General
These General Terms and Conditions ("General Terms") govern the provision of the Lumendash service ("Service") to the Customer and the Customer’s use of it.
These General Terms, together with any applicable Order, schedules, exhibits, or appendices, form the entire agreement ("Agreement") between Lumendash and the Customer. In case of any conflict or inconsistency, the following order of precedence shall apply:
- The Order;
- Schedules or exhibits;
- These General Terms.
Definitions
- "Agreement": These General Terms, any Order, and associated schedules, addenda, or exhibits.
- "Confidential Information": Non-public information disclosed by a Party, including Customer Data, details about the LumenDash Service, and business-related information.
- "Customer": The entity that enters into the Agreement, whether through Order execution or by using the Service.
- "Customer Data": Data imported or generated by the Customer within the Service.
- "Data Destination/Source": Customer-defined locations for data import/export.
- "Documentation": Lumendash’s technical and functional documentation.
- "Effective Date": The date the Service begins or the date the Customer first uses the Service.
- "Lumendash": The designated Lumendash entity specified in the Order.
- "Order": The written order form or online registration detailing the Service specifics.
- "Party/Parties": Lumendash or the Customer, or both.
- "Plan": The Customer’s selected Service plan.
- "Service": Lumendash’s software-as-a-service (SaaS) for data measurement, analysis, and reporting, including dashboards, agent reports, and connector management.
- "Subscription Period": The duration of the Customer’s Service subscription.
- "User": A Customer employee authorized to use the Service.
- "Advertising Spend"/"Digital Advertising Data Source"/"Other Data Sources": Terms relevant to legacy AdSpend pricing plans or Lumendash Measurement.
Use of the Service
- Service Provision: Lumendash grants the Customer a non-exclusive, non-transferable right to access and use the Service per the Order and Documentation. The Customer is responsible for Data Source and Destination charges. If the Customer is a Media Agency, it may use the Service for client services, provided that data sharing remains within the Customer’s designated Data Destinations.
- Usage and Capacity: The Customer may extend Service usage by purchasing additional users, connectors, AI requests, or usage rights. LumenDash may charge for exceeding fair usage limits.
- Restrictions: The Customer shall not sublicense, reverse engineer, infringe Intellectual Property Rights, or disrupt the Service. The Customer must comply with LumenDash’s Acceptable Use Policy.
- Service Modification: Lumendash may modify the Service while maintaining core functionality during the Subscription Period. Customers will receive replacement functionalities at no extra cost. In cases of significant functionality degradation, the Customer may terminate the Agreement and receive a pro-rata refund.
- Setup and Support: Lumendash provides setup and support as per the Customer’s Plan.
- Information Security: Lumendash implements industry-standard security practices, detailed in its security policy.
- Free Subscriptions: Lumendash may offer Free Subscriptions with limitations and reserves the right to discontinue them at any time without liability. Support is not guaranteed for Free Subscriptions.
Customer Responsibilities and Obligations
- Customer Data: The Customer is responsible for the accuracy of Customer Data and compliance with applicable laws. The Customer must ensure the Service meets their business needs.
- Use of Data: Lumendash analyzes Usage Data to improve the Service and may disclose aggregated, de-identified data.
- Customer Account: The Customer is responsible for managing Users and ensuring account security.
- User Information: Lumendash processes User information for Service administration as outlined in its privacy notice.
- Suspension: Lumendash may suspend Service access due to non-compliance or non-payment.
Ownership of Intellectual Property Rights
Lumendash IP: Lumendash retains all Intellectual Property Rights in the Service and Documentation. The Customer grants Lumendash a license to use feedback for Service improvement.
- Customer IP: The Customer retains all Intellectual Property Rights in Customer Data.
Fees and Payment
- Fees: Service fees are non-cancellable and non-refundable.
- Payment: The Customer must pay fees as specified in the Order. Overdue payments incur interest.
- Taxes: The Customer is responsible for all applicable taxes.
- Fee Increase: Lumendash may adjust fees at the start of a renewal Subscription Period.
Confidentiality
- Restrictions: The Receiving Party shall protect and not disclose the Disclosing Party’s Confidential Information.
- Exclusions: Confidential Information does not include publicly available or independently developed information.
- Legal Disclosure: The Receiving Party must notify the Disclosing Party of any legally compelled disclosures.
Warranties
- Service: Lumendash warrants that the Service will conform to its Documentation.
- Viruses: Lumendash warrants commercially reasonable efforts to keep the Service free of viruses.
- Non-conformity Notice: The Customer must promptly notify LumenDash of any non-conformities.
- Warranty Disclaimer: LumenDash disclaims all other warranties.
Third-Party Indemnification
- Claims Against the Customer: Lumendash will defend the Customer against Intellectual Property Rights infringement claims.
- Intellectual Property Claim Remedies: Lumendash may obtain usage rights or modify the Service as needed.
- Claims Against Lumendash: The Customer shall defend Lumendash against claims related to Customer Data.
- Conditions: Indemnification obligations require timely notice and cooperation.
- Disclaimer: This section defines the Parties’ sole liability for third-party claims.
Term and Termination
- Term: The Agreement remains effective for the Subscription Period and renews automatically.
- Termination for Cause: Either Party may terminate for material breach.
- Effects of Termination: Upon termination, the Customer must stop using the Service and return Documentation.
- Surviving Sections: Certain provisions will remain in effect after termination.
Limitation of Liability
- Liability Not Excluded: Liability for negligence, fraud, or willful misconduct is not excluded.
- Exclusion of Liability: Neither Party is liable for indirect or consequential damages.
- General Limitation: Liability is capped at the annual Service fees.
Miscellaneous
- No Partnership: The Parties are independent contractors.
- Collaboration Partners and Publicity: Lumendash may share the Customer’s name with partners and use the Customer’s logo.
- Data Protection: The Agreement includes Lumendash’s GDPR DPA and CCPA Addendum.
- Force Majeure: Non-performance due to uncontrollable conditions does not constitute a breach.
- Severability; Waiver: Invalid provisions do not affect the Agreement’s validity.
- Assignment: Neither Party may assign the Agreement without consent.
- Governing Law and Jurisdiction: The Agreement is governed by the laws of England and Wales.
- Notices: All notices must be in writing.
- Entire Agreement: This Agreement represents the entire understanding between the Parties.
Last Updated: 27 March 2025