Legal
Terms of Service
Last updated: May 27, 2026
These Terms of Service ("Terms") are a binding and enforceable agreement between you and LayGen Inc d/b/a Lume ("Lume", "we", "us", and "our"). By using the Lume Services, or by signing a Service Order for Lume Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Lume Services.
Lume may update these Terms at any time, in its sole discretion. Lume will notify you of changes to these Terms by posting the changes to the Lume website, by email, or through other communications. If you continue to use the Lume Services after Lume posts updated Terms, you agree to be bound by those updated terms.
SECTION 12 "DISPUTE RESOLUTION" CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.
1. Definitions
"Affiliate" means any person or entity that controls, is controlled by, or is under common control with another person or entity, for so long as such control exists, whether on or after the effective date of these Terms, where "control" means direct or indirect ownership or authority over more than fifty percent (50%) of the voting shares or other voting interests entitled to elect directors or other governing persons of such entity.
"Applicable Laws" means all applicable laws, rules, and regulations, including the Telephone Consumer Protection Act (TCPA), the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM), and all applicable laws, rules, and regulations relating to data privacy and consumer protection.
"Confidential Information" means all information disclosed by a party to the other party, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the circumstances. Confidential Information includes business and marketing plans and strategies, vendor lists, technology, technical information and documentation, inventions, know-how, data, business processes, designs, methods, software, trade secrets, product plans and designs, and financial and pricing information.
"Messaging Platform Policies" means the policies and rules that govern the channels through which messages are delivered, including the WhatsApp Business and Commerce Policies (administered by Meta Platforms, Inc.), the messaging principles and best-practices guidelines published by the Wireless Association (CTIA) for SMS/MMS, and any similar generally accepted industry policies, carrier rules, or other practices enforced by messaging providers and carriers.
"Customer" or "you" refers to the individual or entity (the merchant or business) using the Lume Services.
"Customer Data" means any data, information (including personal information), Subscriber Lists, content (including marketing and promotions), or other materials submitted, posted, transmitted, or otherwise provided by or on behalf of a Customer, its service providers, or its End Users in connection with the Lume Services. For clarity, Customer Data excludes in all cases the Lume Services.
"Hosted Messaging Terms" means Lume's features and functionality for hosting Messaging Terms, including all related templates and content.
"End User" (also referred to as a "Subscriber") means an individual who interacts with the Lume Services in any form, except for employees and contractors of Customer interacting with the Lume Services in connection with their employment. End Users include individuals who interact with the Lume Services indirectly via Customer, its Affiliates, or agents, or an individual who interacts with Customer, its Affiliates, or agents in connection with the Lume Services. End Users are the Customer's own customers who receive messages.
"Fees" means all fees related to your purchase and use of the Lume Services, as set forth in your account or in a relevant Service Order.
"Intellectual Property Rights" means, on a worldwide basis, any and all: (a) rights associated with works of authorship, including copyrights, moral rights, database rights and mask works; (b) trademarks; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or reissues of the foregoing.
"Messaging Terms" means Customer's terms of service and privacy policy that govern Customer's messaging program for messages sent through the Service (including WhatsApp and SMS/MMS), as updated from time to time.
"Payment Information" means the payment information you provide to Lume or one of our payment processing partners, which may include your credit or debit card number and expiration date of your credit card, bank account information, your email and postal addresses for billing and notification, and additional information to verify your identity or facilitate the payment process.
"Payment Method" means the credit card, bank account, or other payment method represented by your Payment Information.
"Platform Services" means the Lume messaging-automation services and related software, features, documentation, functionality, and other materials, including the Lume application and the Hosted Messaging Terms, used to send messages through the Service (including WhatsApp and SMS/MMS) and to operate automations such as abandoned cart recovery, order confirmations, shipping and delivery updates, reorder reminders, and back-in-stock alerts.
"Professional Services" means managed messaging, onboarding, and any other professional services set forth in a relevant Service Order.
"Lume AI" means Lume's AI-assisted content and optimization features, and any future versions or upgrades of those services and features.
"Lume Content Policy" means the Lume Anti-Spam Policy available at /spam-policy, as updated from time to time, together with any other content guidelines published by Lume.
"Lume DPA" means the Lume Data Processing Agreement available at /dpa, as updated from time to time.
"Lume Services" means the Platform Services, Professional Services, Lume AI, the Lume website and help center, all related documentation, and any other products or services offered now or in the future by Lume.
"Lume Privacy Policy" means the Lume Privacy Policy available at /privacy, as updated from time to time.
"Service Order" means a written order form for the purchase of Lume Services executed by Lume and a Customer.
"Subscriber List" means information about individuals which may be used for messaging through the Service (including WhatsApp and SMS/MMS), including names, phone numbers, WhatsApp identifiers, and whether the individual has opted in or out.
"Taxes" means any taxes, levies, duties, or similar governmental assessments of any nature (including, for example, value-added, sales, use, or withholding taxes) assessable by any applicable taxing authorities.
"Usage Data" means information that Lume automatically collects about your use of the Lume Services, including metadata about message sending, signup unit configurations, engagement rates, website traffic sources, and selection and redemption patterns for coupons and similar promotions.
Under these Terms and any relevant Service Order, the words "include" and "including" mean "including but not limited to."
2. Accessing the Lume Services
2.1 Eligibility
To use the Lume Services, you must be at least 18 years of age or older or the age of majority in your jurisdiction, whichever is higher; capable of forming a binding contract with Lume; and not otherwise barred from using the Lume Services under Applicable Laws. If you do not meet the requirements set forth in this Section, you may not use the Lume Services. If you access or use the Lume Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms, and that by accepting these Terms, you are doing so on behalf of that entity. If you act as an agent on behalf of a Customer, any act or omission of that Customer that would be a breach of these Terms will be deemed a breach by you, and you will enter a written agreement with such Customer that is at least as protective of Lume as these Terms.
2.2 Your Account
You may be required to register and create an account to access some of the Lume Services. You are responsible for ensuring that your account information is accurate and up-to-date, and for protecting and safeguarding your account credentials. You will not permit anyone to use your account other than your authorized employees, and you will use commercially reasonable efforts to prevent unauthorized access to your account. You are responsible for all activities that occur in connection with your account. If you believe that your account has been compromised, you will notify Lume immediately by emailing hi@golume.app.
