Terms and Conditions

1. General

1.1  These Terms and Conditions (“Agreement”) constitute a legally binding agreement between Lumana (as defined below) and the Customer (as defined below), and sets forth the terms under which Customer shall purchase, access and use the Company Solutions (as defined below).

1.2.  Prior to accessing, using or placing any order with Lumana, the Customer acknowledges and agrees that it has read, understood and agreed to this Agreement, the Lumana Privacy Policy available at: https://www.lumana.ai/privacy-policy (the “Privacy Policy"), and any additional applicable terms, conditions, notices and policies referenced herein or therein (the “Specific Terms”). All aforementioned documents may be amended or updated from time to time (the Privacy Policy, the Specific Terms, the DPA and the Monitoring Services Addendum, as defined below, are collectively referred to as the “Additional Terms”).

1.3.  If Customer does not agree to the terms of this Agreement in their entirety or any Additional Terms, then they should not access, use, or purchase any of Lumana’s products or services.

2. Preamble, definitions and exhibits

2.1.  Conflict. In the event of conflict between this Agreement and any specific Order, ‎the terms of the Order shall prevail.‎

2.2.  Definitions. For purposes of this Agreement, the following terms shall have the respective meanings ‎indicated below‏:‏

3. Order; Delivery

3.1.  Order. Subject to full payment by Customer, Company shall deliver the products ordered by Customer under an Order (and in the quantities specified therein). Any terms or conditions (whether printed, hyperlinked, or otherwise) in an Order not accepted in writing by Company and which purport to modify or supplement the Order or this Agreement (or any corresponding quote issued by Company), shall be void and of no effect.

3.2.  Changes; Cancellation. Orders may be not changed or cancelled by the Customer.

3.3.  Delivery. The Company shall make commercially reasonable efforts to deliver the Company Products and/or Third-Party Products to the Customer at the agreed-upon location in the Order and within the specified timeframe agreed upon in the approved Order. The Company does not guarantee delivery dates and shall not be liable for any delays or unforeseen circumstances that may affect delivery. Customer acknowledges that delivery is dependent on third parties and circumstances outside Company’s control.

3.4. Lease; Trials and Proofs of Concept. Solely if expressly set forth in the applicable Order, Company Products are leased and not sold by the Company for the lease period specified in the applicable Order (the “Lease Period”). Upon expiration or termination of the Lease Period, Customer shall promptly return the leased Company Product(s) to Company in the same condition in which they were provided to Customer by Company, less reasonable wear and tear. If an applicable Order expressly states that specific Company Products are provided on a trial, evaluation, proof-of-concept, pilot, or similar basis (each, a "Trial" or "POC"), then (i) such Company Products are provided solely for evaluation purposes during the period specified in the applicable Order (or, if not specified, during the period designated by Company in writing), (ii) title to and ownership of such Company Products will at all times remain with Company, and (iii) upon expiration or termination of the Trial/POC, Customer shall promptly return such Company Product(s) to Company in the same condition and in the original boxes in which they were provided to Customer by Company, less reasonable wear and tear.

3.5.  Transfer of Title and Risk of Loss. Delivery shall be made Delivered at Place (DAP) to the agreed-upon location in the Order in accordance with Incoterms® 2020. Risk of loss or damage to the purchased Company Products will transfer to the Customer upon delivery to the agreed-upon location in the Order. Title and risk of loss or damage to the purchased Third-Party Products will transfer to the Customer upon delivery to the agreed-upon location in the Order. Customer shall be solely responsible for any and all import duties, taxes, customs clearance, and any other charges imposed by the destination country, as well as for obtaining any necessary import licenses or authorizations.

3.6.  Inspection. Upon receipt of the Company Products and Third-Party Products, the Customer shall inspect the shipment for any visible damage or discrepancies. Any such issues shall be promptly reported to the Company. Failure to report such issues within 3 days from the date of delivery shall be considered acceptance of the Company Products and Third-Party Products in their delivered condition.

4. Fees and payments

4.1.  Payment Terms; Late Payment. Customer shall pay the Company the fees stipulated in the Order upon receipt of invoice date, unless otherwise stated in the Order. Payments are non-refundable, non-cancellable, and without any right of set-off. Any amount not paid within 30 days of due date will accrue interest on a daily basis until paid in full, at the lesser of the rate of one and a half percent (1.5%) per month, and the highest amount permitted by applicable law.

4.2.  Additional Costs. Unless expressly specified otherwise in the Order, the fees are exclusive of freight, insurance, all applicable taxes (such as sales tax and VAT), customs, duties and other shipping expenses and charges (except for taxes based on Company's net income), and all the foregoing shall be solely borne by Customer.

