| Before | After | ||
|---|---|---|---|
| 0 | Product Pricing API Enterprise News Join us Sign In Terms of Service Last updated: April 20, 2026 These Terms of Service, including our Privacy Policy incorporated herein by reference (together, this “Agreement”), is a legally binding contract between you and Luma AI, Inc. | 0 | Product Pricing API Enterprise News Join us Sign In Terms of Service Last updated: May 14, 2026 These Terms of Service, including our Privacy Policy incorporated herein by reference (together, this “Agreement”), is a legally binding contract between you and Luma AI, Inc. |
| 7 | Defined Terms Capitalized terms are defined in Section 17 or contextually throughout this Agreement. | 7 | Defined Terms. |
| 8 | Overview The Services allow users to create, modify, share, and otherwise use Output generated through Luma’s generative artificial intelligence technology. | 8 | Capitalized terms are defined in Section 17 or contextually throughout this Agreement. |
| 9 | The Service Platform and APIs Subject to this Agreement and the applicable Order, Luma will make the Platform or APIs available to Customer during the Subscription Term. | 9 | Overview. |
| 10 | The Services allow users to create, modify, share, and otherwise use Output generated through Luma’s generative artificial intelligence technology. | ||
| 11 | The Service. | ||
| 12 | Platform and APIs. Subject to this Agreement and the applicable Order, Luma will make the Platform or APIs available to Customer during the Subscription Term. | ||
| 11 | Remote App Subject to this Agreement and the applicable Order, Luma grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download an applicable Remote App onto a Supported Device. | 14 | Remote App. |
| 15 | Subject to this Agreement and the applicable Order, Luma grants Customer a limited, non-transferable, revocable, non-exclusive, non-sublicensable license for its Users to download an applicable Remote App onto a Supported Device. | ||
| 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. | 20 | Access. |
| 21 | To access the Services, Customer and its Users must register for an account (“Account”) and provide accurate, complete, and up-to-date information. | ||
| 25 | COPPA NOT not knowingly collect personal information from children under 13. | 30 | COPPA NOTICE: Luma does not knowingly collect personal information from children under 13. |
| 27 | Restrictions and Acceptable Use Except as otherwise expressly permitted in an Order or herein, Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users); (b) use the Services on behalf of, or to provide any product or service to, third parties on a service bureau, rental or managed services basis, provided that the foregoing restriction does not prohibit API Customers from using the APIs to connect the Services with Customer’s own applications and services or to provide API Users with access to the Services; (c) use the Services or Output for commercial purposes, unless permitted to do so under Section 4.9, or to compete with Luma or in a manner otherwise detrimental to Luma’s business; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs of the Services, except as required by Law, in which case Customer will provide Luma with prior written notice; (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) take any action that risks harm to others or to the security, availability, or integrity of Services; (k) access or use the Services in a manner that violates any Law; (l) use the Services with Prohibited Data or for High Risk Activities; (m) access, search, or otherwise use any portion of the Services (including Output) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools); (n) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (o) subject any portion of the Services or any Luma intellectual property to any “open source” license that requires, as a condition of use, modification, or distribution, that any technology be disclosed in source code form, licensed for the purpose of making derivative works, or made re-distributable at no charge; (p) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services; (q) collect personal information about another user or third party without ent; or (r) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account on the Services without permission. | 32 | Restrictions and Acceptable Use. |
| 33 | Except as otherwise expressly permitted in an Order or herein, Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) provide access to, distribute, sell, or sublicense the Services to a third party (other than Users); (b) use the Services on behalf of, or to provide any product or service to, third parties on a service bureau, rental or managed services basis, provided that the foregoing restriction does not prohibit API Customers from using the APIs to connect the Services with Customer’s own applications and services or to provide API Users with access to the Services; (c) use the Services or Output for commercial purposes, unless permitted to do so under Section 4.9, or to compete with Luma or in a manner otherwise detrimental to Luma’s business; (d) reverse engineer, decompile, disassemble, or seek to access the