2.3 Contracting with Affiliates
Notwithstanding anything to the contrary in these Terms, if a Service Order referencing these Terms is executed by or on behalf of an Affiliate of Lume, or if Customer registers for Lume Services referencing these Terms through an Affiliate of Lume, then with respect to such Service Order or registration: (a) these Terms shall be deemed to be between Customer and such Affiliate (including all documents incorporated by reference, such as the Lume DPA, Privacy Policy, Content Policy, and any addenda); (b) references to "Lume" in these Terms shall be deemed to refer to such Affiliate, except where otherwise indicated; (c) such Affiliate will be solely responsible for performing the applicable Lume Services (including for invoicing and collecting Fees thereunder); and (d) Lume will have no obligations or liability with respect to such Service Order unless expressly identified as a contracting party.
3. Use of the Lume Services
3.1 Your Compliance with Applicable Laws
You will comply with all Applicable Laws, Messaging Platform Policies, and the Lume Content Policy in connection with your use of the Lume Services, including, for the avoidance of doubt, the TCPA and CAN-SPAM where applicable, the WhatsApp Business and Commerce Policies, and all relevant implementing rules, orders, and regulations of the Federal Trade Commission and Federal Communications Commission. You are solely responsible for: (a) collecting and maintaining your Subscriber Lists and other Customer Data in accordance with Applicable Laws and Messaging Platform Policies; (b) providing notice and obtaining consent from your End Users as required under Applicable Laws for your use of the Lume Services, including sending messages through the Service (including WhatsApp and SMS/MMS); and (c) ensuring that all marketing and promotional activities that you conduct through the Lume Services comply with Applicable Laws, Messaging Platform Policies, and the Lume Content Policy, including the content of your messages and campaigns, and any contests, raffles, sweepstakes, or similar activities. To the extent Lume provides advice, guidance, templates, or suggestions via the Lume Services, or otherwise, you expressly acknowledge and agree that the foregoing are provided solely for convenience, and Lume disclaims any liability or responsibility for your use of the foregoing.
3.2 Messaging Terms
At all times while you are using the Platform Services, you will publicly post Messaging Terms. Your Messaging Terms will comply with all Applicable Laws and Messaging Platform Policies, and will be at least as protective of Lume and its suppliers, aggregators, licensors, and service providers, as these Terms and the Hosted Messaging Terms. You are solely responsible for ensuring that all of your End Users agree to your Messaging Terms. You will provide a copy of your Messaging Terms or a link to your Messaging Terms at each location where End Users may subscribe to your messaging program. You will clearly and conspicuously display all links to your Messaging Terms and opt-in consent language in a style and manner that complies with Applicable Laws, Messaging Platform Policies, and any other reasonable requirements communicated by Lume, and do so in a manner that is consistent with current legal requirements for creating a binding agreement to those Messaging Terms. To access or use certain features of the Lume Services, you may be required to implement and utilize the Hosted Messaging Terms. Nevertheless, you accept full legal responsibility for your use of the Hosted Messaging Terms, and acknowledge and agree that you have been advised to obtain independent legal counsel to review your use of the Hosted Messaging Terms. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT LUME IS NOT PROVIDING LEGAL ADVICE AND NO ATTORNEY-CLIENT RELATIONSHIP IS CREATED BY YOUR USE OF THE HOSTED MESSAGING TERMS. If Lume determines in its sole discretion that your Messaging Terms violate Applicable Laws, Messaging Platform Policies, or other Lume requirements, Lume may suspend your access to the Platform Services.
3.3 Insurance
At all times while these Terms are in effect, you will, at your own cost and expense, maintain an insurance policy of the type and in at least the amounts reasonably necessary and appropriate for your marketing and promotional activities with a reputable insurance carrier duly qualified in all relevant jurisdictions. Upon Lume's request, you will provide a certificate of insurance. You acknowledge that the best practice for Customers is to obtain a policy with a coverage rider expressly providing for the coverage of TCPA claims and a "most favored jurisdiction" provision.
3.4 Third-Party Services and Integrations
Improperly sending messaging through multiple service providers may result in violations of Messaging Platform Policies and Applicable Laws, including maintenance of a company-level do-not-contact list. Therefore, you will not use any third-party messaging and sending provider without Lume's prior written approval, provided that Lume will not unreasonably withhold or delay approval. Lume reserves the right to revoke its approval for any reason, at its sole discretion. If Lume revokes approval for your use of a third-party messaging and sending provider, your failure to discontinue use of such provider constitutes a breach of these Terms. You may not use the Lume Services in connection with any third-party integration unless it is officially supported by Lume. Lume officially supports integrations with Shopify and Wix; please contact Lume support if you have questions about other third-party integrations. If you use the Lume Services in connection with a third-party service, whether through an integration offered by Lume or otherwise, you are solely responsible for your use of such third-party service, including any disclosure or other processing of your Customer Data in connection with such third-party service. Any use of a third-party service is at your own risk. Lume will have no liability for your use of any third-party service in connection with the Lume Services, and disclaims all responsibility for the functionality, security, availability, and operation of any third-party service. Lume reserves the right to discontinue support for a third-party service for any reason, including if the relevant provider ceases to make an integration available, or if Lume determines the relevant third-party service is not compliant with Applicable Laws. You will provide advance written notice to Lume if you require assistance with suspending or terminating an integration between a third-party service and the Lume Services.
3.5 Updates to the Lume Services
Lume may, in its sole discretion, at any time, with or without notice, and without liability to you, make updates to the Lume Services, and change or discontinue the availability of some or all functionality of the Lume Services. Lume may provide notice of material changes to the Lume Services by posting to this web page, the Lume application, by email, or by other reasonable means of communication. It is your responsibility to check this page periodically to be informed of any changes. Your continued use of the Lume Services following any update or change will be deemed your acceptance of such modifications.