4.3.  Gross Up. If Customer is required by Law to make any deduction or to withhold from any sum payable to Company, then the sum payable by Customer, upon which the deduction or withholding is based, shall be increased to the extent necessary to ensure that, after all deduction and withholding, Company receives and retains, free from liability for any deduction or withholding, a net amount equal to the amount Company would have received and retained in the absence of the required deduction or withholding.

5. License

5.1.  License to Customer. Customer shall use the Company Solutions solely in accordance with the relevant Documentation. Subject to this Agreement, Company grants Customer a limited, revocable, non-exclusive, non- assignable, and non-sublicensable right to access and use the Services (subject to any volume, Territory, or other limitations specified in the Order) during the corresponding subscription term specified in the Order for Customer's internal business purposes.

5.2. License to Lumana. Customer hereby grants Lumana and its Affiliates, during the Term, a nonexclusive, worldwide, irrevocable, fully paid, royalty-free, transferable right and license to download, receive, collect, access, modify, copy, store, record, transcribe (including through machine-learning), retain, analyze, and otherwise use the Customer Content for the following purposes: (i) to provide and support the Services in accordance with this Agreement; (ii) to internally develop and improve its and its Affiliates’ products and services; and (iii) to comply with Laws, exercise or defend legal rights or through judicial order, or as necessary in connection with other lawful internal business purposes such as quality assurance or internal training.

5.3. Reservation of Rights. Any rights not expressly granted in the Agreement are hereby reserved by Company and its licensors, and, except for the limited use right described in Section ‎‎3.1 below, no Intellectual Property Rights are granted to Customer, whether by implied license, estoppel, patent exhaustion, operation of law, or otherwise.

5.4. Use Restrictions. Except to the extent expressly permitted under the Agreement, Customer shall not (and shall not encourage or permit any third party) do any of the following (in whole or in part): (i) reproduce or manufacture any Company Solution; (ii) sell, assign, transfer, lease, rent, sublicense, distribute, publicly perform, display or communicate, offer as part of a time-sharing, outsourcing or service bureau environment; (iii) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non- literal aspects or internal composition of the Company Solutions; (iv) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Company Solution; (vi) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Company Solution; (vii) make a derivative work of the Company Solution, or use them to develop any service or product that is the same as (or substantially similar to) them; (viii) store or transmit any robot, malware, trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Company Solution; (ix) use the Company Solution to infringe, misappropriate, or violate any third party's Intellectual Property Rights, privacy rights or any applicable law, or to otherwise engage in any fraudulent activity; or (x) use testing or benchmarking studies of or about the Company Solution.

6. Regulatory compliance and customer responsibilities

6.1.  Compliance with Laws. The Customer acknowledges, agrees and warrants that it is responsible for ensuring that its use of the Company Solutions, including the installation and operation of cameras with the Company Solutions, and the processing of any Customer Content through the Company Solutions, complies with all Laws, regulatory guidelines and industry standards in the jurisdiction(s) in which the Company Solutions are deployed. Customer shall conduct necessary regulatory assessments, obtain required consents, approvals and licenses, determine lawful bases for processing Customer Content, and otherwise exposing Customer Content to Company, its affiliates, and any hosting provider, implement appropriate data retention and security measures, and provide legally required notices to individuals regarding video surveillance, AI processing, and their rights under applicable Laws. The Company makes no representations or warranties regarding the legal or regulatory compliance of the Customer’s implementation or use of the Company Solutions.

7. Support services

7.1.  Support Services. Lumana shall provide support services in accordance with its standard practices. Customer may contact Lumana with regard to support for the Services by send an email to [email protected]. If the Customer purchased a Company Solution through a Reseller, the terms set forth in this Section ‎5 shall not apply.

8. License

8.1.  Confidential Information. In connection with the Agreement, each party (the “Recipient”) has received and may receive further Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential Information” means non-public or proprietary information in any form and regardless of the method of acquisition that the Discloser designates as confidential or should be reasonably known by Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of the Agreement); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information as demonstrable by the Recipient’s written records; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.

8.2. Restrictions on Use. Except as allowed in Section ‎6.3, Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party other than to its employees, and contractors, including without limitation, counsel, accountants and financial advisors, in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as set forth in the Agreement. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Discloser’s Confidential Information.

8.3. Exceptions. Recipient may disclose Discloser’s Confidential Information: (a) to the extent required by applicable law or regulation; or (b) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction. In the event of such a requirement or request, Recipient shall give Discloser prompt written notice of such requirement or request prior to such disclosure and a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to making such disclosure.

