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| 6 | Except for certain kinds of disputes described in Section 16.2, you agree that disputes arising unthis Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND LUMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. | 6 | Except for certain kinds of disputes described in Section 16.2, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND LUMA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. |
| 8 | Overview The Services allow users to create, modify, share, and otherwise use Output generated through Luma’senerative artificial intelligence technology. | 8 | Overview The Services allow users to create, modify, share, and otherwise use Output generated through Luma’s generative artificial intelligence technology. |
| 16 | Access To access the Services, Customer and its Users must register for ccount (“Account”) and provide accurate, complete, and up-to-date information. | 16 | Access To access the Services, Customer and its Users must register for an account (“Account”) and provide accurate, complete, and up-to-date information. |
| 38 | By enabling any Third-Party Technology to interacwith the Services, Customer authorizes Luma to access and exchange Input with such Third-Party Technology on Customer’s behalf. | 38 | By enabling any Third-Party Technology to interact with the Services, Customer authorizes Luma to access and exchange Input with such Third-Party Technology on Customer’s behalf. |
| 45 | Third-Party AI Tools may also take Actions, which means acting as a virtuaent interacting with the internet or other systems when you enable such actions through settings or prompts in the Service. | 45 | Third-Party AI Tools may also take Actions, which means acting as a virtual agent interacting with the internet or other systems when you enable such actions through settings or prompts in the Service. |
| 64 | Customer is sible for its Input, including its content and accuracy, and will comply with Laws and the usage restrictions set forth in the Sections 3.4 and 4.7 of this Agreement. | 64 | Customer is responsible for its Input, including its content and accuracy, and will comply with Laws and the usage restrictions set forth in the Sections 3.4 and 4.7 of this Agreement. |
| 67 | You hereby grant to Luma a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to use, host, and store Input provided during an active Subscription Term, solely as reasonably necessary to: (1) provide the Services; (2) derive or generate Usage Data or Output; (3) create andompile Aggregated Data; (4) improve the Services and develop new products and services; (5) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Luma in connection with the Services; or (6) as otherwise required by Laws, agreed to in writing by the parties, or otherwise permitted herein. | 67 | You hereby grant to Luma a worldwide, non-exclusive, irrevocable, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to use, host, and store Input provided during an active Subscription Term, solely as reasonably necessary to: (1) provide the Services; (2) derive or generate Usage Data or Output; (3) create and compile Aggregated Data; (4) improve the Services and develop new products and services; (5) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Luma in connection with the Services; or (6) as otherwise required by Laws, agreed to in writing by the parties, or otherwise permitted herein. |
| 84 | By providing Input via the Services, you affirm, represent, and warrant to us that: (a) you are the creator and owner of the Input, or have the necessary licenses, rights, consentnd permissions to authorize Luma and users of the Services to use and distribute your Input as necessary to exercise the licenses granted by you in this Section 4, in the manner contemplated by Luma, the Services, and this Agreement; (b) the Input, and the Uploading or other use of your Input as contemplated by this Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any intellectual property, contract, or proprietary right; (ii) cause Luma to violate any law or regulation or require Luma to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; or (iii) violate the Policies or any Laws; and (c) the Uploading of Input is not intended to generate Output that is substantially similar to any form of intellectual property owned or controlled by a third party. | 84 | By providing Input via the Services, you affirm, represent, and warrant to us that: (a) you are the creator and owner of the Input, or have the necessary licenses, rights, consents, and permissions to authorize Luma and users of the Services to use and distribute your Input as necessary to exercise the licenses granted by you in this Section 4, in the manner contemplated by Luma, the Services, and this Agreement; (b) the Input, and the Uploading or other use of your Input as contemplated by this Agreement, does not and will not: (i) infringe, violate, misappropriate, or otherwise breach any third-party right, including any intellectual property, contract, or proprietary right; (ii) cause Luma to violate any law or regulation or require Luma to obtain any further licenses from or pay any royalties, fees, compensation, or other amounts or provide any attribution to any third parties; or (iii) violate the Policies or any Laws; and (c) the Uploading of Input is not intended to generate Output that is substantially similar to any form of intellectual property owned or controlled by a third party. |