3.6 Beta Features
Lume may, in its sole discretion, invite you to use pre-release or beta features that are not yet generally available. Access to such features may be conditioned upon additional terms and conditions. Any beta features will be considered Lume's Confidential Information. LUME MAKES NO REPRESENTATIONS OR WARRANTIES THAT BETA FEATURES WILL FUNCTION OR BE GENERALLY AVAILABLE, UNINTERRUPTED, OR ERROR-FREE, AND ANY USE OF BETA FEATURES WILL BE AT YOUR OWN RISK. Beta features are excluded from: (a) any other representations and warranties that Lume makes with respect to the Lume Services; and (b) any indemnification obligations Lume may have to you. Lume may discontinue beta features at any time.
3.7 Restrictions
In connection with Customer's use of the Lume Services, Customer will not, and will not authorize or encourage any third party to, directly or indirectly:
- Violate Applicable Laws, Messaging Platform Policies, or the Lume Content Policy;
- Operate, administrate, run, or distribute materials related to an illegal lottery or other promotion in violation of Applicable Laws regarding gambling, contests, sweepstakes, and gaming;
- Permit any End User under the age of 18 years old or the age of majority in the jurisdiction in which they reside, whichever is higher, to use the Lume Services;
- Engage in any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;
- Distribute spyware, adware, or other harmful programs;
- Sell, transfer, lease, sublicense, loan, distribute, or otherwise transfer to third parties the Lume Services or any portion thereof;
- Obscure, alter, or remove any notice of Intellectual Property Rights or other proprietary rights appearing on or contained in the Lume Services;
- Modify, alter, copy, adapt, translate, or create derivative works based on the Lume Services;
- "Frame" or "mirror" any content forming part of the Lume Services;
- Reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive or determine the source code of the Lume Services, except to the extent expressly permitted by Applicable Laws and then only upon advance written notice to Lume;
- Bypass, delete, or disable any copy protection mechanisms or security mechanisms of the Lume Services;
- Attempt to gain unauthorized access to, or disrupt the integrity, performance, or security of the Lume Services, including by circumventing any rate limits or restrictions;
- Use or access the Lume Services to monitor the availability, performance, or functionality of the Lume Services or any portion thereof, or for any similar benchmarking purposes;
- Use the Lume Services in a way that infringes, misappropriates, or violates any third party's rights;
- Access the Lume Services to build a competitive product or service, or to develop machine learning models or related technology.
3.8 Usage Data
You agree that Lume may use Usage Data internally for any purpose, including to create analytics, to improve the Lume Services, to prevent fraud and abuse of the Lume Services, for debugging and testing, and for security purposes. However, except as may be required in connection with legal disputes and to comply with Applicable Laws, Lume will not share or publish Usage Data unless it is aggregated or deidentified such that it cannot reasonably be used to identify you or any End User.
3.9 Audits
Lume may audit Customer's account from time to time, at its sole discretion, for compliance with these Terms, including Customer's Messaging Terms, signup units, and Subscriber Lists. Without limiting any other rights or remedies Lume may have under these Terms or otherwise, Lume may require Customer to provide supporting documentation, including records of Customer's Messaging Terms and signup units, to use or access certain Lume Services. If Lume determines, in its sole discretion, that a Subscriber List or other Customer Data may violate these Terms, Lume may restrict Customer's use of such Customer Data in connection with some or all of the Lume Services.
4. Fees and Payment Terms
4.1 Fees Generally
You are responsible for and will pay all Fees incurred under your account and, if applicable, all Fees set forth in a Service Order. The applicable Fees for the Lume Services will be set forth in a Service Order or your account, as applicable. Lume may charge a payment processing or convenience fee for payment processing, as set forth in your account or a relevant Service Order. Lume may update or modify the applicable Fees and rates for the Lume Services unless otherwise set forth in a Service Order, and provided that Lume will provide reasonable advance notice of such changes.
4.2 Subscriptions
Lume may make certain Lume Services available on a subscription basis. By purchasing a subscription, you agree that your subscription will automatically renew until canceled in accordance with these Terms, and that you will pay all recurring Fees for your subscription until it is canceled. Unless otherwise set forth in a Service Order, you may upgrade, downgrade, or cancel your subscription as set forth in your account. Certain subscription packages may only be available to Customers who enter a Service Order, and changes to those packages may only be requested by contacting Lume support. Cancellations and downgrades will not take effect until the start of the following subscription period. Requests for cancellation or downgrade made by contacting Lume support must be initiated at least five (5) days before the end of the current subscription period. If you cancel your subscription as set forth in this Section, you will continue to have access to the Lume Services until the end of the final subscription period.
4.3 Promotions and Discounts
Lume may make available promotions and discounts from time to time. All promotions and discounts are subject to these Terms and any terms and conditions set forth in the promotion or discount or in a Service Order, or otherwise communicated to you at the time of purchase. Promotions and discounts do not automatically renew or roll over. Following the expiration of a promotion or discount, regular Fees and billing terms will apply.
4.4 Your Payment Method
Lume may ask you to provide Payment Information through your account. At all times, you will ensure that your Payment Information and Payment Method are correct, up to date, and valid, and you are solely responsible for any failure to do so, including if you incur overdraft fees or fees related to a declined payment. You may make changes to your Payment Information and update your Payment Method through your account. In accordance with Applicable Laws, Lume may update your Payment Information if such information is provided by your financial institution.
4.5 Payment Processing
Lume will charge you for Fees on the billing cycle described in your account using the Payment Method you provide through your account, unless otherwise set forth in a Service Order. Lume may use a third-party payment processor. By providing your Payment Information through your account: (a) you authorize Lume and its third-party payment processor to charge your Payment Method for all relevant Fees when due, including for any recurring Fees for your subscription and when you reach your charge cap; (b) you agree that Lume's third-party payment processor may store your Payment Information; and (c) you agree that Lume's third-party payment processor may authenticate your Payment Information and Payment Method, including by running one or more payment authorization checks (for example, by charging an amount less than one dollar and reversing that amount). If Lume and its third-party payment processor are unable to charge you using the Payment Method associated with your account for any reason (including expiration or insufficient funds), you remain responsible for any uncollected amounts, and Lume may attempt to charge your Payment Method again, including charging your Payment Method following any updates to your Payment Information.