8.4. Destruction. Upon Discloser’s written request, Recipient shall use commercially reasonable efforts to destroy the Confidential Information and any copies or extracts thereof. However, Recipient may retain a copy of Confidential Information that: (a) they are required to keep for compliance purposes under a document retention policy or as required by applicable law, professional standards, a court, or regulatory agency; or (b) have been created electronically pursuant to automatic or ordinary course archiving, back-up, security or disaster recovery systems or procedures; provided, however, that any such retained information shall remain subject to the Agreement and be destroyed at the end of such retention period. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of destruction in compliance with this provision.

8.5. No License. The Confidential Information shall remain the sole and exclusive property of the Discloser. No license or other right, title or interest in or to any Intellectual Property Rights is granted to the Recipient by the disclosure or making available of any information hereunder, nor is any warranty made as to such information.

9. Intellectual property

9.1.  Ownership. Customer acknowledges and agrees that title to and ownership of the Company Solutions, Documentation, and any improved, updated, modified and/or additional parts thereof (regardless of inventorship or authorship), and all Intellectual Property Rights embodied in the Company Solutions, are and shall at all times remain the sole property of Company or Company's licensors. Nothing in the Agreement shall constitute a waiver of Company's Intellectual Property rights under any law, or be in any way construed or interpreted as such. Third-Party Product rights shall be retained by their respective owners and licensors.

9.2. Feedback. If Company receives any feedback from the Customer or its representatives (e.g., questions, comments, suggestions or the like) regarding the Company Solutions (collectively, “Feedback”), all rights, including Intellectual Property Rights in such Feedback shall belong exclusively to Company and shall be considered Company's Confidential Information.

9.3. Customer Content. As between the parties, Customer is, and shall be, the sole and exclusive owner of all Customer Content. Customer represents and warrants that no processing of Customer Content under the Agreement will violate any Law, proprietary right, or privacy right.

10. Data processing addendum; AI Policy

10.1.  DPA. The parties shall comply with the terms of the Data Processing Addendum available at https://www.lumana.ai/data-processing-addendum which is hereby incorporated by reference into the Agreement (the “DPA”)

10.1. AI Policy. Lumana`s AI Policy and Customer's use of AI features are governed by https://www.lumana.ai/ai-privacy-terms, which is hereby incorporated by reference into the Agreement. 

11. Term and termination; Suspension

11.1.  Term. This Agreement shall become effective as of the effective date set forth in the Order and will remain in force for the subscription term stated in in the Order (the “Term”), unless terminated by either party in accordance with the provision of this Section ‎9.

1.2. Termination for Breach. Either party may terminate the Agreement immediately after the occurrence of any of the following events: (i) a receiver or liquidator, temporary or permanent, is appointed for any of the other party’s assets or properties; (ii) the other party admits in writing its inability to pay its debts as they become due; (iii) the other party ceases doing business, or takes any action in furtherance of liquidation; or (iv) the other party commits any breach of the provisions of the Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 7 days of a written request to remedy the same.

11.3. Effect of Termination. Upon any termination of the Agreement: (i) all of Customer's rights granted hereunder shall immediately terminate; (ii) Customer shall cease all use of the Intellectual Property Rights of the Company, including, without limitation, the Company's trademarks; (iii) Customer shall pay Company all amounts due and outstanding hereunder in accordance with the terms of the Agreement but no later than thirty (30) days from the last day of the month in which termination or expiration is effective.

11.4. Suspension. Company reserves the right to temporarily suspend provision of the Services: (a) if Customer is seven (7) days or more overdue on a payment or is otherwise in material breach of the Agreement; (b) to avoid material harm to other customers, or to the Company, or (c) as required by Law or at the request of a governmental entity. If Company exercises its right to suspend the Services, the suspension will be lifted promptly following Customer demonstrating to Company that the circumstances giving rise to the suspension have been resolved and will not be repeated.

11.5. Survival. The provisions set forth in the following Sections, and any other right, obligation or provision under the Agreement that, by its nature, should survive termination of the Agreement, shall survive any termination of the Agreement.

12. Representations and warranties

12.1.  Mutual Representations and Warranties. Each party represents and warrants that: (i) it has the full power and authority to enter into the Agreement and to perform its obligations hereunder; (ii) it will comply with all applicable laws, regulations, and industry standards in the performance of its obligations under the Agreement; (iii) the execution and performance of the Agreement does not violate, conflict with, or result in a material default ‎under any other contract or agreement to which such party is a party, or by ‎which it is bound; (iv) the provisions of the Agreement, and the rights and ‎obligations of the parties hereunder, are enforceable under the laws of the ‎jurisdictions in which Company and Customer do business.

