“Additional Services” means any additional services purchased by a Subscriber in addition to those already included as part of that Subscriber’s subscription.
“API” means application program interface.
“API Key” means a key provided to Users by the Company to enable access to an API.
“Beta Features” means new or test features or functionality added to the Service by the Company in unfinished or beta form.
“Fees” means any fees payable by a Subscriber in order to have access to all or part of the Site and the Service.
“Free User” means anyone who uses the free aspects of the Site or Service and does not pay Fees.
“Initial Subscription Term” means the initial term for which a Subscriber subscribes to the Service.
“Intellectual Property Rights” means all intellectual property rights, including patents, copyrights, moral rights, works of authorship (including copyrights in computer software) and rights in data and databases; trademarks, service marks, Internet domain names, trade dress and trade names, together with all goodwill associated therewith and symbolized thereby; trade secrets; and rights of privacy and publicity; and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for the full term of such rights, and any renewals and extensions of them.
“Normal Business Hours” means 9:00 AM to 6:00 PM London time, Monday to Friday.
“Personal Data” has the meaning set out in the DPA until 25 May 2018, and thereafter the meaning set out in GDPR.
“Processing” has the meaning set out in the DPA until 25 May 2018, and thereafter the meaning set out in GDPR.
“Service” means the Lumar service offered by the Company.
“Subscriber” means anyone who pays Fees.
“Transaction Taxes” means applicable UK Value Added Taxes, US sales and use taxes.
“User Data” means any data provided by a User as part of their use of the Service.
“Users” means Free Users and Subscribers.
2) Description of service
From time to time, the Company may offer free trials of the Service (including free reports created using the Service). These are not intended for, and may not be used by:
1. anyone who has been given, accessed and/or used a free trial or a free report previously;
2. current Subscribers;
3. anyone who has been a Subscriber in the previous six months; or
4. anyone who has been provided with a demonstration of the Service by a representative of the Company within the previous six months.
While access to certain components of the Site and selected features of the Service (such as free trials and free reports) are free, the Company reserves the right to stop offering these for free and/or to charge Fees for these features. In such circumstances, before being charged, Free Users will be notified and will be given the option to stop using those aspects of the Site or Service for which Fees will be charged, or to become a Subscriber.
The Company will, as part of the Service and at no additional cost to the Subscriber, provide the Subscriber with the Company’s standard customer support service during Normal Business Hours. To the extent that the Subscriber requires any customer support service outside of normal business hours, this may be provided for such additional fees as shall be agreed with the Subscriber.
4) Company warranties
The Company will perform the Services with reasonable skill and care. This undertaking shall not apply to the extent that an issue is caused by the User’s use of the Services contrary to the Company’s instructions, or modification or alteration of the Services by any party other than the Company or the Company’s duly authorized contractors or agents.
5) Conditions governing all users
The Service is available only to Users who are human (not bots, except for certain authorized API users) and 18 years of age or older. By using the Site and the Service, you represent and warrant that you meet the foregoing eligibility requirement. If you are not 18 years of age, you must not access or use the Site or the Service.
Users shall ensure that their network and systems comply with the relevant specifications provided by the Company from time to time in order to make use of the Service.
Users shall be solely responsible for procuring and maintaining their network connections and telecommunications links from their systems to the Site and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the internet.
Users agree to inform the Company immediately upon learning of a security breach that relates to their account or a third party’s improper use of the Site or the Service in connection with their account.
The Company reserves the right to monitor User activity.
Users shall not:
1. Use the Site and/or Service in a way which affects the performance and availability of a public website which the User does not own;
2. Breach or infringe any third party rights;
3. Process or collect any personal data without the prior consent of the individual in question;
4. Crawl pages which contain any information or content that is illegal, infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;
5. Use the Site and/or the Service to deliver unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
6. Use the Company’s or the Lumar name, logo, trademark or branding without the Company’s consent or impersonate any person or entity, including any employee or representative of the Company;
7. Access, tamper with or use private areas of, the Site, the Service or the Company’s systems;
8. Break or circumvent the Company’s security measures or otherwise test the vulnerability of the Site, the Service or the Company’s systems or networks;
9. Copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, reverse compile, disassemble, or distribute all or any portion of the Service or the Site;
10. Deliberately or knowingly interfere with or disrupt the proper functioning of the Site or the Service; or
11. License, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Service or make the Service available to the general public or any third party (except for the purpose of providing the results of reports to authorized third parties).