4.6 Refunds
TO THE EXTENT PERMITTED BY LAW, YOUR PURCHASE IS FINAL AND LUME HAS NO OBLIGATION TO ISSUE A REFUND. IF YOU CANCEL OR CHANGE YOUR SUBSCRIPTION AS PERMITTED IN THIS SECTION, YOU WILL BE RESPONSIBLE FOR ALL FEES INCURRED IN CONNECTION WITH ANY PERIOD IN WHICH YOUR SUBSCRIPTION WAS ACTIVE, INCLUDING THE THEN-CURRENT SUBSCRIPTION PERIOD. Without limiting the foregoing, if something unexpected happens in the course of completing a transaction, Lume reserves the right to cancel that transaction for any reason. If Lume cancels a transaction, Lume will refund any payment you have already remitted to us for that transaction. Lume recognizes that exceptional situations may occur, and Lume reserves the right to issue refunds in Lume's sole discretion.
4.7 Late Payments
Late payments of Fees will accrue interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If your Payment Method is declined and you fail to resolve the issue within five (5) business days after Lume informs you, your payment will begin to accrue interest under this Section. If Lume must initiate a collections process to recover unpaid Fees, then Lume will be entitled to recover from Customer all costs of such collections process, including reasonable attorney's fees.
4.8 Taxes
The Fees do not include Taxes. You are responsible for paying all Taxes associated with your use of the Lume Services. If Lume has the legal obligation to pay or collect Taxes for which you are responsible, then Lume will invoice you and you will pay for that amount, unless you provide Lume with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Lume is solely responsible for Taxes assessable against Lume based on its income, property, and employees.
4.9 Free Trial
Lume may make certain Lume Services available to you for evaluation purposes free of charge. Such free trial is subject to any terms and conditions communicated to you at the time you initiate the free trial, including any limitations on total messaging or other features. Eligibility for a free trial will be determined by Lume in its sole discretion, and free trials may only be used once per Customer. Unless otherwise set forth in a Service Order, Lume may terminate a free trial at any time in its sole discretion. You acknowledge and agree that, at the end of your free trial, your subscription will automatically renew into a paid subscription as set forth in your account. If you cancel your subscription before the end of the free trial, your subscription will not renew and you will not be charged for a paid subscription.
4.10 Billing Disputes
If you would like to dispute any invoice or charge received from Lume, you must provide Lume with written notice within fourteen (14) days of delivery of the relevant invoice or billing statement. If you fail to notify Lume of a billing issue or dispute as required under this Section, you waive your right to such dispute. Any billing dispute is further governed by Section 12 (Dispute Resolution).
5. Intellectual Property Rights
5.1 License to Use the Lume Services
Subject to these Terms, Lume grants you a limited, revocable, personal, non-sublicensable, non-transferable, non-exclusive license to use the Lume Services solely for your own marketing and promotional activities, and solely in the manner permitted under these Terms. This license will immediately terminate upon termination of your account or these Terms.
5.2 License to Customer Data
Customer grants Lume a non-exclusive, non-transferable (except as set forth in Section 13.3 (Assignment)), worldwide, royalty-free license to host, copy, process, transmit, and otherwise use Customer Data for the purpose of providing and improving the Lume Services and as otherwise expressly permitted under these Terms.
5.3 Marketing and Publicity Rights
Lume may use your name and logo to identify you as a Lume customer in Lume marketing and promotional materials, including on the Lume website and in case studies. In addition, Lume may use examples of messages and other marketing content from you or your End Users in Lume's marketing and promotional materials, provided that such examples could not reasonably be used to identify any End User. If you object to a particular use of your name or branding and notify Lume in writing, Lume will use commercially reasonable efforts to accommodate your requests to change or remove the relevant use. Any use of your name and marks will inure to your benefit.
5.4 Reservation of Rights
Lume owns all right, title, and interest, including all Intellectual Property Rights, in and to the Lume Services and all other Lume products, services, and marks and branding. As between you and Lume, you own all right, title, and interest, including all Intellectual Property Rights, in and to your Customer Data. Except as expressly set forth in these Terms, no rights are granted in or to either party's Intellectual Property Rights.
5.5 Feedback
You hereby grant Lume a perpetual, irrevocable, worldwide, royalty-free license to use any feedback, analysis, suggestions, or comments related to the Lume Services for any purpose, including to provide and improve the Lume Services, without any compensation or credit to you.
6. Customer Data
6.1 Compliance of Customer Data with Applicable Laws
You will only upload, transmit, store, and otherwise process Customer Data in connection with the Lume Services if: (a) such activities comply with all Applicable Laws and Messaging Platform Policies; (b) all consents required by Applicable Laws and Messaging Platform Policies have been obtained by you or on your behalf; and (c) you have all other rights, permissions, and consents required for your and Lume's use of Customer Data as contemplated by these Terms and any relevant Service Order. With respect to any Subscriber List or portion of a Subscriber List collected or obtained outside of the Lume Services, Lume may require that you certify and provide supporting materials that such Subscriber List was collected in compliance with Applicable Laws and Messaging Platform Policies before it is uploaded or used in connection with the Lume Services. You will implement all opt-out requests of End Users (including requests received by email, integration partners, or other channels), and you will immediately convey any such opt-out requests to Lume. In addition, you will maintain an internal "do not contact" list documenting all End Users who have opted out of your marketing. If you determine that an End User opt-out request was not immediately provided to Lume, you will notify Lume and promptly provide all details and logs reasonably requested by Lume. Lume may unsubscribe or opt out End Users from a Subscriber List if Lume determines in its sole discretion that there is a legal or other risk to Lume, carriers, messaging providers, other Lume customers, or End Users.
6.2 Data Processing Agreement
The Lume DPA, available at /dpa, is incorporated by reference into these Terms, and governs all processing of personal data in connection with your use of the Lume Services.
6.3 Retention of Customer Data
After your account is terminated or you otherwise stop using the Lume Services, Lume may retain Customer Data as long as required to comply with Applicable Laws and Messaging Platform Policies. Provided such termination was not due to your breach of these Terms or a Service Order, you may contact Lume support within thirty (30) days following termination and Lume will provide reasonable assistance in obtaining a copy of your Subscriber Lists from Lume's systems. Notwithstanding anything in this Section or otherwise, Lume has no obligation to store or back up your Customer Data following termination of your account, and you are solely responsible for backing up your Customer Data.
