, in the case of a remediable breach, the other party fails to remedy it within 30 (thirty) days of the date of receipt of notice specifying the breach and requiring it to be remedied.
Without prejudice to any other of the Company’s rights or remedies, the Company may terminate these Terms of Use or terminate or suspend the Service (in whole or in part) and/or access to the Site or the Subscriber’s account with immediate effect on written notice to the Subscriber if the Subscriber is in breach of any provision of Section 5 or any of the payment terms in this Section 6 of these Terms of Use.
On termination of these Terms of Use for any reason (a) all licenses granted under these Terms of Use shall immediately terminate, (b) the Subscriber’s shall make no further use of the Service, (c) the Company may destroy or otherwise dispose of any User Data or other data relating to a Subscriber in its possession and (d) any rights remedies obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
Reactivation. Where any Subscribers’ accounts are suspended or terminated and a Subscriber subsequently wishes to reactivate such accounts, this reactivation may be done at Company’s discretion and shall be subject to additional Fees as may be charged by the Company.
No Refunds. The Company is not obligated to return or refund any Fees paid at any time except as set out in this “No Refunds” subsection or expressly referenced in these Terms of Use.
If the Subscriber chooses to cancel their account and terminate these Terms of Use during the Initial Subscription Term or any subsequent renewal term for any reason other than a material breach committed by the Company which has not been remedied (as set out in the “Termination” subsection of this Section 6 above) or in accordance with Section 10, the Subscriber will not be refunded in whole or in part.
In the event that these Terms of Use are terminated by the Subscriber due to a material breach committed by the Company (as set out in the “Termination” subsection of this Section 6 above) or in accordance with Section 10, the Company shall refund the Subscriber a pro-rated amount of the Fees paid for the remaining portion of the term following the effective date of termination.
7) User data
The User shall own all rights (including Intellectual Property Rights), title and interest in and to all of the User Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the User Data. The User grants to the Company a non-exclusive, royalty free, worldwide, sub-licensable right to use, copy, store, transmit, display, analyses and otherwise reasonably deal with User Data in connection with the Service and as otherwise anticipated by these Terms of Use. To the extent that any User Data (or part thereof) is unavailable for whatever reason through fault of the Company, the Company shall have no liability to the User for any impact this may have on the Service, although the Company shall use commercially reasonable efforts to make the User Data (or part thereof) available as soon as practicable.
In the event of any loss or damage to User Data in connection with the Service, the User’s sole and exclusive remedy shall be for the Company to use commercially reasonable efforts to restore the lost or damaged User Data. The Company shall not be responsible for any loss, destruction, alteration or disclosure of the User Data caused by any third party (except those third parties sub-contracted by the Company to perform the Service related to User Data).
The Company shall not be obliged to make any back-up copies or return any User Data to the User when these Terms of Use terminate and/or expire.
Insofar as User Data contains any Personal Data:
1. The parties shall comply with the provisions and obligations imposed on them by the Data Protection Laws at all times when Processing Personal Data in connection with these Terms of Use, which Processing shall be in respect of the types of Personal Data, categories of Data Subjects, nature and purposes, and duration, set out in the applicable Order Form.