source code or non-public APIs of the Services, except as required by Law, in which case Customer will provide Luma with prior written notice; (e) modify or create derivative works of the Services or copy any element of the Services; (f) remove or obscure any proprietary notices in the Services; (g) publish benchmarks or performance information about the Services; (h) interfere with the operation of the Services, circumvent any access restrictions, or conduct any security or vulnerability test of the Services; (i) transmit any viruses or other harmful materials to the Services; (j) take any action that risks harm to others or to the security, availability, or integrity of the Services; (k) access or use the Services in a manner that violates any Law; (l) use the Services with Prohibited Data or for High Risk Activities; (m) access, search, or otherwise use any portion of the Services (including Output) through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools); (n) modify the Documentation, change any of the interfaces described in the Documentation, or extend any interfaces except as described in the Documentation; (o) subject any portion of the Services or any Luma intellectual property to any “open source” license that requires, as a condition of use, modification, or distribution, that any technology be disclosed in source code form, licensed for the purpose of making derivative works, or made re-distributable at no charge; (p) harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Services; (q) collect personal information about another user or third party without consent; or (r) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other account on the Services without permission. | ||
| 30 | Support Please contact us at support@lumalabs.ai if you experience any issue with respect to the Services. | 36 | Support. |
| 37 | Please contact us at support@lumalabs.ai if you experience any issue with respect to the Services. | ||
| 32 | Modifications to the Service Luma may modify or discontinue all or any part of the Services at any time (including by limiting or discontinuing certain features or functionality of the Services), temporarily or permanently, without notifying Customer (except that Luma will use commercially reasonable efforts to provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Services). | 39 | Modifications to the Service. |
| 40 | Luma may modify or discontinue all or any part of the Services at any time (including by limiting or discontinuing certain features or functionality of the Services), temporarily or permanently, without notifying Customer (except that Luma will use commercially reasonable efforts to provide Customer with 30 days’ prior notice in the event of any deprecation of any material feature or functionality of the Services). | ||
| 35 | Customer Systems Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Services including any Supported Devices described in the Documentation. | 43 | Customer Systems. |
| 36 | Third-Party Technology Use of Third-Party Technology is subject to Customer’s agreements with the relevant provider and not this Agreement. | 44 | Customer will provide and maintain any hardware, software, other technology, and infrastructure that Customer requires to access and use the Services including any Supported Devices described in the Documentation. |
| 45 | Third-Party Technology. | ||
| 46 | Use of Third-Party Technology is subject to Customer’s agreements with the relevant provider and not this Agreement. | ||
| 43 | Third-Party AI Tools Luma may provide access to Third-Party AI Tools (as defined in Section 17) in connection with the Services. | 53 | Third-Party AI Tools. |
| 54 | Luma may provide access to Third-Party AI Tools (as defined in Section 17) in connection with the Services. | ||
| 51 | Personal Data To the extent Personal Data (as defined in the Privacy Policy) is Processed in connection with the Services, Luma will comply with its Privacy Policy (lumalabs.ai/legal/privacy). | 62 | Personal Data. |
| 52 | Suspension Luma may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.4 or Section 4.5; (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Luma suspend the Services or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Luma’s other customers or the security, availability, or integrity of the Services. | 63 | To the extent Personal Data (as defined in the Privacy Policy) is Processed in connection with the Services, Luma will comply with its Privacy Policy (lumalabs.ai/legal/privacy). |
| 64 | Suspension. | ||
| 65 | Luma may immediately suspend Customer’s and its Users’ access to the Service if: (a) Customer breaches Section 3.4 or Section 4.5; (b) Customer’s Account is 30 days or more overdue; (c) changes to Laws or new Laws require that Luma suspend the Services or otherwise may impose additional liability on us; or (d) Customer or its Users actions risk harm to any of Luma’s other customers or the security, availability, or integrity of the Services. | ||
| 54 | If the issued to the suspension is resolved, Luma will use reasonable efforts to restore your access to the Services. | 67 | If the issue that led to the suspension is resolved, Luma will use reasonable efforts to restore your access to the Services. |