6.4 Prohibited Data
Customer Data may not include any of the following categories of data, and you will not upload, transmit, store, or otherwise process any data in connection with the Lume Services in violation of this Section: (a) sensitive personal information as defined under the California Privacy Rights Act (CPRA) or other Applicable Laws; (b) personal health information as defined under the Health Insurance Portability and Accountability Act (HIPAA) or Health Information Technology for Economic and Clinical Health Act; (c) personal information of children as defined under the Children's Online Privacy Protection Rule (COPPA) or similar Applicable Laws related to children's privacy and data; (d) nonpublic personal information subject to the Gramm-Leach-Bliley Act (GLBA) or similar Applicable Laws related to financial privacy and data; and (e) government identifiers that uniquely identify a natural person such as a social security number or passport number. The Lume Services are not intended for processing any of the foregoing prohibited data categories.
7. Confidential Information
7.1 Protection of Confidential Information
Each party agrees to maintain Confidential Information in confidence and not to disclose it or any portion of it, except to its employees, consultants, and Affiliates who have a need to know such Confidential Information and are bound by obligations of confidentiality similar to these Terms. Each party will use the same care and discretion to avoid disclosure, publication, or dissemination of the Confidential Information as it uses with its own confidential or proprietary information, but in no event less than reasonable care. Each party may only use the Confidential Information of the other party to perform its obligations and exercise its rights under these Terms. Neither party will have liability to the other with regard to any Confidential Information that is required to be disclosed by law or court order, provided that the party that received the Confidential Information ("receiving party") will provide reasonable advance notice (to the extent legally permitted) to enable the party that provided the Confidential Information ("disclosing party") to seek a protective order or otherwise prevent such disclosure.
7.2 Exclusions
Notwithstanding anything else, Confidential Information will not include any information that the receiving party can demonstrate: (a) at the time of disclosure is publicly available or becomes publicly available through no act or omission of the receiving party; (b) has been disclosed to the receiving party by a third party who is not under, and to whom the receiving party does not owe, an obligation of confidentiality with respect thereto; or (c) has been independently acquired or developed by the receiving party without use of the Confidential Information of the disclosing party.
8. Representations and Warranties
8.1 Mutual Warranties
Each party represents and warrants that: (a) it has the right, power, and authority to enter into these Terms and any relevant Service Order; and (b) entering these Terms and the performance of the obligations and duties hereunder does not and will not violate any agreement to which it is a party or is otherwise bound.
8.2 Customer Warranties
Customer represents and warrants that: (a) Customer will comply with all Applicable Laws and Messaging Platform Policies in connection with its use of the Lume Services, including sending messages through the Service (including WhatsApp and SMS/MMS) and conducting marketing and promotional activities; (b) Customer Data will not violate any third-party Intellectual Property Rights; and (c) Customer has all rights, permissions, and consents required to upload, transmit, store, and otherwise process Customer Data in connection with its use of the Lume Services, and to grant Lume the rights expressly set forth in these Terms.
9. Indemnification
9.1 Customer Indemnification
To the fullest extent permitted by Applicable Law, you will indemnify, hold harmless, and defend at your expense, Lume, as well as its Affiliates, suppliers, licensors, and service providers, and any of their respective officers, directors, employees, contractors, agents, and Affiliates, from any and all third-party claims, actions, proceedings, and suits brought against any of the foregoing indemnified parties, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses), or other losses incurred by the indemnified parties, arising out of or relating to: (a) your breach of these Terms, including any use of the Lume Services in violation of these Terms; (b) your violation of Applicable Laws, Messaging Platform Policies, or any third-party Intellectual Property Rights in connection with the Lume Services; (c) Customer Data that is uploaded, transmitted, stored, or otherwise processed by you or on your behalf in connection with the Lume Services; and (d) your Messaging Terms. You will not compromise or settle any indemnified claim in any manner, nor make any admission of liability, without Lume's prior written consent, which Lume may provide in its sole discretion. Lume reserves the right, at its own expense, to participate in the defense and control of any matter subject to indemnification by you; provided, however, that if Lume reasonably determines that Customer is unwilling or unable to defend Lume or another indemnified party's interests, then Lume may assume the defense against any claims at Customer's sole expense.
9.2 Carrier and Provider Fines
Notwithstanding anything to the contrary in these Terms, Customer agrees that if Lume is fined by a carrier, messaging provider, or regulatory body as a result of Customer's failure to comply with Applicable Laws or Messaging Platform Policies, Lume may charge Customer for, and Customer will pay, the amount of such fine.
10. Disclaimer of Warranties; Limitation of Liability
THE TERMS OF THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW:
10.1 DISCLAIMER OF WARRANTY
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8 (REPRESENTATIONS AND WARRANTIES), THE LUME SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING, CUSTOMER MAY NOT RELY UPON THE PROVISION OF THE HOSTED MESSAGING TERMS OR ANY OTHER TEMPLATES, GUIDANCE, CONTENT, OR ADVICE VIA THE LUME SERVICES AS A REPRESENTATION THAT THE HOSTED MESSAGING TERMS OR SUCH OTHER MATERIALS ARE SUFFICIENT FOR CUSTOMER'S PURPOSES OR MEET CUSTOMER'S OBLIGATIONS UNDER APPLICABLE LAWS. LUME MAKES NO WARRANTY THAT THE LUME SERVICES WILL ALWAYS BE UNINTERRUPTED, ACCURATE, SECURE, OR ERROR-FREE, OR THAT THE LUME SERVICES WILL MEET YOUR REQUIREMENTS. LUME TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR CUSTOMER DATA, OR LOSS OF DATA OR DAMAGE TO YOUR COMPUTER OR OTHER SYSTEMS THAT RESULTS FROM YOUR USE OF THE LUME SERVICES. CUSTOMERS ARE SOLELY RESPONSIBLE FOR BACKING UP CUSTOMER DATA.