12.2. Limited Warranty. Company warrants that during the applicable Warranty Period (as defined below): (i) the Company Product shall be free from material defects in materials and workmanship, subject to normal and intended use and service (the “Product Warranty”); and (ii) the Services shall, in all material respects, perform the functions described in the applicable Documentation (the “Service Warranty”).

12.3. Remedy for Warranty Breach. In the event of any Product Warranty and/or Service Warranty issue within the Warranty Period, and provided Customer has notified Company via email of the defect promptly after discovery thereof, Company shall determine whether the defect can be resolved via support services, and Customer shall fully cooperate with Company in such efforts.

  12.3.1. If Company determines that support services cannot resolve any Product Warranty defects (a “Defective Item”), Company shall repair the Company Product (or part thereof) or replace the Company Product (or part thereof) with new or refurbished Company Products (or parts).

   12.3.2. Any Service Warranty issue shall be resolved by the Company in accordance with its than in effect service level policy.

   12.3.3. The foregoing represents Customer sole and exclusive remedy, and Company’s sole and exclusive liability, for any issue of the Product Warranty or Service Warranty.

12.4. Warranty Period. Unless otherwise specified in the Order, the “Warranty Period” shall be as follows: (a) for Company Products leased or subscribed to, the duration of the subscription term specified in the Order; (b) for Company Products purchased outright, three (3) years from the date of delivery of the Company Products to the agreed-upon location in the Order, increased to up to ten (10) years for Lumana Core products as long as there is an active subscription and (c) for Services, the duration of the subscription term as specified in the Order.

12.5. Warranty Returns for Products. Defective Item(s) will be returned to the Company’s shipping location, shipping charges prepaid. Title to any returned Defective Item(s) will pass to Company upon receipt. No returns will be made without Customer first obtaining a Return Material Authorization (RMA) ticket and number ("RMA Ticket") from Customer available by writing an email to [email protected]. When requesting an RMA Ticket, Customer shall provide the following information: (i) a detailed description of the nature of the defect, and the reason for the return; (ii) model and serial number for each unit to be returned, and (iii) applicable Company invoice number and date. Company will pay shipping charges for delivery of repaired or replaced Company Products back to Customer, provided that if Company reasonably deems, in its reasonable discretion, that the returned defective Company Product was not covered by the Product Warranty or was subject to a Warranty Exclusion (defined below), Customer will pay all return shipping charges.

12.6. Warranty Service Exclusions. Each of the Product Warranty and Service Warranty excludes, and Company shall have no responsibility or liability hereunder to support, service or respond to, any and all of the following (each, a "Warranty Exclusion"): (i) Company Product(s) or Services that have been altered, reconfigured or modified by Customer or any third party other than Company’s authorized customer support personnel; (ii) Company Product(s) not installed by Company’s authorized customer support personnel; (iii) failure by Customer to promptly implement updates and/or comply with the terms of the Agreement; or (iv) defects or other damage caused by negligence, abuse, neglect, or use other than as specified in the Documentation, or by natural disasters or other factors beyond the reasonable control of Company. Any services provided by Company in connection with the foregoing shall be charged at Company’s then-current rates.

12.7. Repair of Company Products.

   12.7.1. For any malfunction or defect in a Company Product not caused by Customer’s misuse, damage, or negligence, Company shall repair or replace the Company Product at Company’s expense, provided that Customer shall be responsible for all shipping costs to and from Company’s designated repair facility.

   12.7.2. If the Company Product is lost, stolen or damaged due to Customer’s acts or omissions, Customer shall be responsible for: (a) in case of loss or theft, payment of the full replacement fee equal to Company’s then-current list price for the Company Product (the “Replacement Fee”), and (b) in case of damage, payment of all costs and expenses to repair such damage, as reasonably determined by Company (the “Repair Fee”). No loss, theft, or damage shall relieve Customer of the obligation to pay any fees or other amounts due or that become due or any other obligation hereunder.

   12.7.3. Procedure. Customer shall notify Company in writing within seven (7) days after any such loss, theft or damage becomes known to Customer, and Customer shall pay the Replacement Fee or Repair Fee, as applicable, to Company (as determined by Company) within thirty (30) days after such notification. In the case of repairs, Customer shall bear the costs of shipment of the damaged Company Product to Company and return shipment of the repaired Company Product. If the Lease Period is still in effect when the lost, stolen or damaged Company Products are received by Company and after Company has received payment of the Replacement Fee or Repair Fee (as applicable), Company shall make commercially reasonable efforts to provide a replacement Company Product for the remainder of the Lease Period.