2. Each party shall maintain records of all Processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.
3. The User shall ensure that any instructions it issues to the Company shall comply with the Data Protection Laws.
4. To the extent the Company receives from, or processes any Personal Data on behalf of, the User, the User acknowledges that the User shall be the data controller and the Company shall be the data processor of such Personal Data, and the Company shall:
(a) process such Personal Data (i) only in accordance with the User’s lawful written instructions from time to time (including those set out in these Terms of Use), unless it is otherwise required by applicable law (in which case, unless such law prohibits such notification on important grounds of public interest, the Company shall notify the User of the relevant legal requirement before Processing the Personal Data), and (ii) only for the duration of these Terms of Use;
(b) not process such Personal Data for any purpose other than those set out in these Terms of Use or otherwise expressly authorised by the User;
(c) take commercially reasonable steps to ensure its personnel who are authorised to have access to such Personal Data are committed to binding obligations of confidentiality when Processing such Personal Data;
(d) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing, implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;
(e) (unless the transfer is based on an “adequacy decision”, is otherwise “subject to appropriate safeguards” or if a “derogation for specific situations” applies, each within the meanings given to them in Articles 45, 46 and 49 of the GDPR respectively) not transfer, access or process such Personal Data outside the UK or the European Economic Area without the prior written consent of the User (not to be unreasonably withheld or delayed and, for the purposes of this Section, the User hereby consents to the transfer to and access of such Personal Data by group companies of the Company located outside the European Economic Area for purposes in connection with the provision of the Service);
(f) inform the User without undue delay upon becoming aware that any such Personal Data is (while within the Company’s or its subcontractors’ or possession or control) subject to a personal data breach (as defined in Article 4 of GDPR);
(g) only appoint a third party to process such Personal Data with the prior written consent of the User (not to be unreasonably withheld or delayed and, for the purposes of this Section, the User hereby consents to the appointment by the Company of third party hosting and server providers, including but not limited to Amazon Web Services, as well as group companies of the Company, to process such Personal Data), and notwithstanding any such appointment the Company shall be liable for the acts and omissions of any such third party as if they were the acts and omissions of the Company;
(h) not disclose any Personal Data to any Data Subject or to a third party other than at the written request of the User or as expressly provided for in these Terms of Use;
(i) (except for Personal Data of which the Data Processor is also a Data Controller and except as required by law or in order to defend any actual or possible legal claims) as the User so directs, take reasonable steps to return or irretrievably delete all Personal Data on termination or expiry of these Terms of Use, and not make any further use of such Personal Data;
(j) provide to the User and any DP Regulator all information and assistance reasonably necessary or desirable to demonstrate or ensure compliance with the obligations in this section and/or the Data Protection Laws;
(k) permit the User or its representatives to access any relevant premises, personnel or records of the Company on reasonable notice and at Normal Business Hours to audit and otherwise verify compliance with this section, subject to: (i) the User performing such audits no more than once per year (or more frequently if required by Data Protection Laws); (ii) the User submitting a detailed audit plan at least six weeks in advance of the proposed audit date; (iii) the User and its representatives executing a confidentiality agreement acceptable to the Company prior to such audit; (iv) the audit being at the User’s sole cost and expense;
(l) take such steps as are reasonably required to assist the User in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of GDPR;
(m) notify the User within as soon as reasonably practicable if it receives a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data; and
(n) provide the User with reasonable co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data, provided that the User shall be responsible for the Company’s costs and expenses arising from such co-operation and assistance.
5. If either party receives any complaint, notice or communication which relates directly or indirectly to the Processing of Personal Data by the other party or to either party’s compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.
Any personal data collected by the Company in its capacity as a data controller for its own business purposes will be processed in accordance with the Lumar Privacy Policy.
8) Improvements
The Company may incorporate updates or improvements to the Service. If the Company does so, these updates or improvements will be available in accordance with the Company’s standard release process.
The Subscriber may request changes to the Service and the Company may in its discretion agree to provide these. If the Company does provide any changes agreed with the Subscriber, such changes may be subject to the Subscriber paying additional Fees (as the Company agrees with the Subscriber) and they will be made available to the Subscriber as agreed with the Company (though the Subscriber acknowledge that this may be in accordance with the Company’s standard release process).
9) Additional services
Additional Services. The Subscriber may, from time to time purchase Additional Services. The Subscriber shall notify the Company in writing if they wish to do so. The Company shall evaluate such request for Additional Services and respond to the Subscriber either approving or rejecting the request. If the Company approves the Subscriber’s request to purchase Additional Services, the Subscriber shall pay any additional Fees via credit card or invoice as agreed between the parties.
Beta Services. From time to time, the Company may add Beta Features to the Services. Beta Features will be considered part of the Service and all provisions of these Terms of Use relating to the Service will apply to the Beta Features. Users acknowledge that Beta Features may be untested, non-functional, and/or partially functional features of the Service.
If the User elects to use a Beta Feature, they do so at their own risk. Notwithstanding anything else in these Terms of Use to the contrary, the Beta Features will be provided on an AS IS and AS AVAILABLE basis and the Company does not warrant that the Beta Features will be provided with reasonable care and skill. The Company disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Beta Features and advises that Users do not rely on the Beta Features for any purpose whatsoever. Any risk that Beta Features may harm or interrupt the regular running of a User’s software or hardware is borne entirely by the User of the Beta Features.