| 55 | Usage Data and Aggregated Data As between the parties, Luma owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof, and any and all new products, services, and developments, modifications, customizations, or improvements to the Services made based on the Aggregated Data or Usage Data. | 68 | Usage Data and Aggregated Data. |
| 56 | Scope Limitations Luma may establish and modify limits on storage, retention periods, and other aspects of the Services at any time without notice and has no liability for deletion or failure to store any Input or Output. | 69 | As between the parties, Luma owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregated Data and Usage Data (including any improvements, modifications, and enhancements thereto), the know-how and analytical results generated in the Processing and use thereof, and any and all new products, services, and developments, modifications, customizations, or improvements to the Services made based on the Aggregated Data or Usage Data. |
| 57 | User Disputes You are solely responsible for your interactions with other users. | 70 | Scope Limitations. |
| 71 | Luma may establish and modify limits on storage, retention periods, and other aspects of the Services at any time without notice and has no liability for deletion or failure to store any Input or Output. | ||
| 72 | User Disputes. | ||
| 73 | You are solely responsible for your interactions with other users. | ||
| 59 | Account and Data Deletion You may delete your Account at any time through your account settings or by contacting Luma at support@lumalabs.ai. | 75 | Account and Data Deletion. |
| 76 | You may delete your Account at any time through your account settings or by contacting Luma at support@lumalabs.ai. | ||
| 63 | Input and Generative AI Input Generally You retain any copyright and other proprietary rights in your Input, subject to the licenses granted in this Agreement. | 80 | Input and Generative AI. |
| 81 | Input Generally. | ||
| 82 | You retain any copyright and other proprietary rights in your Input, subject to the licenses granted in this Agreement. | ||
| 66 | Use of Input During Paid Use. | 85 | Use of Input. |
| 86 | During Paid Use. | ||
| 72 | Usage Data and Aggregated Data Luma may Process Usage Data and Aggregated Data for any lawful business purpose, including billing, support, product improvement, AI model development, analytics, and benchmarking. | 92 | Usage Data and Aggregated Data. |
| 93 | Luma may Process Usage Data and Aggregated Data for any lawful business purpose, including billing, support, product improvement, AI model development, analytics, and benchmarking. | ||
| 74 | Security and Processing Luma will implement reasonable technical and organizational measures to protect Input from unauthorized access, use, or disclosure. | 95 | Security and Processing. |
| 96 | Luma will implement reasonable technical and organizational measures to protect Input from unauthorized access, use, or disclosure. | ||
| 77 | Customer Obligations Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) use the Services to engage in any regulated activity without complying with applicable regulations, or to engage in or facilitate any illegal activity, including distributing illegal substances, goods, or services, exploiting or harming children, facilitating the exchange of illegal or highly regulated goods, or developing weapons of mass destruction, cyberweapons, or malicious code capable of causing mass casualties or widespread harm; (b) use the Services to generate pornographic or sexually explicit content; (c) use the Services for deceptive, fraudulent, or abusive purposes, including to: create deepfakes or similarly deceptive Output; impersonate any person or entity or claim a false affiliation or identity; engage in political manipulation or spread misinformation or misleading information about any person, group, or entity; defraud, scam, spam, mislead, bully, harass, defame, or discriminate based on protected attributes; sexualize children; promote or incite violence or hatred; or create psychologically harmful content; (d) misrepresent (1) the source of any Output or (2) that Output is human-generated; (e) provide any third party with access to any model provided through the Services; (f) unless Customer holds a subscription permitting commercial use of Output as described in Section 4.9, distribute, sell, or otherwise make available any Output through any marketplace or store not owned or operated by Luma; or (g) use the Services or Output, directly or indirectly, to create, test, train, or otherwise develop any artificial intelligence or machine learning models, systems, architecture, weights, or related technology. | 99 | Customer Obligations. |