10.2 LIMITATION OF LIABILITY
LUME AND ITS AFFILIATES WILL HAVE NO LIABILITY FOR YOUR LOST REVENUES OR PROFITS, OR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES RESULTING FROM YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE LUME SERVICES PROVIDED OR HOSTED BY LUME OR ITS AFFILIATES, OR OTHERWISE IN CONNECTION WITH THESE TERMS, EVEN IF LUME OR ITS AFFILIATES HAVE BEEN ADVISED OF, KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A LIMITED REMEDY SET FORTH IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LUME AND ITS AFFILIATE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE LUME SERVICES OR THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INITIAL EVENT GIVING RISE TO LIABILITY HEREUNDER.
10.3 Third-Party Disputes
Lume has no responsibility or liability for any dispute between a Customer and its End Users. Lume will have no liability for any damages of any kind, under any theory of law, that relate to a Customer's relationship with its End Users, even if Lume has been advised of the possibility of such damages.
11. Termination
11.1 Termination by Lume
Unless otherwise expressly set forth in a Service Order, Lume may immediately limit, terminate, or suspend your access to the Lume Services, or terminate these Terms, without notice, for any reason, at any time, without liability to you, and at Lume's sole discretion.
11.2 Termination for Breach
Without limiting Section 11.1 (Termination by Lume) and notwithstanding anything to the contrary, Lume may terminate or suspend your right to use the Lume Services or these Terms at any time, with or without prior notice and without liability to you, if Lume determines in its sole discretion that: (a) you are in breach of your payment obligations under these Terms or a Service Order; (b) you fail to provide up-to-date Payment Information and a valid Payment Method and Lume is unable to charge you for any Fees due and payable to Lume; (c) a carrier, messaging provider, or third-party aggregator prohibits or restricts Lume from providing the Lume Services to you, including if a carrier or messaging provider determines that you have violated its content policies; (d) your use of the Lume Services poses a security or legal risk to Lume or its other customers; (e) you have filed for bankruptcy, you are dissolving your business, or you are engaging in a similar legal process; or (f) your account is inactive and you do not have a Service Order in effect. If your account is terminated by Lume under this Section, Lume may also terminate any relevant Service Orders then in effect.
11.3 Consequences of Termination
Upon termination of these Terms or your account, all rights and licenses granted to you by Lume hereunder will immediately terminate, and you will immediately cease use of the Lume Services and return or destroy all Confidential Information of Lume in your possession or control. In addition, all Fees owed pursuant to Section 4 (Fees and Payment Terms) will become immediately due and payable. Following termination of these Terms, your account, or your access to the Lume Services, or if your account is inactive and you do not have a Service Order in effect, Lume may release any phone number, sender identifier, WhatsApp Business Platform number, or similar messaging identifier provisioned or operated on your behalf in connection with the Lume Services.
11.4 Survival
This Section and any Sections which by their nature are intended to survive, will survive termination, including: 3 (Use of the Lume Services), 4 (Fees and Payment Terms), 5.3 (Marketing and Publicity Rights), 5.4 (Reservation of Rights), 5.5 (Feedback), 6.3 (Retention of Customer Data), 7 (Confidential Information), 8 (Representations and Warranties), 9 (Indemnification), 10 (Disclaimer of Warranties; Limitation of Liability), 12 (Dispute Resolution), and 13 (General).
12. Dispute Resolution
THIS SECTION LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIM OR ACTION IN ARBITRATION AND LITIGATION, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR LUME WOULD HAVE IN COURT, SUCH AS APPELLATE REVIEW, ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
12.1 Binding Individual Arbitration
In the event that there is a dispute, claim, or controversy between you and Lume or any other third-party service provider acting on Lume's behalf, arising out of or relating to federal or state statutory claims, common law claims, these Terms, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate ("Dispute"), such Dispute will be, to the fullest extent permitted by law and applicable rules, determined by arbitration before one arbitrator, provided, however, that no party will be precluded from seeking remedies in small claims court for disputes or claims within the scope of its jurisdiction. Whether a Dispute falls within the jurisdictional limits of small claims court is for the small claims court to decide. This clause will not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
12.2 Disputes
Dispute will be given the broadest possible meaning permitted by law. It includes, but is not limited to: (a) any dispute or claim that arose before the existence of these or any prior Terms (including, but not limited to, claims relating to advertising); (b) any dispute or claim that is currently the subject of a purported class action litigation in which you are not a member of a certified class; and (c) any dispute or claim that may arise after termination of these Terms or any Service Order. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, trade secrets, or other intellectual property, and claims of piracy or unauthorized use of intellectual property. The arbitrator will decide all issues that relate to the scope, validity, and enforceability of these Terms. You and Lume agree that these Terms evidence a transaction in interstate commerce and that this arbitration agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and U.S. federal arbitration law and not state arbitration law.
12.3 Mandatory Informal Dispute Resolution Process
If you and Lume have a Dispute, you and Lume agree to make a good faith effort to informally resolve it. The party initiating the Dispute must send a written notice to the other party that describes the Dispute. The notice must include all of this information: (a) the initiating party's contact information (including name, address, telephone number, and email address) (with their counsel's contact information, if represented); (b) sufficient information to enable the other party to identify any phone number(s), transaction(s), or account(s) at issue; and (c) a detailed description of (1) the Dispute, (2) the nature and basis of the claims, and (3) the nature and basis of the relief sought, with a detailed calculation for such relief. The notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). For a period of sixty (60) days from receipt of a completed notice (which can be extended by agreement of the parties), the parties will negotiate in good faith in an effort to informally resolve the Dispute. To this end, the party receiving the notice may request a telephone or video settlement conference to aid in the resolution of the Dispute. The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period. If the Dispute is not resolved within sixty (60) days after receipt of a completed notice (which period can be extended by agreement of the parties), you or Lume may commence a formal dispute resolution proceeding consistent with the process set forth below. Compliance with and completion of this Mandatory Informal Dispute Resolution Process ("Process") is a condition precedent to you or Lume commencing any formal dispute resolution proceeding in arbitration or small claims court. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed notice until the conclusion of the Process. Notices to Lume under this Section must be sent to LayGen Inc d/b/a Lume, ATTN: Legal Department, 201 E Center St, Ste 112-3320, Anaheim, CA 92805, United States, with a copy via email to hi@golume.app.
