General Terms & Conditions

Definitions

• "Agreement" : These General Terms, any Order, and any associated schedules, addenda, or exhibits, which collectively govern the relationship between Lumendash and the Customer.
• "Confidential Information" : All non-public information disclosed by either Party to the other, whether orally or in writing, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be considered as confidential. This includes, but is not limited to, Customer Data, business plans, product information, pricing, and technical information.
• "Customer" : The individual or entity that enters into the Agreement with Lumendash for the use of the Service.
• "Customer Data" : Any data, content, or information provided by or on behalf of Customer or its Users to Lumendash in connection with the Service.
• "Data Destination/Source" : Any third-party platform, application, or service from which data is sourced or to which data is sent using the Service.
• "Documentation" : The user guides, manuals, instructions, or other materials provided by Lumendash describing the functionality or use of the Service.
• "Effective Date" : The date on which the Agreement becomes effective, as specified in the Order or as otherwise agreed by the Parties.
• "Lumendash" : Refers to Lumendash, Inc., the provider of the Service.
• "Order" : Any order form, online order, or other ordering document entered into by Customer and Lumendash, specifying the Service, Plan, Subscription Period, and applicable fees.
• "Party" or "Parties" : Refers individually to either Lumendash or the Customer, and collectively to both.
• "Plan" : The specific subscription plan for the Service selected by the Customer, as described in the Order and Documentation.
• "Service" : The Lumendash software-as-a-service platform and related services provided to the Customer under the Agreement.
• "Subscription Period" : The period during which the Customer is authorized to use the Service, as specified in the Order.
• "User" : Any individual authorized by the Customer to access or use the Service.
• "Advertising Spend" : The total amount spent by the Customer on advertising through connected Data Destinations/Sources, as measured by Lumendash for billing or reporting purposes.

Use of the Service

Subject to the terms of the Agreement, Lumendash grants the Customer a non-exclusive, non-transferable, and limited right to access and use the Service during the Subscription Period solely for the Customer’s internal business purposes. The Customer shall not: (a) sublicense, sell, or lease the Service; (b) reverse engineer or attempt to discover the source code of the Service; or (c) use the Service to build a competing product or service.

Customer Responsibilities and Obligations

• The Customer is responsible for all activity occurring under its account and for its Users’ compliance with the Agreement.
• The Customer shall provide accurate and complete information when registering and keep such information up to date.
• The Customer is responsible for maintaining the confidentiality of its login credentials and for all activities that occur under those credentials.
• The Customer shall not use the Service in violation of applicable laws or regulations.

Ownership of Intellectual Property Rights

Lumendash and its licensors retain all right, title, and interest in and to the Service, including all intellectual property rights therein. The Customer retains all right, title, and interest in and to the Customer Data. No rights are granted to either Party except as expressly set forth in the Agreement.

Fees and Payment

• The Customer shall pay all fees specified in the Order in accordance with the payment terms set forth therein.
• Unless otherwise stated, all fees are non-refundable and exclusive of applicable taxes.
• Late payments may accrue interest at the rate specified in the Order or, if not specified, the lesser of 1.5% per month or the maximum rate permitted by law.

Confidentiality

Each Party agrees to protect the other Party’s Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may only be used as necessary to perform obligations or exercise rights under the Agreement and may not be disclosed to any third party except as required by law or with the other Party’s written consent.

Warranties

• Lumendash warrants that the Service will perform materially in accordance with the Documentation during the Subscription Period.
• EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND LUMENDASH DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Third-Party Indemnification

The Customer agrees to indemnify, defend, and hold harmless Lumendash and its affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to the Customer’s use of the Service, violation of the Agreement, or infringement of any third-party rights.

Term and Termination

• The Agreement commences on the Effective Date and continues for the Subscription Period, unless terminated earlier in accordance with the Agreement.
• Either Party may terminate the Agreement upon written notice if the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of notice.
• Upon termination, the Customer’s right to access the Service will cease and all fees due shall become immediately payable.

Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• LUMENDASH’S TOTAL LIABILITY UNDER THE AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO LUMENDASH FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Miscellaneous

• The Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.
• If any provision of the Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
• The Agreement may only be amended in writing signed by both Parties.
• The Agreement is governed by the laws of the State of Delaware, without regard to its conflict of law principles.