| 88 | Luma’s election to monitor (or not monitor) does not create any responsibility or liability for content or any loss or damage incurred as a resulthereof. | 88 | Luma’s election to monitor (or not monitor) does not create any responsibility or liability for content or any loss or damage incurred as a result thereof. |
| 95 | Nwithstanding the foregoing, Customer acknowledges and agrees that it can only use the Outputs for commercial purposes if the Outputs were produced during an active Subscription Term under Customer’s paid subscription allowing for the commercial use of those Outputs. | 95 | Notwithstanding the foregoing, Customer acknowledges and agrees that it can only use the Outputs for commercial purposes if the Outputs were produced during an active Subscription Term under Customer’s paid subscription allowing for the commercial use of those Outputs. |
| 99 | You hereby grant to Luma a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with thright to sublicense through multiple tiers) to Process, host, and store Output produced during an active Subscription Term, solely to: (1) provide or improve the Services or develop new products or services; (2) create and compile Aggregated Data; or (3) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Luma in connection with the Services . | 99 | You hereby grant to Luma a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to Process, host, and store Output produced during an active Subscription Term, solely to: (1) provide or improve the Services or develop new products or services; (2) create and compile Aggregated Data; or (3) create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights, or related technology used by Luma in connection with the Services . |
| 101 | You hereby grant to Luma a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works of, and distribute, Output produced outside of an active Subscription Term, in whole or in part, in any media formats and through any media channels, in each case, (1) to provide or improve the Services or develop new products or services, (2) create and compile Aggregated Data, or (3) to create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Luma in connection with the Services . | 101 | You hereby grant to Luma a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, publicly display, publicly perform (including by means of a digital audio transmission), communicate to the public, reproduce, modify for the purpose of formatting for display, create derivative works of, and distribute, Output produced outside of an active Subscription Term, in whole or in part, in any media formats and through any media channels, in each case, (1) to provide or improve the Services or develop new products or services, (2) create and compile Aggregated Data, or (3) to create, test, improve, train, or otherwise develop the artificial intelligence or machine learning models, systems, architecture, weights or related technology used by Luma in connection with the Services . 4.9(d) Certain Acknowledgments. |
| 102 | Certain Acknowledgments. | — | Removed |
| 111 | Communicatio Push Notifications When you install our Remote Apps, you agree to receive push notifications, which you may disable in your Supported Device’s settings. | 110 | Communications Push Notifications When you install our Remote Apps, you agree to receive push notifications, which you may disable in your Supported Device’s settings. |
| 117 | Fees Certain Services require payment of feees”). | 116 | Fees Certain Services require payment of fees ("Fees”). |
| 126 | By using the Serment features, you agree to the Stripe Agreements. | 125 | By using the Services' payment features, you agree to the Stripe Agreements. |
| 148 | You may terminate your Account and eement at any time through your account settings or by contacting Luma at support@lumalabs.ai. | 147 | You may terminate your Account and this Agreement at any time through your account settings or by contacting Luma at support@lumalabs.ai. |
| 152 | Input and other Confidential Information, as defined in Section 13, may be retained in Rient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions. | 151 | Input and other Confidential Information, as defined in Section 13, may be retained in Recipient’s standard backups notwithstanding any obligation to delete the applicable Confidential Information but will remain subject to this Agreement’s confidentiality restrictions. |