6) Conditions governing subscribers
Term and Renewal. This Agreement shall commence on the Subscription Start Date of the first Order Form and continue in effect until the expiration or termination of all Order Forms, unless otherwise agreed upon by the parties in writing or unless terminated earlier by either party as set out in this Agreement. The term of an Order Form will be as specified in the applicable Order Form and will continue from the Start Date of the relevant Order Form for the duration of the Term. The contract will automatically renew upon the expiry of the Term for an additional Term Period, and thereafter will automatically renew upon the end of each Term, unless terminated as set out in the “Termination” subsection of this Section 6. The Company is under no obligation to provide notice of automatic renewal to Subscribers.
Payment Terms. Unless otherwise agreed in the relevant Order Form, all invoices must be paid by the Subscriber within 30 (thirty) days after the date of such invoice. Subscribers agree that if the Company has not received payment within this period, and without prejudice to any other rights or remedies of the Company, the Company may (a) without liability to the Subscriber, cancel the Subscriber’s subscription and disable the Subscriber’s account which may lead to the loss of any data associated with their subscription (b) charge interest, calculated on a daily basis, on any outstanding Fees at a rate of 2% per month and (c) charge the Subscriber for legal fees and reasonable collection costs arising from the Company’s efforts to collect any outstanding Fees.
Online Subscribers. Online Subscribers are responsible for selecting the Initial Subscription Term of their subscription from the options available when they sign up on the Site or using a link specially provided for them. After the expiration of the Initial Subscription Term, the Subscriber’s subscription to the Service shall automatically renew for a period of time equal to the Initial Subscription Term and shall continue to automatically renew in this way upon the expiration of each subsequent renewal term unless terminated as set out in the “Termination” subsection of this Section 6. The Company is under no obligation to provide notice of automatic renewal to Subscribers and urges Subscribers to visit their ‘Credits’ page while signed in to their account on the Site in order to find out when their subscription is set to renew.
Credit Card. A Subscriber may use a credit card to pay the Fees and hereby authorizes the Company to bill such credit card for any Fees payable in respect of the Initial Subscription term and any subsequent renewal terms. Subscribers are responsible for ensuring that the credit card associated with their account or subscription is up to date, that information posted in connection with it is accurate, and that they are authorized to use it. If the Company cannot charge the credit card in question, it may cancel the Subscriber’s subscription and the Subscriber may lose access to the Service and any data associated with their subscription. Please note that the Company does not store credit/debit card numbers or any related information, nor does it share customer financial details with any 3rd parties. The Company is under no obligation to provide notice of automatic renewal to Subscribers and urges Subscribers to visit their ‘Credits’ page while signed in to their account on the Site in order to find out when their subscription is set to renew.
Reactivation. Where any Subscribers’ accounts are suspended or terminated and a Subscriber subsequently wishes to reactivate such accounts, this reactivation may be done at Company’s discretion and shall be subject to additional Fees as may be charged by the Company.
7) User data
In the event of any loss or damage to User Data in connection with the Service, the User’s sole and exclusive remedy shall be for the Company to use commercially reasonable efforts to restore the lost or damaged User Data. The Company shall not be responsible for any loss, destruction, alteration or disclosure of the User Data caused by any third party (except those third parties sub-contracted by the Company to perform the Service related to User Data).
Insofar as User Data contains any Personal Data:
2. Each party shall maintain records of all Processing operations under its responsibility that contain at least the minimum information required by the Data Protection Laws, and shall make such information available to any DP Regulator on request.