12.8. Reseller Exclusion. If the Customer purchased a Company Solution through an authorized reseller, the warranty terms set forth in Sections ‎10.2-‎10.7 may not apply. Customer should contact the authorized reseller whom he purchased the Company Solutions.

12.9. Third-Party Products Warranty. Third-Party Products are covered by the warranties provided by the original manufacturer or seller. Customer acknowledges that Lumana is not the manufacturer of Third-Party Products. To the fullest extent permitted by law, Lumana makes no warranties in relation to Third-Party Products, other than those manufacturer’s or seller’s warranties (if any) which Lumana is able to pass through for Customer’s benefit.

12.10. WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL COMPANY SOLUTIONS AND THIRD-PARTY PRODUCTS ARE DELIVERED TO CUSTOMER "AS IS", WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET POSSESSION, NON-INFRINGEMENT, TITLE, QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY COMPANY AND ITS LICENSORS AND SUPPLIERS.

IN ADDITION: (i) NEITHER COMPANY NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION: (A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF ANY OF THE COMPANY SOLUTIONS AND THIRD-PARTY PRODUCTS; (B) THAT CUSTOMER'S USE OF, OR RELIANCE UPON, ANY OF THE COMPANY SOLUTIONS AND THIRD-PARTY PRODUCTS WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (C) THAT ANY OF THE COMPANY SOLUTIONS AND THIRD-PARTY PRODUCTS WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; OR (D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY LAWS, OR OTHER GOVERNMENT OR INDUSTRY REGULATIONS OR STANDARDS; And (ii) CUSTOMER ACKNOWLEDGES AND AGREES THAT COMPANY IS NOT RESPONSIBLE AND CANNOT CONTROL THE OPERATION OF ANY CELLULAR NETWORK(S) OR THE PASSING OF OR TRANSMISSION OF INFORMATION VIA ANY NETWORKS, AND THAT NEITHER COMPANY SOLUTIONS AND THIRD-PARTY PRODUCTS PROVIDED BY COMPANY ARE FAULT-TOLERANT OR DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, AND COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY OR EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH USE.

12.11. ARTIFICIAL INTELLIGENCE DISCLAIMER. THE COMPANY SOLUTIONS INCORPORATE ARTIFICIAL INTELLIGENCE (“AI”) TECHNOLOGIES, INCLUDING COMPUTER VISION, AUTONOMOUS AI ALGORITHMS, AND AI-DRIVEN SEARCH UTILITIES, WHICH ARE DESIGNED TO ENHANCE THE COMPANY SOLUTIONS' FUNCTIONALITY BY PROVIDING REAL-TIME DETECTION, ALERTS, AND ANALYSIS. WHILE THE AI TECHNOLOGIES EMPLOYED BY THE COMPANY SOLUTIONS ARE DEVELOPED TO IMPROVE THE ACCURACY AND EFFICIENCY OF EVENT DETECTION AND MONITORING, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AI ALGORITHMS OPERATE BASED ON PREDEFINED PATTERNS, DATA INPUTS, AND USER-DEFINED PARAMETERS. AS SUCH, THE COMPANY SOLUTIONS MAY NOT IDENTIFY OR CORRECTLY INTERPRET ALL EVENTS, POTENTIAL HAZARDS, OR ANOMALIES. ACCORDINGLY, CUSTOMER UNDERSTANDS THAT THE COMPANY SOLUTIONS' AI-DRIVEN FEATURES ARE SUPPLEMENTAL TOOLS INTENDED TO ASSIST IN MONITORING AND SECURITY TASKS. THE COMPANY SOLUTIONS DO NOT REPLACE HUMAN JUDGMENT, OVERSIGHT, MONITORING OR THE NEED FOR ADDITIONAL SECURITY MEASURES. CUSTOMER ACKNOWLEDGES THAT NO AI SYSTEM CAN GUARANTEE COMPLETE ACCURACY OR PREVENT ALL INCIDENTS, AND THEREFORE, THE RELIANCE ON THE AI FUNCTIONALITIES OF THE COMPANY SOLUTIONS IS AT CUSTOMER’S OWN RISK. THE COMPANY DISCLAIMS ANY LIABILITY FOR ANY DAMAGES OR LOSSES THAT MAY RESULT FROM ERRORS OR OMISSIONS IN THE AI-DRIVEN FUNCTIONALITIES OF THE COMPANY SOLUTIONS. CUSTOMER FURTHER AGREES THAT THE COMPANY IS NOT RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BASED ON THE OUTPUT OF THE AI FUNCTIONALITIES, AND THAT THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, OR LOSS OF DATA, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnification; Limitation of liability