| 153 | Survival These provisions survive expiration or termination of this Agreement: Section 3.4 (Restrictions), Section 3.12 (Usage Data and Aggregated Data), Section 4 (Input and Generative AI), Section 7 (Commercial Terms), Section 8 (Representations and Warranties; Disclaimer),Section 9.3 ( Effect of Termination), Section 9.4 (Survival), Section 10 (Ownership), Section 11 (Limitations of Liability), Section 12 (Indemnification), Section 13 (Confidentiality), Section 15 (Modifications), Section 16 (Miscellaneous), and Section 17 (Definitions), and any other provision that, by its terms, is intended to survive expiration or terminn. | 152 | Survival These provisions survive expiration or termination of this Agreement: Section 3.4 (Restrictions), Section 3.12 (Usage Data and Aggregated Data), Section 4 (Input and Generative AI), Section 7 (Commercial Terms), Section 8 (Representations and Warranties; Disclaimer),Section 9.3 ( Effect of Termination), Section 9.4 (Survival), Section 10 (Ownership), Section 11 (Limitations of Liability), Section 12 (Indemnification), Section 13 (Confidentiality), Section 15 (Modifications), Section 16 (Miscellaneous), and Section 17 (Definitions), and any other provision that, by its terms, is intended to survive expiration or termination. |
| 157 | Except for Customer’s use rights in this Agreement, Luma and its licensors retain all intellectual property rights and oth rights in the Service, Software, Documentation, Usage Data, Aggregated Data, and Luma’s technology, materials, interfaces, content, information, or other forms of intellectual property used in connection with the Services, including any modifications or improvements to these items made by us or on our behalf. | 156 | Except for Customer’s use rights in this Agreement, Luma and its licensors retain all intellectual property rights and other rights in the Service, Software, Documentation, Usage Data, Aggregated Data, and Luma’s technology, materials, interfaces, content, information, or other forms of intellectual property used in connection with the Services, including any modifications or improvements to these items made by us or on our behalf. |
| 160 | Luma may exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products rvices. | 159 | Luma may exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. |
| 169 | Indemnific Customer will defend or at its option settle any claims, demands, or actions brought by a third party (“Claims”) against Luma, its affiliates, and their respective directors, officers, employees, agents, successors and assigns (collectively “Luma Parties”) arising out of or in connection with: (1) the Input or Output; (2) its or its Users’ violations of Law, fraud, gross negligence, or willful misconduct; or (3) its or its Users’ breach or non-fulfillment of any representation, warranty, or covenant in this Agreement. | 168 | Indemnification Customer will defend or at its option settle any claims, demands, or actions brought by a third party (“Claims”) against Luma, its affiliates, and their respective directors, officers, employees, agents, successors and assigns (collectively “Luma Parties”) arising out of or in connection with: (1) the Input or Output; (2) its or its Users’ violations of Law, fraud, gross negligence, or willful misconduct; or (3) its or its Users’ breach or non-fulfillment of any representation, warranty, or covenant in this Agreement. |
| 170 | The applicable Luma Party will provide Customer with: (1) reasonable written notice of the Claim (provided that any delay in providing notice will not relieve Customer of its indemnity obligations under this Agreement unless, and only to the extent, the Customer was prejudiced by the delay); (2) the exclusive right to control and directgation, defense and settlement of the Claim (provided that no settlement admitting liability on the part of the Luma Party may be made without the express written consent of the Luma Party); and (3) reasonable assistance and cooperation at Customer’s sole cost and expense. | 169 | The applicable Luma Party will provide Customer with: (1) reasonable written notice of the Claim (provided that any delay in providing notice will not relieve Customer of its indemnity obligations under this Agreement unless, and only to the extent, the Customer was prejudiced by the delay); (2) the exclusive right to control and direct the investigation, defense and settlement of the Claim (provided that no settlement admitting liability on the part of the Luma Party may be made without the express written consent of the Luma Party); and (3) reasonable assistance and cooperation at Customer’s sole cost and expense. |
| 176 | At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Luma is the RLuma may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. | 175 | At Discloser’s request, Recipient will delete all Confidential Information, except, in the case where Luma is the Recipient, Luma may retain the Customer’s Confidential Information to the extent required to continue to provide the Services. |
| 178 | Exclusions These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed witht using Confidential Information. | 177 | Exclusions These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of the receiving party; (b) it rightfully knew or possessed prior to receipt under this Agreement; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed with using Confidential Information. |