| 78 | Specific Rules for Photographs and Images If you Upload a photograph or image to the Services that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, but not to promote any third-party product, good, or service. | 100 | Customer will not (and will not permit its Users or anyone else to) do any of the following: (a) use the Services to engage in any regulated activity without complying with applicable regulations, or to engage in or facilitate any illegal activity, including distributing illegal substances, goods, or services, exploiting or harming children, facilitating the exchange of illegal or highly regulated goods, or developing weapons of mass destruction, cyberweapons, or malicious code capable of causing mass casualties or widespread harm; (b) use the Services to generate pornographic or sexually explicit content; (c) use the Services for deceptive, fraudulent, or abusive purposes, including to: create deepfakes or similarly deceptive Output; impersonate any person or entity or claim a false affiliation or identity; engage in political manipulation or spread misinformation or misleading information about any person, group, or entity; defraud, scam, spam, mislead, bully, harass, defame, or discriminate based on protected attributes; sexualize children; promote or incite violence or hatred; or create psychologically harmful content; (d) misrepresent (1) the source of any Output or (2) that Output is human-generated; (e) provide any third party with access to any model provided through the Services; (f) unless Customer holds a subscription permitting commercial use of Output as described in Section 4.9, distribute, sell, or otherwise make available any Output through any marketplace or store not owned or operated by Luma; or (g) use the Services or Output, directly or indirectly, to create, test, train, or otherwise develop any artificial intelligence or machine learning models, systems, architecture, weights, or related technology. |
| 101 | Specific Rules for Photographs and Images. | ||
| 102 | If you Upload a photograph or image to the Services that includes one or more persons, you hereby grant such persons and their administrators, guardians, heirs, and trustees, if any, an irrevocable, perpetual, royalty free, fully paid-up, worldwide license to reproduce, distribute, and publicly display that photograph for personal use and through any online platform or service, but not to promote any third-party product, good, or service. | ||
| 81 | Ownership of Input You must not Upload Input if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input. | 105 | Ownership of Input. |
| 106 | You must not Upload Input if you are not the owner of or are not fully authorized to grant rights in all of the elements of that Input. | ||
| 85 | Input Disclaimer; Monitoring Luma is not responsible for, does not control, and has no obligation to monitor: (a) Input or Output; (b) any content made available by third parties; or (c) the use of the Services by its users. | 110 | Input Disclaimer; Monitoring. |
| 111 | Luma is not responsible for, does not control, and has no obligation to monitor: (a) Input or Output; (b) any content made available by third parties; or (c) the use of the Services by its users. | ||
| 92 | Output Ownership. | 118 | Output. |
| 119 | Ownership. | ||
| 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. | 128 | 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 . |
| 129 | Certain Acknowledgments. | ||
| 103 | Digital Millennium Copyright Act Respect of Third-Party Rights Luma respects intellectual property rights and does not permit infringing activity on the Services. | 131 | Digital Millennium Copyright Act. |
| 104 | Complaints should be submitted per the procedure in Section 5.3. DMCA Notification We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). | 132 | Respect of Third-Party Rights. |
| 133 | Luma respects intellectual property rights and does not permit infringing activity on the Services. | ||
| 134 | Complaints should be submitted per the procedure in Section 5.3. DMCA Notification. | ||
| 135 | We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. § 512, as amended). | ||
| 106 | Attn: Legal Department (IP Notification) 715 Alma Street, Palo Alto, CA 94301 Email: ip-infringement@lumalabs.ai DMCA Procedures Notifications of claimed infringement, counter notifications, reposting of removed content, and repeat infringer policies shall be handled in accordance with the procedures set forth in 17 U.S.C. § 512. | 137 | Attn: Legal Department (IP Notification) 715 Alma Street, Palo Alto, CA 94301 Email: ip-infringement@lumalabs.ai DMCA Procedures. |
| 138 | Notifications of claimed infringement, counter notifications, reposting of removed content, and repeat infringer policies shall be handled in accordance with the procedures set forth in 17 U.S.C. § 512. | ||
| 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. | 142 | Communications. |
| 143 | Push Notifications. | ||
| 144 | When you install our Remote Apps, you agree to receive push notifications, which you may disable in your Supported Device’s settings. | ||
| 112 | Commercial Terms Subscription Term Renewal Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term at Luma’s then-current rates (as set forth on Luma’s pricing page and subject to Section 7.4), unless you cancel before the renewal date. | 146 | Commercial Terms. |
| 147 | Subscription Term Renewal. | ||