13.1.  Indemnification by the Customer. Customer shall defend Company and hold it harmless from and against all claims, actions, suits, losses, liabilities, damages, deficiencies, judgments, settlements, costs of investigation or other expenses (including but not limited to interest, penalties and reasonable attorneys' fees and disbursements incurred in connection with enforcing this indemnification or otherwise in connection with any of the foregoing) based upon, arising out of or otherwise in respect of (a) any inaccuracy in, or any breach of, any of the representations, warranties and obligations made by Customer herein or regarding the Customer’s use of the Company Solutions, and (b) Customer’s breach of any Additional Terms.

13.2.  WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF ‎THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY WILL BE LIABLE FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES, OR OTHER COST OF COVER.

13.3.  MONETARY CAP. EXCEPT FOR BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF ‎THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY’S TOTAL CUMULATIVE LIABILITY IN ‎CONNECTION WITH THIS AGREEMENT WILL EXCEED THE AGGREGATE AMOUNT OF FEES ‎AND PAYMENTS PAID TO THE COMPANY BY CUSTOMER DURING THE TWELVE (12) MONTH ‎PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY UNDER THIS ‎AGREEMENT.

13.4.  ADDITIONAL TERMS. THE FOREGOING EXCLUSIONS AND LIMITATION SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF A PARTY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, WHETHER BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE.

13.5.  Third Party Suppliers. Lumana may use one or more subcontractors, suppliers, vendors or licensors (collectively, “Suppliers”) to provide monitoring, communications, signal transmission services or other services (such as the Monitoring Services). To the extent permitted by law, the limitations of liability set forth in this Agreement shall apply to the work, products or services that our Suppliers provide, and shall apply to them and protect such Suppliers in the same manner as it applies to and protects Lumana.

14. Miscellaneous

14.1.  Monitoring Services. If Customer purchases Monitoring Services (as defined in Exhibit A, the “Monitoring Services Addendum”), then the use of the Company Solutions in connection with the Monitoring Services will be subject to the terms of the Monitoring Services Addendum set forth in Exhibit A.

14.2.  XDR Services. If Customer elects to use extended detection and response (XDR) or other security-related tools (“XDR Services”), then the use of the Company Solutions in connection with the XDR Services will be subject to the terms of the XDR Addendum set forth in Exhibit B.

14.2.  Lumana Contracting Entity, Notices, Governing Law and Venue. The Lumana contracting entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the laws that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have exclusive jurisdiction over any such dispute or lawsuit.

Lumana, Inc., a Delaware corporation

20. S. Santa Cruz Ave, Suite 320, Los Gatos, California 95030
Attn: Lumana Legal Dept.
Email: [email protected]

Governing law: Delaware law.

Courts with exclusive jurisdiction: Delaware, USA.

14.3.  Exclusion of CISG. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement and is hereby expressly excluded.

14.4.  Notices. All notices or other communications provided for in this Agreement shall be in writing and shall be given in person, by courier, electronic mail or by registered or certified mail, postage prepaid, addressed as set forth in Section ‎12.2. All notices and other communications delivered in person or by courier service shall be deemed to have been given as of one business day after sending thereof, those given by facsimile transmission with confirmation or receipt shall be deemed to have been given as of the date of transmission thereof (provided that such date is a business day in the country of receipt and if not, the next business day) and all notices and other communications sent by registered mail shall be deemed given three (3) days after posting. Notices sent by electronic mail shall be deemed received upon receipt of such electronic mail message.

14.5.  Entire Agreement. This Agreement represents the entire agreement between Company and Customer with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between Company and Customer with respect to such subject matter.

14.6.  Assignment. Company may assign the Agreement (or any of its rights and obligations hereunder), without restriction or further obligation. This Agreement is personal to Customer, and Customer shall not assign the Agreement (or any of its obligations or rights thereunder) without Company's express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, the Agreement binds and benefits each party and its respective successors and assigns.

14.7.  Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of the Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision

14.8.  Remedies. Except as stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

14.9.  Reference Customer. Company may use Customer's name and logo on Company's website and in its promotional materials to indicate that Customer is a client of Company.