12.4 Arbitration Proceedings and Rules
The following rules and procedures will apply:
- Any arbitration will be administered by a reputable, nationally recognized arbitration provider in accordance with that provider's expedited arbitration rules and procedures, as well as any applicable general rules and procedures, except as modified by these Terms. Please review the applicable procedures carefully because they may impact how your complaint is handled and these procedures differ from those that would otherwise apply if you elected to pursue your claim individually in small claims court.
- When you initiate arbitration, you may be required to pay the administrator's filing fee and other fees or expenses charged by the administrator. You are responsible for fees and expenses owed to your legal counsel, if any, unless the arbitrator determines that an award of attorneys' fees is warranted under applicable law.
- If any provision of these Terms is deemed by an arbitrator not to comply with the applicable minimum fairness standards published by the arbitration administrator, then those minimum fairness standards should be deemed to be incorporated by reference and any offending provision will be deemed unenforceable.
- The arbitrator will be selected pursuant to the administrator's standard selection process, as set forth in the administrator's general rules and procedures.
- Except as otherwise provided herein, the arbitrator will apply the substantive laws of the State of Delaware, without regard to its conflict of laws rules.
- By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with: (a) the Dispute Resolution provisions of these Terms; and (b) all of the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all represented parties and counsel as a court would.
- The arbitrator may award any relief or remedy that would be available in a court of law, including attorneys' fees and punitive damages where permitted by statute and is permitted to apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award.
- The arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions.
- Notwithstanding anything contained in the administrator's rules, the decision of the arbitrator will be final and binding on both parties, but either party will have rights of appeal expressly provided in section 10 of the Federal Arbitration Act (the "FAA").
- Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.
12.5 No class actions or juries
YOU UNDERSTAND AND AGREE THAT, BY AGREEING TO THESE TERMS OR ANY SERVICE ORDER, YOU AND LUME ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN COURT AND THAT THESE TERMS AND ANY SERVICE ORDER WILL BE SUBJECT TO AND GOVERNED BY THE FAA. The parties agree to arbitrate solely on an individual basis, and this arbitration agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding EXCEPT as provided in these Terms.
12.6 Invalidity and Survivability
If any term or provision of this Section is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Section or invalidate or render unenforceable such term or provision in any other jurisdiction. If for any reason a dispute proceeds in court rather than in arbitration, the parties hereby waive any right to a jury trial. This arbitration provision will survive any cancellation or termination of these Terms or your use of the Lume Services.
12.7 Future Changes to Dispute Resolution Section
Notwithstanding any provision to the contrary, you and Lume agree that if Lume makes any future changes to this arbitration agreement (other than a change to the mailing or email address), you may reject any such change by sending us written notice personally signed by you within thirty (30) days of the change to Lume at LayGen Inc d/b/a Lume, ATTN: Legal Department, 201 E Center St, Ste 112-3320, Anaheim, CA 92805, United States, with a copy via email to hi@golume.app. The written notice must include the following information: (a) your name, address, phone number, and email address and (b) a statement that you wish to opt out of changes to the arbitration agreement. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change to the arbitration agreement, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this version of the arbitration agreement.
13. General
13.1 Entire Agreement
These Terms together with any relevant Service Order represent the entire agreement between Customer and Lume regarding your use of the Lume Services, and supersede and replace any and all prior written or oral understandings or agreements between Customer and Lume regarding your use of the Lume Services. To the extent these Terms conflict with a Service Order, these Terms will govern, unless the Service Order expressly states that a relevant term will supersede. All Service Orders for the purchase of Lume Services are subject to these Terms unless expressly set forth otherwise in the Service Order. Any terms or conditions proposed by Customer in any Customer-issued order form or similar document which are different from or in addition to these Terms will be deemed rejected by Lume and will be null and of no effect. Except as otherwise set forth in these Terms, these Terms and any relevant Service Order may only be modified or amended by a writing signed by authorized representatives of both Lume and Customer.
13.2 Notice
Any notice required or permitted to be made under these Terms will be in English and in writing. Notice will be deemed to have been fully given and received: (a) when delivered personally; (b) five (5) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; (c) one business day after deposit with a commercial overnight carrier, with written verification of such receipt; or (d) to the extent email notice is expressly permitted in these Terms, when delivered. All notices to Customer may be made to the mailing or email address associated with Customer's account or as set forth in a relevant Service Order. Lume may also provide notices or messages about the Lume Services or these Terms by posting to the Lume website. All notices to Lume will be made to: LayGen Inc d/b/a Lume, ATTN: Legal Department, 201 E Center St, Ste 112-3320, Anaheim, CA 92805, United States, with a copy via email to hi@golume.app.
13.3 Assignment
You may not assign or transfer any of your rights or obligations under these Terms without Lume's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. Lume may freely assign or transfer any of its rights or obligations under these Terms without restriction; provided, however, that the Lume Services will continue to operate as specified in these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
13.4 Governing Law
These Terms will be governed by and construed under the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware without regard to its conflict of laws principles. Except as otherwise set forth in Section 12 (Dispute Resolution), the exclusive jurisdiction for all disputes that you and Lume are not required to arbitrate will be the state and federal courts located in Delaware, and you and Lume agree to waive all rights to challenge the foregoing.
13.5 Severability
If any term or condition of these Terms is declared illegal or otherwise unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under Applicable Laws and the validity or enforceability of any other provision of these Terms will not be affected.
13.6 No Waiver
Lume's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Lume. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
13.7 Force Majeure
Without limiting any other provision in these Terms, Lume is not responsible or liable to Customer for delay or failure to perform its obligations in the event that any of Lume's operations or activities are affected by any cause or event beyond the sole and reasonable control of Lume (as determined by Lume in its sole discretion), including, without limitation, by reason of any acts of God, equipment failure, threatened or actual terrorist acts, air raid, act of public enemy, war (declared or undeclared), civil disturbance, insurrection, riot, epidemic, pandemic, fire, explosion, earthquake, flood, hurricane, unusually severe weather, blackout, internet service failure, embargo, labor dispute or strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slowdown, any law, rule, regulation, action, order, or request adopted, taken, or made by any governmental or quasi-governmental entity (whether or not such governmental act proves to be invalid), or any other cause, whether or not specifically mentioned above.