| 148 | Each Subscription Term will automatically renew for successive terms equal in length to the Subscription Term at Luma’s then-current rates (as set forth on Luma’s pricing page and subject to Section 7.4), unless you cancel before the renewal date. | ||
| 116 | Fees Certain Services require payment of fees ("Fees”). | 152 | Fees. |
| 153 | Certain Services require payment of fees (“Fees”). | ||
| 122 | Authorization LUMA DOES NOT PROCESS PAYMENT FOR ANY FEES. | 159 | Authorization. |
| 160 | LUMA DOES NOT PROCESS PAYMENT FOR ANY FEES. | ||
| 125 | By using the Services' payment features, you agree to the Stripe Agreements. | 163 | By using the Services’ payment features, you agree to the Stripe Agreements. |
| 129 | Pricing Luma may change Fees at any time with at least thirty (30) days’ notice (via the Services, pop-up, email, or other reasonable means). | 167 | Pricing. |
| 168 | Luma may change Fees at any time with at least thirty (30) days’ notice (via the Services, pop-up, email, or other reasonable means). | ||
| 131 | Continued use after a price change constitutes acceptance of the new . | 170 | Continued use after a price change constitutes acceptance of the new Fees. |
| 133 | Representations and Warranties; Disclaimer Representations and Warranties Each party represents and warrants to the other party that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of its obligations under this Agreement. | 172 | Representations and Warranties; Disclaimer. |
| 134 | Customer represents and warrants to Luma that: (a will comply with all Laws; and (b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority to fully comply with its obligations under this Agreement (including, without limitation, to submit, upload, transmit, or use Input in connection with the Services and to grant Luma the rights in Section 4.2 and in Section 10) without violating Laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, publicity, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement or privacy policies with a third party. | 173 | Representations and Warranties. |
| 135 | Disclaimer THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. | 174 | Each party represents and warrants to the other party that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; and (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of its obligations under this Agreement. |
| 175 | Customer represents and warrants to Luma that: (a) it will comply with all Laws; and (b) it has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority to fully comply with its obligations under this Agreement (including, without limitation, to submit, upload, transmit, or use Input in connection with the Services and to grant Luma the rights in Section 4.2 and in Section 10) without violating Laws, infringing, misappropriating, or otherwise diluting any third-party rights (including intellectual property, publicity, privacy, or other proprietary rights), or breaching any terms or conditions in any agreement or privacy policies with a third party. | ||
| 176 | Disclaimer. | ||
| 177 | THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. | ||
| 142 | LUMA IS NOTBLE FOR DELAYS OR FAILURES CAUSED BY THE INTERNET, ELECTRONIC COMMUNICATIONS SYSTEMS, OR OTHER FACTORS OUTSIDE LUMA’S CONTROL. | 184 | LUMA IS NOT LIABLE FOR DELAYS OR FAILURES CAUSED BY THE INTERNET, ELECTRONIC COMMUNICATIONS SYSTEMS, OR OTHER FACTORS OUTSIDE LUMA’S CONTROL. |
| 144 | Term and Termination Term This Agreement starts on the Effective Date and continues until the earlier of (a) expiration or termination of all Subscription Terms, or (b) termination of this Agreement pursuant to Section 9.2. Termination Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. | 186 | Term and Termination. |
| 187 | Term. | ||
| 188 | This Agreement starts on the Effective Date and continues until the earlier of (a) expiration or termination of all Subscription Terms, or (b) termination of this Agreement pursuant to Section 9.2. Termination. | ||
| 189 | Either party may terminate this Agreement (including any or all Orders) if the other party: (a) fails to cure a material breach of this Agreement (including a failure to pay Fees) within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. | ||
| 148 | Effect of Termination Upon expiration or termination of an Order or this Agreement, Customer’s access to and Luma’s obligations to provide the Services will cease. | 193 | Effect of Termination. |
| 194 | Upon expiration or termination of an Order or this Agreement, Customer’s access to and Luma’s obligations to provide the Services will cease. | ||
| 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. | 198 | Survival. |
| 199 | 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. | ||
| 154 | Ownership Reservation of Rights Neither party grants the other any rights or licenses not expressly set out in this Agreement. | 201 | Ownership. |
| 202 | Reservation of Rights. | ||
| 203 | Neither party grants the other any rights or licenses not expressly set out in this Agreement. | ||
| 157 | Feedback We respect and appreciate the thoughts and comments from our users. | 206 | Feedback. |
| 207 | We respect and appreciate the thoughts and comments from our users. | ||