14.10.  Waiver. No failure or delay on the part of any party in exercising any right or remedy under the Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by Customer, emails will be acceptable; for waivers by Company, the writing must be duly signed by an authorized representative of Company), and shall be valid only in the specific instance in which given.

14.11.  Government Users. If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Services constitute “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Company Solutions shall be as provided in this Agreement. If a government agency needs additional rights, it must negotiate a mutually acceptable signed written addendum to this Agreement specifically granting those rights.

14.12.  No Third-Party Beneficiaries. Except as expressly stated otherwise herein, there shall be no third-party beneficiaries of or under this Agreement.

14.13.  Export Compliance. Customer shall not transfer, export, re-export, import, re-import or divert any Company materials (including the Company Solutions and/or Third-Party Products) or other technical data in violation of any Export Control Laws. Customer shall maintain appropriate internal controls and procedures to ensure compliance with Export Control Laws and shall immediately notify Company of any known or suspected violations. Customer shall be responsible for obtaining any necessary licenses or other authorizations related to the export, import, or use of Company materials.

14.14.  Force Majeure. Except for payment obligations, neither party shall be responsible for any failure or delay to perform any obligation hereunder because of any (a) act of God, (b) war, riot or civil commotion, (c) governmental acts or directives, strikes or concerted labor action, work stoppage, or shortages of materials, equipment or facilities, and/or (d) other similar cause beyond such party's reasonable control. For the avoidance of doubt, any problems relating to the hosting of any Services shall not be deemed within Company's reasonable control.

Exhibit A

Monitoring Services Addendum

This Monitoring Services Addendum sets forth the terms that apply to the Customer’s use of the Monitoring Services. The Monitoring Services may be provided by a Supplier. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. In the event of a conflict between these Additional Terms and the Agreement, the terms herein shall govern the use of such services.

“Monitoring Services” means, collectively, Supplier’s personal safety technologies, alarm/verify event, alarm dispatch, video verification, which includes the review and analysis of any video clips and/or streaming video and related audio and images (collectively, “Video Clips”), talk-down and related services.

1.  Ownership; Proprietary Rights. The Supplier retains all right, title, and interest in and to the Monitoring Services. The Supplier reserves all rights not expressly granted in the terms of service.

2.  Customer Content and Data. The Customer represents and warrants that they own all right, title, and interest in and to the information, video, images, recordings, transcriptions, data, content, or other materials that the Customer uploads through or is provided to the Monitoring Services (“Customer Content”). By uploading Customer Content or allowing Supplier to access such Customer Content, the Customer hereby grants and will grant Supplier a nonexclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, transferable right and license to download, receive, collect, access, modify, copy, store, retain, record, transcribe, analyze, and otherwise use the Customer Content in connection with the operation of the Monitoring Services, to internally develop and approve Supplier and its Affiliate’s products and services, in connection with other lawful internal business purposes such as quality assurance or internal training, and as required to comply with applicable law or regulation. Further, Supplier is granted the permission to share Customer Content it receives directly with Company.

3.  Usage-Based Fees and Overage Payments. Customer acknowledges and agrees that the Monitoring Services are usage-based and may be subject to additional charges if usage exceeds the agreed-upon thresholds. Customer further acknowledges that neither Supplier nor Company shall be obligated to notify Customer that it has exceeded the agreed upon thresholds, and Customer shall be responsible for monitoring its own usage. Customer agrees to pay all overage charges in a timely manner.

4.  Warranty Disclaimer; Limitation of Liability. The Monitoring Services are provided “as is” and Supplier expressly disclaims all warranties, including implied warranties, with respect to the Monitoring Services. Supplier will have no liability to Customers for any direct, indirect, punitive, special, incidental, or consequential damages of any kind arising out of Customer’s use of the Monitoring Services.

5.  Restrictions. Customer will not engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities: (i) use any software, script, code, device, crawler, robot, or other means not provided by Supplier or Company to access the Monitoring Services; (ii) circumvent, disable, or otherwise interfere with security-related features on the Monitoring Services; (iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Monitoring Services; (iv) access or use the Monitoring Services in any manner that may damage, disable, unduly burden, or impair any part of the Monitoring Services, or any servers or networks connected to the Monitoring Services; (v) fail to take reasonable actions to limit an excessive number of alarm events generated through the Monitoring Services; (vi) post information or interact with the Monitoring Services in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal; (vii) use the Monitoring Services for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation; (viii) gain or attempt to gain unauthorized access to the Monitoring Services; (ix) interfere or attempt to interfere with the Monitoring Services provided to any user or network, including, without limitation, via means of submitting a virus to the Monitoring Services, spamming, crashing, or otherwise; (x) engage in commercial use or distribution of the Monitoring Services, or copy or create any derivative work of the Monitoring Services; (xi) use the Monitoring Services in any way that infringes or misappropriates any third-party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; (xii) use the Monitoring Services for the benefit of any third-party; or (xiii) use the Monitoring Services in a manner that violates Supplier's Authorized Use Policy or Fair Use Policy, as may be published and updated from time to time on Supplier's website, or otherwise abuse or make excessive or unreasonable use of the Monitoring Services).