13.8 Independent Contractors
Neither you nor Lume will be deemed an agent of the other, and the relationship between you and Lume is that of independent contractors.
13.9 No Third-Party Beneficiaries
These Terms are for the sole benefit of you and Lume and its Affiliates, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. Except for Customer and Lume and its Affiliates, no third party shall have any right to enforce any provision of these Terms or to assert any claim against either party arising out of or relating to these Terms.
13.10 Export Control
You acknowledge that the Lume Services may be subject to U.S. export control laws and regulations, including the Export Administration Regulations ("EAR") and economic sanctions programs administered by the Office of Foreign Assets Control ("OFAC"). You represent and warrant that you are not (a) located in, or a resident or national of, any country subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country; (b) listed on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals List or the Denied Persons List; or (c) engaged in any activities prohibited under applicable export control and sanctions laws. You agree to comply with all applicable export control and sanctions laws and regulations in your use of the Lume Services and will not use the Lume Services in violation of such laws and regulations.
13.11 Support
For Customer support, please email hi@golume.app.
Professional Services Addendum
This Addendum governs your use of Professional Services, and is incorporated into and supplements the Terms. By entering a Service Order for Professional Services, you accept and agree to be bound by this Addendum.
A. Performance of the Professional Services
By signing a Service Order for Professional Services, Customer appoints Lume as its agent and directs Lume to perform the relevant Professional Services. Customer is responsible for all Customer instructions and materials provided to Lume, including brand guidelines, product descriptions and specifications, marketing copy, and directions to send campaigns or set up automations such as abandoned cart recovery, order confirmations, shipping and delivery updates, reorder reminders, and back-in-stock alerts. Customer remains responsible for all obligations related to Customer Data under these Terms, including Section 3 (Use of the Lume Services), Section 6 (Customer Data), and Section 8 (Representations and Warranties).
B. Customer Obligations
Customer will cooperate with Lume and timely respond to Lume's reasonable requests as required for Lume to perform the Professional Services. Customer acknowledges and agrees that Customer's failure to provide required materials or responses will relieve Lume of any obligations dependent on Customer's cooperation, including any delays in the performance of Professional Services, onboarding, launches, or go-live dates. Lume may require use of the Hosted Messaging Terms as a condition to Lume's performance of the Professional Services.
C. Generic Content
Lume may use or create generic templates, copy, and assets that are not specific to Customer, including phrases and calls to action widely used in industry ("Generic Content"). For clarity, nothing in these Terms or this Professional Services Addendum prevents or limits Lume from using Generic Content for any purpose, including providing Professional Services to other Lume customers.
Lume AI Addendum
This Addendum governs your use of Lume AI, and is incorporated into and supplements the Terms.
A. Input
"Input" means Customer Data submitted to Lume AI by you or your End Users, including: (a) product details and catalogues, brand guidelines, marketing materials, or other information uploaded to Lume; (b) control or inspiration messages; and (c) End User responses to Lume AI messages. If you provide links to brand content on your website, Lume may use web crawlers to collect your product data. Subject to any explicit rights granted under the Terms or this Addendum, as between you and Lume, you retain all rights, title, and interest in and to your Input. You represent and warrant that you have all rights, consents, and permissions required to submit Input to Lume AI and for Lume to carry out its obligations under these Terms. You will only submit Input that complies with: (i) all obligations for Customer Data under these Terms; (ii) all Applicable Laws; and (iii) any product-specific restrictions for relevant Lume AI features and services, as updated by Lume from time to time (e.g., restricted product categories such as supplements or medical devices).
B. Output
"Output" means responses to Inputs generated by Lume AI and delivered to Customer or its End Users, including Lume AI message variants and responses. As between you and Lume, and to the extent permitted by Applicable Laws, you own all rights in and to your Output. Subject to your compliance with these Terms, Lume hereby assigns to you all Lume's right, title, and interest, if any, in and to your Output. You acknowledge and agree that, due to the nature of Lume AI, Output may not be unique and other customers and their End Users may receive similar Output from Lume AI. Responses that are requested by and generated for other customers and their End Users are not considered your Output, and you are not granted or assigned any rights in such Output under these Terms. You must obtain consent from an End User to receive AI-generated messages before sending Lume AI messages to that End User. Lume may require use of the Hosted Messaging Terms as a condition to access or use certain Lume AI features and services.
C. Restrictions
You will not, and will not allow or encourage any third party to, directly or indirectly:
- Use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
- Use Lume AI in connection with the provision of legal, medical, health, or financial advice.
- Represent to End Users that Output was human-generated when it was not.
- Disable, bypass, or ignore any filtering or safety features provided by Lume, including prompts or requests for human review or verification.
- Submit Input that violates Applicable Laws, Messaging Platform Policies, the Lume Content Policy, or Lume's requirements for use of the relevant feature or service.
- Automatically or programmatically extract data or Output.
D. Disclaimers
Lume AI may use generative artificial intelligence to produce Output. Certain Lume AI features are "agentic", which means that they automate actions on your behalf. Lume implements technical and procedural safeguards in developing and operating Lume AI that are designed to produce Outputs and agentic actions that assist you and your End Users. However, due to the nature of AI technology, use of Lume AI may result in Outputs and agentic actions that are not accurate, complete, suitable for your purposes, or as intended. You must evaluate whether Output and agentic actions are appropriate for your use, including by using your own human review as needed. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR INPUT, OUTPUT, AND ALL ACTIONS AND RESULTS OF LUME AI'S AGENTIC FEATURES. LUME HAS NO LIABILITY FOR YOUR USE OF OUTPUT OR THE RESULTS OF ANY AGENTIC ACTIONS.
E. Lume's Data Rights
You acknowledge and agree that Lume may use Inputs and Outputs internally to: (a) provide, maintain, develop, and improve Lume AI and other Lume Services; (b) comply with Applicable Laws and fulfill Lume's legal obligations; (c) enforce Lume's terms and policies; (d) prevent fraud and abuse of the Lume Services; (e) for debugging and testing; and (f) for security purposes and to protect the integrity of the Lume Services. Any use of personal data in connection with Lume AI is subject to the Lume DPA, available at /dpa.