| 201 | Neier party is liable for delays or failures caused by events beyond its reasonable control (e.g., strikes, war, natural disasters, Internet failures). “Including” means “including but not limited to.” If any provision is invalid or unenforceable, the remaining provisions remain in full force. | 200 | Neither party is liable for delays or failures caused by events beyond its reasonable control (e.g., strikes, war, natural disasters, Internet failures). “Including” means “including but not limited to.” If any provision is invalid or unenforceable, the remaining provisions remain in full force. |
| 206 | Except as described in Sections 16.2(b) and 16.2(c) below, you and Luma agree that every dispute arising in connection with this Agreement, the Services, or communrom us will be resolved through binding arbitration. | 205 | Except as described in Sections 16.2(b) and 16.2(c) below, you and Luma agree that every dispute arising in connection with this Agreement, the Services, or communication from us will be resolved through binding arbitration. |
| 213 | Once Luma receives your Opt-Out Notice, this Section 16.2 will be void and any action arising out of this Agreement will blved as set forth in Section 16.3. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice. | 212 | Once Luma receives your Opt-Out Notice, this Section 16.2 will be void and any action arising out of this Agreement will be lived as set forth in Section 16.3. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice. |
| 223 | The Notice of Arbitration must: (a) identify the name or Account number of the party making the claim; (b) describe the nature and basis of the claim or disput set forth the specific relief sought (“Demand”). | 222 | The Notice of Arbitration must: (a) identify the name or Account number of the party making the claim; (b) describe the nature and basis of the claim or dispute set forth the specific relief sought (“Demand”). |
| 227 | Any arbitration hearing will take place in the counnd state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. | 226 | Any arbitration hearing will take place in the county and state of your residence unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence. |
| 245 | All Additional Terms are incorporated by this reference into, and made a part of, greement. | 244 | All Additional Terms are incorporated by this reference into, and made a part of this Agreement. |
| 257 | Government End-Users Elements of the Services are commercialputer software. | 256 | Government End-Users Elements of the Services are commercial computer software. |
| 280 | Definitions “Aggregated Data” means Usage Data that has been aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual. “API Customer” means a Customer that subscribes to the API version of the Services. “API User” means any API Customer’s end user of the Service. “Documentation” means all documentation, materials, or information, technical or otherwise, relating or used with respect to the applicable Services, including specifications, operating manuals, user instructions, and technical literature, in any form, in each case provided or made available to Customer by Luma from time to time. “High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, or air traffic control. “Input” means any data, information, conncluding messages, photos, video or audio, images, folders, data, text, and any other works of authorship or other works) that Customer (including its Users) submits, uploads, provides, makes available, or otherwise transmits (collectively, “Upload”) in connection with the Services. “Laws” means all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy, data transfer, international communications, and export of data, including Personal Data (as defined in the Privacy Policy) and Input. “Order” means an order that is executed by the parties or a process Customer completes through the online order flow Luma provides, each of which references this Agreement. “Output” means any data, results, output, or other content (including three-erings) that is generated or derived from Input (excluding Usage Data or Aggregated Data), and provided to Customer via the Services, excluding Third-Party Content. “Policies” means Luma’s acceptable use policies (as set forth in Sections 3.4 and 4.7 of this Agreement) and other policies regarding usage of the Services as may be made available by Luma from time to time. “Privacy Policy” means Luma’s privacy policy available at lumalabs.ai/legal/privacy, as updated from time to time. “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process. “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislmedical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws. “Remote App(s)” means Luma’s proprietary Software, mobile application(s) to be installed on Supported Devices as described in the Documentation. “Service(s)” means Luma’s proprietary, generative artificial intelligence product(s) or service(s) that are provided or made availabder this Agreement which allow you to create, modify, share, and otherwise use Output. | 279 | Definitions “Aggregated Data” means Usage Data that has been aggregated with other data such that the resulting data no longer reasonably identifies Customer or a specific individual. “API Customer” means a Customer that subscribes to the API version of the Services. “API User” means any API