Exhibit A

XDR Services Addendum

This XSR Services Addendum sets forth the terms that apply to the Customer’s use of extended detection and response (XDR) or other security-related tools on the Company Product(s).  The Monitoring Services may be provided by a Supplier. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Agreement. In the event of a conflict between these Additional Terms and the Agreement, the terms herein shall govern the use of such services.

1. Grant of Access.
   
   1. Limited Purpose.  The Customer may install and operate extended detection and response (XDR) or other security-related tools on the Company Product(s) deployed on-premise at Customer’s site (the “Security Tools”).
   2. Root Access. To the extent technically required to install and operate the Security Tools, Company will grant Customer root-level access to the Company Product(s), solely for the limited purpose of operating such Security Tools in connection with Customer’s internal security requirements. Root access shall be restricted to Customer’s personnel who (i) are appropriately trained, (ii) are bound by written confidentiality obligations at least as protective as those in the Agreement, and (iii) use standard secure authentication methods. Company may review system logs or conduct an audit, upon reasonable notice, to verify compliance with this Addendum and to investigate suspected misuse.
   3. Pre-Approval of Security Tools.  Customer shall submit to Company, in writing, a description of any Security Tools it intends to install. Company may review and either approve or reject such Security Tools in its discretion. If deemed necessary by Company, the Customer will disclose to Company the name and vendor of each Security Tool installed to allow Company to evaluate any regulatory, security, or IP risks.
2. Performance.
   
   1. Lack of Control. Customer acknowledges that, once root access is granted, Company may not be able to prevent the installation of unapproved software. In such event, Customer assumes all responsibility for any consequences of such installation.
   2. Customer Responsibility. Customer shall be solely responsible for any degradation in performance, downtime, malfunctions, or errors of the Company Solutions caused by (a) the installation or operation of Security Tools that were not pre-approved by Company, or (b) any modifications made by Customer while exercising root access.
   3. Support Limitations. Company’s warranty, support obligations, and service level commitments under the Agreement shall not apply to issues caused by Customer’s Security Tools or Customer’s exercise of root access. Customer’s sole remedy for issues arising from Customer’s Security Tools or root access shall be to remove or disable such Security Tools. 
3. Intellectual Property Protection.
   
   1. No Reverse Engineering. Customer acknowledges that granting root access may expose Company’s proprietary technologies. Accordingly, and without derogating from Section 3.4 of the Agreement, Customer shall not, and shall ensure that its personnel and contractors do not, attempt to copy, reverse engineer, decompile, or otherwise derive the source code, algorithms, models, or underlying structure of the Company Solutions.
   2. Additional Safeguards. Without limiting any obligations under the Agreement (including but not limited to the Intellectual Property, Confidentiality, and Use Restrictions provisions therein), Customer shall implement and maintain reasonable safeguards to prevent unauthorized access to or disclosure of Company’s proprietary technologies.
   3. Breach Consequences. Any breach of this Section shall constitute a material breach of the Agreement, entitling Company to immediate termination and injunctive relief in addition to any other remedies available at law or in equity. If Customer’s installation or operation of Security Tools materially interferes with the performance, security, or integrity of the Company Solutions, Company may suspend Customer’s access until such interference is remedied.
4. Indemnification, Liability, and Insurance.
   
   1. Indemnity. Customer shall indemnify, defend, and hold harmless Company from and against any damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to a third party claim alleging misuse of the Security Tools or root access granted under this Addendum. Company will promptly notify Customer of any such claim and will reasonably cooperate (at Customer’s expense) in the defense of such claim.
   2. Liability Exclusion. Company shall have no liability for security incidents, data loss or system failures to the extent directly caused by Customer’s installation or operation of the Security Tools, or by Customer’s misuse of root access. For clarity, this Section does not limit Company’s obligations or liabilities under the Agreement with respect to issues unrelated to the Security Tools or root access.
   3. Insurance. For deployments requiring root access, Customer shall maintain cyber liability insurance with commercially reasonable coverage levels and provide proof of such insurance upon Company’s request.