API Services. The Company may provide a free API with its proprietary data. All data associated with such an API is proprietary to the Company. If Users publicly display proprietary data associated with a free API, they must comply with any link and attribution guidelines set forth on the Site from time to time. An API may be accessed via an API Key licensed to Users non-exclusively by the Company. Users agree to keep their API Key confidential, and not to share it with any third party. This license is personal to Users. Users agree that they will be personally responsible for the use of their API Key. All access and activities of any kind including transactions, payments or losses made or caused that occur from a User’s API Key are that User’s responsibility. Users acknowledge and agree that the Company may rely on such access through the API Key as being made by the User to whom it is licensed, regardless of whether Users have authorized others to use it.
The Company reserves the right to suspend or terminate access to a free API at any time and for any reason, with or without cause. If a User’s access to a free API is suspended or terminated, that User agrees that they have no rights associated with such API and shall not be entitled to any remuneration or compensation of any kind.
10) Service limitations and changes to the service
The Company may establish limits concerning use of the Service (including by way of example the frequency with which Users may access the Service) or make changes to the Service at its discretion. Insofar as these limits or any material changes affect a Subscriber and are not merely a temporary suspension or interruption as contemplated in Section 4 of these Terms of Use, the Company shall give the Subscriber no less than 30 (thirty) days’ notice of the limitations or material changes. The Subscriber shall then have the option to terminate their subscription and these Terms of Use by giving notice to the Company in writing within 30 (thirty) days from the date that the Company sent the initial notice, such termination to be effective on the date such limit or material change is implemented. In the event that the Subscriber exercises this option, the Company shall refund the Subscriber a pro-rated amount of the Fees paid for the remaining portion of the term following the effective date of termination.
11) IPR
The User acknowledges and agrees that the Company and/or its licensors own all Intellectual Property Rights in the Site and in the Service. Except as expressly stated in these Terms of Use, Users are not granted any rights in any Intellectual Property Rights or any other rights in respect of the Site or the Service.
The User grants to the Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and/or incorporate any suggestions, enhancement requests, recommendations or other feedback provided by the User to the Company relating to the Site and/or the Service.
12) Indemnity
The User shall defend, indemnify and hold harmless the Company and its respective officers, directors and employees against all third party claims, fines, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Service.
The Company shall defend, indemnify and hold harmless a Subscriber, its officers, directors and employees against any third-party claim that the Service infringes any Intellectual Property Rights of any third party.
Notwithstanding the foregoing, in no event shall the Company, its employees, agents and sub-contractors be liable to a User to the extent that any alleged infringement is based on (a) a modification of the Service by anyone other than the Company (or any party acting on its behalf), (b) the User’s use of the Service in breach of these Terms of Use, or any reasonable instructions given to the User by the Company, (c) the User’s use of the Service after notice of the alleged or actual infringement from the Company to the extent the Company has requested the User to cease using the Service, (d) User’s use of the Service in combination with materials, software, intellectual property or services not furnished by or approved by the Company, where there would be no basis for the claim but for the combination and/or (e) User’s failure to implement a work-around, release, update or other modification to or for the Service as provided or directed by the Company.
In the defense or settlement of any claim, the Company may procure the right for the Subscriber to continue using the Service or replace or modify the Service so that it becomes non-infringing or, if such remedies are not reasonably available, terminate these Terms of Use on 2 (two) business days’ notice to the Subscriber. In the event of such termination, the Company shall refund the Subscriber a pro-rated amount of the Fees paid by the Subscriber for the remaining portion of the term following the effective date of termination. Beyond this, the Company shall have no additional liability or obligation to pay damages or other additional costs to the Subscriber.
The Company is under no obligation to defend, indemnify or hold harmless a Free User in any circumstances.
This Section 12 (together with Section 13) states User’s sole and exclusive rights and remedies, and the entire obligations and liability of the Company, for infringement of any third party Intellectual Property Rights relating to the Service.