Customer’s end user of the Service. “Documentation” means all documentation, materials, or information, technical or otherwise, relating or used with respect to the applicable Services, including specifications, operating manuals, user instructions, and technical literature, in any form, in each case provided or made available to Customer by Luma from time to time. “High Risk Activities” means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, or air traffic control. “Input” means any data, information, content or materials including messages, photos, video or audio, images, folders, data, text, and any other works of authorship or other works) that Customer (including its Users) submits, uploads, provides, makes available, or otherwise transmits (collectively, “Upload”) in connection with the Services. “Laws” means all applicable local, state, federal, and international laws, regulations, and conventions, including those related to data privacy, data transfer, international communications, and export of data, including Personal Data (as defined in the Privacy Policy) and Input. “Order” means an order that is executed by the parties or a process Customer completes through the online order flow Luma provides, each of which references this Agreement. “Output” means any data, results, output, or other content (including three-dimensional renderings) that is generated or derived from Input (excluding Usage Data or Aggregated Data), and provided to Customer via the Services, excluding Third-Party Content. “Policies” means Luma’s acceptable use policies (as set forth in Sections 3.4 and 4.7 of this Agreement) and other policies regarding usage of the Services as may be made available by Luma from time to time. “Privacy Policy” means Luma’s privacy policy available at lumalabs.ai/legal/privacy, as updated from time to time. “Process” means to collect, access, use, disclose, transfer, transmit, store, host, or otherwise process. “Prohibited Data” means any: (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation of medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (c) credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards; (d) other information subject to regulation or protection under specific Laws such as the Children’s Online Privacy Protection Act or Gramm-Leach-Bliley Act (or related rules or regulations); (e) social security numbers, driver’s license numbers, or other government ID numbers; or (f) any data similar to the above protected Laws. “Remote App(s)” means Luma’s proprietary Software, mobile application(s) to be installed on Supported Devices as described in the Documentation. “Service(s)” means Luma’s proprietary, generative artificial intelligence product(s) or service(s) that are provided or made available under this Agreement which allow you to create, modify, share, and otherwise use Output. |
| 281 | The Services may include Luma’s online cloud platform (“Platform”), application programming interfaces (“APIs”), Remote Apps, or other Software. “Software” means any machine learning models, software, scripts, or other code provided or made available by Luma to you under this Agreement in object code format. “Subscription Term” means the period during which Customer’s subscription to access and use an applicable Service is in effect, as identified in the applicable Order. “Supported Device” means a hardware device on which a Remote App can be installed on and used as defined in the Documentation. “Third-Party Technology” means any platfo, or other third-party product or service that Customer elects to integrate or enable for use with the Services. | 280 | The Services may include Luma’s online cloud platform (“Platform”), application programming interfaces (“APIs”), Remote Apps, or other Software. “Software” means any machine learning models, software, scripts, or other code provided or made available by Luma to you under this Agreement in object code format. “Subscription Term” means the period during which Customer’s subscription to access and use an applicable Service is in effect, as identified in the applicable Order. “Supported Device” means a hardware device on which a Remote App can be installed on and used as defined in the Documentation. “Third-Party Technology” means any platform, or other third-party product or service that Customer elects to integrate or enable for use with the Services. |
| 283 | By way of example, Usage Data may inclegarding Input and Output such as file types, requested operations or instructions to the Services (e.g., “create a video of”), size and number of files, and language settings, but will not include the actual content of such Input or Output. “User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf. | 282 | By way of example, Usage Data may include regarding Input and Output such as file types, requested operations or instructions to the Services (e.g., “create a video of”), size and number of files, and language settings, but will not include the actual content of such Input or Output. “User” means any employee or contractor of Customer that Customer allows to use the Services on Customer’s behalf. |
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