| 161 | Trademarks The name, logos, trademarks, service marks, and other branding elements of Luma or its products or services (collectively the “Luma Trademarks”) are owned by Luma. | 211 | Trademarks. |
| 212 | The name, logos, trademarks, service marks, and other branding elements of Luma or its products or services (collectively the “Luma Trademarks”) are owned by Luma. | ||
| 163 | Nothing in this Agreement, Documentation, Policies, Additional Terms, or the Services will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Luma Trademarks without our prior written consent (which may be revoked at any time by Luma isole discretion). | 214 | Nothing in this Agreement, Documentation, Policies, Additional Terms, or the Services will be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Luma Trademarks without our prior written consent (which may be revoked at any time by Luma in its sole discretion). |
| 165 | Limitations of Liability Neither Luma’s nor its suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance (including those arising from: (a) the use or the inability to use the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, da, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of Input or Output; (d) statements or conduct of any other user of the Service; or (e) any other matter relating to the Services). | 216 | Limitations of Liability. |
| 217 | Neither Luma’s nor its suppliers or licensors will have liability arising out of or related to this Agreement for any loss of use, lost data, lost profits, failure of security mechanisms, interruption of business, or any indirect, special, incidental, reliance, or consequential damages of any kind, even if informed of their possibility in advance (including those arising from: (a) the use or the inability to use the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Services; (c) unauthorized access to or alteration of Input or Output; (d) statements or conduct of any other user of the Service; or (e) any other matter relating to the Services). | ||
| 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. | 220 | Indemnification. |
| 221 | 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. | ||
| 172 | Confidentiality Definition “Confidential Information” means information disclosed to the rarty (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. | 225 | Confidentiality. |
| 226 | Definition. “Confidential Information” means information disclosed to the receiving party (“Recipient”) under this Agreement that is marked by the disclosing party (“Discloser”) as proprietary or confidential or, if disclosed orally, is designated as proprietary or confidential at the time of disclosure. | ||
| 174 | Obligations As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Use of Input); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. | 228 | Obligations. |
| 229 | As Recipient, each party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, including Section 4.2 (Use of Input); and (b) only use Confidential Information to fulfill its obligations and exercise its rights in this Agreement. | ||
| 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. | 232 | Exclusions. |
| 178 | Remedies Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. | 233 | 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 without using Confidential Information. |
| 234 | Remedies. | ||
| 235 | Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. | ||
| 180 | Required Disclosures Nothing in this Agreement prohibits either party from making disclosures, including of Input and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment. | 237 | Required Disclosures. |
| 181 | Trials If Customer or its Users receive access to or use of Services or features thereof on a trial basis or as an alpha, beta, or early access offering (“Trials”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Luma (not to exceed 14 days unless otherwise agreed upon by the parties in writing). | 238 | Nothing in this Agreement prohibits either party from making disclosures, including of Input and other Confidential Information, if required by Law, subpoena, or court order, provided (if permitted by Law) it notifies the other party in advance and cooperates in any effort to obtain confidential treatment. |
| 182 | These Trials will be considered part of the Services and, subject to the remainder of this Section, all provisions of this Agreement relating to the Services will apply to Trials. | 239 | Trials. |
| 240 | If Customer or its Users receive access to or use of Services or features thereof on a trial basis or as an alpha, beta, or early access offering (“Trials”), such access to or use is permitted only for Customer’s internal evaluation and testing purposes during the period designated by Luma (not to exceed 14 days unless otherwise agreed upon by the parties in writing). | ||
| 241 | These Trials will be considered part of the Services and, subject to the remainder of this Section, all provisions of this Agreement relating to the Services will apply to these Trials. | ||