13) Disclaimer of warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, THE SERVICE AND ANY ADDITIONAL SERVICES (INCLUDING THE BETA FEATURES, AS APPLICABLE) OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14) Limitation of liability
IN NO EVENT WILL THE COMPANY AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, THE SERVICES AND/OR THESE TERMS OF USE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE TOTAL FEES PAID BY YOU UNDER THESE TERMS OF USE IN CONNECTION WITH YOUR USE OF THE SITE AND/OR THE SERVICES.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
THE USER ACKNOWLEDGES AND AGREES THAT THE COMPANY MAY SUB-CONTRACT ELEMENTS OF THE PROVISION OF THE SERVICE TO ANY OTHER THIRD PARTY (FOR EXAMPLE TO DATA HOSTING AND STORAGE PROVIDERS). THE COMPANY SHALL ONLY BE LIABLE TO A USER FOR ANY LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING OUT OF OR IN CONNECTION WITH ANY SUB-CONTRACTED ELEMENTS OF THE SERVICE TO THE EXTENT THAT THE COMPANY IS ABLE TO RECOVER THE SAME FROM THE RELEVANT THIRD PARTY SUB-CONTRACTOR.
15) Force majeure
The Company shall not have any liability to a User under these Terms of Use if it is prevented from or delayed in performing its obligations to the User, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving its own workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the User is notified of such an event and its expected duration.
16) Special Admonitions for international use
As a consequence of the global nature of the Internet, Users agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, Users agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which the User resides.
17) Publicity
Users may not make any publicity announcements referencing or alluding to the Company without the Company’s prior written consent. The Company agrees not to make any publicity announcements referencing or alluding to the User without the User’s prior written consent.
18) General
Conflict. These Terms of Use take precedence over the User Agreement and Privacy Policy. If there is any conflict or inconsistency between these Terms of Use and the User Agreement and/or Privacy Policy, the provisions of these Terms of Use shall prevail to the extent of such conflict or inconsistency. These Terms of Use do not however prevent the Company from exercising, benefitting from or enforcing any of its rights or remedies under the User Agreement or Privacy Policy (except to the extent that these Terms of Use prevail), nor does it otherwise diminish or affect those rights or remedies in any way.
Notices. The Company may from time to time sends Users additional information regarding the Site or Service or in connection with these Terms of Use. By using the Site or Service, Users consent to receiving this information electronically. The Company may provide information to Users by email at any address registered with the Site or Service or via the Site or Service itself. Notices provided to Users via email or via the Site or Service will be deemed given and received on the transmission date. Users understand and agree that these Terms of Use and any notices given pursuant to these Terms of Use are enforceable in electronic format.
Waiver. No single or partial exercise, or failure or delay by a User or the Company in exercising any right, power or remedy provided under these Terms of Use (including with respect to a breach of these Terms of Use) shall constitute a waiver by that party of, or impair or preclude any further exercise of, that or any right, power or remedy arising under these Terms of Use or otherwise.
No Partnership or Agency. Nothing in these Terms of Use shall create a partnership or joint venture between the Company and a User and save as expressly provided in these Terms of Use neither party shall enter into or have authority to enter into any engagement or make any representation or warranty on behalf of or pledge the credit of or otherwise bind or oblige the other party.
Assignment. Users may not assign rights or delegate any duties under these Terms of Use. The Company may assign rights or delegate duties under these Terms of Use to (a) an affiliate or (b) an acquirer of all or a majority of the Company’s equity interests, assets, or business to which these Terms of Use relates (including by a merger, consolidation, or operation of law). These Terms of Use will bind successors and permitted assigns.
Third Party Rights. Except to the extent stated otherwise in these Terms of Use, nothing in these Terms of Use confer any legal or equitable right, benefit or remedy upon any person other than the parties.
Severance. To the extent that any provision of these Terms of Use is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and it shall not affect the enforceability of the remainder of these Terms of Use nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
Entire Agreement. These Terms of Use, and any documents referred to in them, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Users and the Company each acknowledge and agree that in entering into these Terms of Use they do not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to these Terms of Use or not) relating to the subject matter of these Terms of Use, other than as expressly set out in these Terms of Use.
Counterparts. These Terms of Use may be executed in any number of counterparts, each of which, when taken together, shall be an original.
Governing Law and Jurisdiction. These Terms of Use and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of England and Wales without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of England and Wales. Each of the parties irrevocably submits for all purposes in connection with these Terms of Use to the exclusive jurisdiction of the courts of England and Wales. The Parties exclude the application to these Terms of Use of the United Nations Convention on Contracts for the International Sale of Goods.
These Terms of Use. By accessing the Site or Service, Users consent to have these Terms of Use provided in electronic form via the Site. Users should print a copy of these Terms of Use for their records.
Queries. Any questions regarding these Terms of Use should be addressed to info@lumar.io .