Terms and Conditions

Version Number: 1
Issue Date: 22nd July 2018


These terms and conditions (“Terms”, “Terms and Conditions”) apply to you (the “Customer”, “you”, and “yours”) when you use the Lumodo services (whether on a trial period, or paid subscription) (the “Service(s)”) on our website lumodo.io (the “Site”). Please read these Terms and Conditions carefully before using the Services.

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Subscriptions

Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or we cancel it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team.

A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide us with accurate and complete billing information including full name, address, state, post code, telephone number, and a valid payment method. By submitting such payment information, you automatically authorise us to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Free Trial

We may, at our sole discretion, offer a Subscription with a free trial for a limited period of time ("Free Trial").

You may be required to enter your billing information in order to sign up for the Free Trial.

If you do enter your billing information when signing up for the Free Trial, you will not be charged by Lumodo until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

At any time and without notice, we reserve the right to (i) modify the terms and conditions of the Free Trial, or (ii) cancel such Free Trial.

Fee Changes

We, in our sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

We will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Content

Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, and selecting the option to display it publicly, you grant us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of your rights to any Content you submit, post or display on or through the Service and you are responsible for protecting those rights.

By posting Content to one of our Customer's forms on the Service, or by responding to a request from one of our Customers, you are providing information only to that Customer. You may choose to make this Content available to other Customers by choosing the appropriate preferences.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Marketing and Customer’s Intellectual Property

The Customer agrees that we may use the Customer’s logo, name, and/or trade marks in our advertising and marketing materials.

We shall submit all advertising and marketing materials that incorporate the Customer’s logo, name, and/or other trade marks to the Customer prior to publication.

The Customer shall have a period of five (5) business days commencing on the date on which we send the materials in which to notify us as to whether the Customer approves or disapproves the materials, such approval not to be unreasonably withheld or delayed. If the Customer does not communicate its approval or disapproval to us within such period, the Customer shall be deemed to have approved the materials.

Marketing and Aggregated or Anonymised Data

The Customer also grants us the right to modify, reproduce, distribute, display, and otherwise use the Customer’s Confidential Information that is gathered and in an aggregated or anonymised form for any purpose, provided that the information is not personally identifiable or cannot be reasonably connected with the Customer.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trade mark that is subject to any rights of another person or entity other than you without appropriate authorisation, or a name that is otherwise offensive, vulgar or obscene.

Intellectual Property

The Service and its original content (excluding Content provided by users), features and functionality are and will remain the exclusive property of We Compose Limited and its licensors. The Service is protected by copyright, trademark, and other laws of both the Island of Jersey and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

Links To Other Web Sites

Our Service may contain links to third-party web sites or services that are not owned or controlled by us.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Termination

We may terminate or suspend your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service.

All clauses intended by their nature to survive termination shall survive the termination of the Terms including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability

Limitation of Liability

In no event shall We Compose Limited, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

Warranties

We Compose Limited warrants that it has all requisite power and authority to execute, deliver and perform its obligations under the Terms.

We do not warrant that the Service will meet the Customer’s requirements nor that the Services provided will be error-free or uninterrupted.

Your use of the Service is at your sole risk. The Services are provided on an "as is" basis. Save as expressly set out in the Terms, all conditions, representations, warranties, undertakings or terms whether express or implied, statutory or otherwise, including in particular any implied warranty of satisfactory quality or fitness for any particular purpose or use are excluded from the Terms to the fullest extent permitted by law.

You confirm that We Compose Limited, nor any of its representatives has made any claims or representations of guaranteed or anticipated profits that may result from the use of the Service and We Compose Limited expressly disclaims liability for any profit projections which may have been provided to the Customer.

We Compose Limited its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

Confidentiality

The parties recognise that under these Terms they may receive each other’s trade secrets and/or confidential or proprietary information of the other party. All information belonging to or relating to a party including without limitation information concerning business plans, customers, supplies, services, intellectual property and/or financial results received by the other party as a result of entering into or performing the Terms which is designated as confidential by the disclosing party or is otherwise clearly confidential in nature constitutes "Confidential Information".

Each party agrees not to use Confidential Information for any purpose other than the purpose for which it is supplied under the Terms and agrees not to divulge Confidential Information received from the other party to any of its employees who do not need to know it, and to prevent its disclosure to or access by any third party without the prior written consent of the disclosing party except to its professional advisers or as may be required by law or any legal or regulatory authority.

Each party will use a reasonable degree of care which in any event will not be less than the same degree of care which the receiving party uses to protect its own Confidential Information to keep and ensure its employees and agents keep any and all such information confidential. This obligation will survive the termination of the Terms, in respect of a particular item of Confidential Information, until such earlier time as that item of Confidential Information reaches the public domain other than through the receiving party’s own default.

Data Protection

Personal data will be processed in accordance with Lumodo's Privacy Policy, as amended and updated from time to time.

Assignment

The Customer shall not, without our prior written consent, sub-license, assign or otherwise transfer or dispose of all or any part of the Customer’s rights or obligations under the Terms.

We may transfer and assign any of our rights and obligations under these Terms without consent.

We shall be entitled to delegate or sub-contract the performance of all or any part of our obligations under or in connection with the terms to any third parties as it necessary to provide the Services.

Entire Agreement

These Terms, together with the Privacy Policy, constitutes the entire agreement and understanding between the parties in respect of matters dealt within them and supersedes any previous agreement between the parties relating to such matters.

Each of the parties acknowledges and agrees that in entering into these Terms and the documents referred to in them, it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to these Terms or not) other than expressly set out in these Terms.

If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.

Notices

All notices shall be made in writing and sent by prepaid first class post, by email, or delivered by hand to, in the case of We Compose Limited, the address set out at the beginning of the Terms and, in the case of the Customer, to the address notified to us by the Customer (or to such other address as each party may from time to time notify in writing to the other party).

Any notice service by email shall be deemed served at the time of a transmission provided the sender can show satisfactory transmission and posts a hard copy of the notice within 24 hours of service provided that if any such notice would otherwise be deemed to be served outside working hours on the next business day. Any notice served by post shall be deemed served two business days after the date of posting and notice delivered by hand, upon delivery.

No Partnership or Agency

Nothing in these Terms will be construed as constituting or evidencing any partnership, contract of employment or joint venture of any kind between either of the parties or as authorizing either party to act as agent for the other. Neither party will have authority to make representations for, act in the name or on behalf of or otherwise to bind the other party in any way.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.

Governing Law

These Terms shall be governed and construed in accordance with the laws of the Island of Jersey, without regard to its conflict of law provisions.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Contact Us

If you have any questions about these Terms, please contact us.