| 188 | NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LUMA PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS, AND OUR LIABILITY FOR TRIALS WILL NOT EXCEED US $50.00. bations Luma may modify this Agreement from time to time with notice to Customer. | 247 | NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, LUMA PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR TRIALS, AND OUR LIABILITY FOR TRIALS WILL NOT EXCEED US $50.00. |
| 248 | Modifications. | ||
| 249 | Luma may modify this Agreement from time to time with notice to Customer. | ||
| 193 | Luma may require Customer to click to accept the modified A. | 254 | Luma may require Customer to click to accept the modified Agreement. |
| 194 | Miscellaneous General Provisions The parties are independent contractors, not agents, partners, or joint venturers. | 255 | Miscellaneous. |
| 256 | General Provisions. | ||
| 257 | The parties are independent contractors, not agents, partners, or joint venturers. | ||
| 203 | Arbitration See Section 16.2(a)–(j) below for the full arbitration terms. | 266 | Arbitration. |
| 267 | See Section 16.2(a)–(j) below for the full arbitration terms. | ||
| 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. | 269 | 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 communications from us will be resolved through binding arbitration. |
| 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. | 276 | Once Luma receives your Opt-Out Notice, this Section 16.2 will be void and any action arising out of this Agreement will be resolved as set forth in Section 16.3. The remaining provisions of this Agreement will not be affected by your Opt-Out Notice. |
| 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”). | 286 | 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; and (c) set forth the specific relief sought (“Demand”). |
| 238 | If Luma makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Luma’s address for Notice of Arbitration, in whiase your Account with Luma will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive. | 302 | If Luma makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Luma’s address for Notice of Arbitration, in which case your Account with Luma will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive. |
| 241 | Governing Law; Venue This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. | 305 | Governing Law; Venue. |
| 306 | This Agreement is governed by the laws of the State of California and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. | ||
| 243 | Additional Terms Customer’s use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that Luma may post on or link to from the Services (“Additional Terms”). | 308 | Additional Terms. |
| 244 | All Additional Terms are incorporated by this reference into, and made a part of this Agreement. | 309 | Customer’s use of the Services is subject to all additional terms, policies, rules, or guidelines applicable to the Services or certain features of the Services that Luma may post on or link to from the Services (“Additional Terms”). |
| 245 | Consent to Electronic Communications By using the Services, Customer consents to receiving electronic communications from Luma as described in the Privacy Policy. | 310 | All Additional Terms are incorporated by this reference into, and made a part of, this Agreement. |
| 311 | Consent to Electronic Communications. | ||
| 312 | By using the Services, Customer consents to receiving electronic communications from Luma as described in the Privacy Policy. | ||
| 247 | Contact Information The Services are offered by Luma AI, Inc., located at 715 Alma Street, Palo Alto, CA 94301. | 314 | Contact Information. |
| 315 | The Services are offered by Luma AI, Inc., located at 715 Alma Street, Palo Alto, CA 94301. | ||
| 249 | Notice to California Residents If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. | 317 | Notice to California Residents. |
| 318 | If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. | ||
| 251 | International Use; Export The Services are intended for visitors located within the United States. | 320 | International Use; Export. |
| 321 | The Services are intended for visitors located within the United States. | ||
| 256 | Government End-Users Elements of the Services are commercial computer software. | 326 | Government End-Users. |
| 327 | Elements of the Services are commercial computer software. | ||
| 264 | Apple has no obligatto provide maintenance or support for the Remote App. | 335 | Apple has no obligation to provide maintenance or support for the Remote App. |
| 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. | 350 | 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; (b) patient, 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 to you by Luma under this Agreement which allow you to create, modify, share, and otherwise use Output. |
| 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. | 351 | 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, add-on, service, plug-in, or other third-party product or service that Customer elects to integrate or enable for use with the Services. |
| 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. | 353 | By way of example, Usage Data may include metadata 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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