3. The User shall ensure that any instructions it issues to the Company shall comply with the Data Protection Laws.
4. To the extent the Company receives from, or processes any Personal Data on behalf of, the User, the User acknowledges that the User shall be the data controller and the Company shall be the data processor of such Personal Data, and the Company shall:
(c) take commercially reasonable steps to ensure its personnel who are authorised to have access to such Personal Data are committed to binding obligations of confidentiality when Processing such Personal Data;
(d) taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the Processing, implement and maintain technical and organisational measures and procedures to ensure an appropriate level of security for such Personal Data, including protecting such Personal Data against the risks of accidental, unlawful or unauthorised destruction, loss, alteration, disclosure, dissemination or access;
(e) (unless the transfer is based on an “adequacy decision”, is otherwise “subject to appropriate safeguards” or if a “derogation for specific situations” applies, each within the meanings given to them in Articles 45, 46 and 49 of the GDPR respectively) not transfer, access or process such Personal Data outside the UK or the European Economic Area without the prior written consent of the User (not to be unreasonably withheld or delayed and, for the purposes of this Section, the User hereby consents to the transfer to and access of such Personal Data by group companies of the Company located outside the European Economic Area for purposes in connection with the provision of the Service);
(f) inform the User without undue delay upon becoming aware that any such Personal Data is (while within the Company’s or its subcontractors’ or possession or control) subject to a personal data breach (as defined in Article 4 of GDPR);
(g) only appoint a third party to process such Personal Data with the prior written consent of the User (not to be unreasonably withheld or delayed and, for the purposes of this Section, the User hereby consents to the appointment by the Company of third party hosting and server providers, including but not limited to Amazon Web Services, as well as group companies of the Company, to process such Personal Data), and notwithstanding any such appointment the Company shall be liable for the acts and omissions of any such third party as if they were the acts and omissions of the Company;
(j) provide to the User and any DP Regulator all information and assistance reasonably necessary or desirable to demonstrate or ensure compliance with the obligations in this section and/or the Data Protection Laws;
(k) permit the User or its representatives to access any relevant premises, personnel or records of the Company on reasonable notice and at Normal Business Hours to audit and otherwise verify compliance with this section, subject to: (i) the User performing such audits no more than once per year (or more frequently if required by Data Protection Laws); (ii) the User submitting a detailed audit plan at least six weeks in advance of the proposed audit date; (iii) the User and its representatives executing a confidentiality agreement acceptable to the Company prior to such audit; (iv) the audit being at the User’s sole cost and expense;
(l) take such steps as are reasonably required to assist the User in ensuring compliance with its obligations under Articles 30 to 36 (inclusive) of GDPR;
(m) notify the User within as soon as reasonably practicable if it receives a request from a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data; and
(n) provide the User with reasonable co-operation and assistance in relation to any request made by a Data Subject to exercise its rights under the Data Protection Laws in relation to that person’s Personal Data, provided that the User shall be responsible for the Company’s costs and expenses arising from such co-operation and assistance.
5. If either party receives any complaint, notice or communication which relates directly or indirectly to the Processing of Personal Data by the other party or to either party’s compliance with the Data Protection Laws, it shall as soon as reasonably practicable notify the other party and it shall provide the other party with reasonable co-operation and assistance in relation to any such complaint, notice or communication.
The Company may incorporate updates or improvements to the Service. If the Company does so, these updates or improvements will be available in accordance with the Company’s standard release process.
The Subscriber may request changes to the Service and the Company may in its discretion agree to provide these. If the Company does provide any changes agreed with the Subscriber, such changes may be subject to the Subscriber paying additional Fees (as the Company agrees with the Subscriber) and they will be made available to the Subscriber as agreed with the Company (though the Subscriber acknowledge that this may be in accordance with the Company’s standard release process).
9) Additional services
Additional Services. The Subscriber may, from time to time purchase Additional Services. The Subscriber shall notify the Company in writing if they wish to do so. The Company shall evaluate such request for Additional Services and respond to the Subscriber either approving or rejecting the request. If the Company approves the Subscriber’s request to purchase Additional Services, the Subscriber shall pay any additional Fees via credit card or invoice as agreed between the parties.
API Services. The Company may provide a free API with its proprietary data. All data associated with such an API is proprietary to the Company. If Users publicly display proprietary data associated with a free API, they must comply with any link and attribution guidelines set forth on the Site from time to time. An API may be accessed via an API Key licensed to Users non-exclusively by the Company. Users agree to keep their API Key confidential, and not to share it with any third party. This license is personal to Users. Users agree that they will be personally responsible for the use of their API Key. All access and activities of any kind including transactions, payments or losses made or caused that occur from a User’s API Key are that User’s responsibility. Users acknowledge and agree that the Company may rely on such access through the API Key as being made by the User to whom it is licensed, regardless of whether Users have authorized others to use it.
The Company reserves the right to suspend or terminate access to a free API at any time and for any reason, with or without cause. If a User’s access to a free API is suspended or terminated, that User agrees that they have no rights associated with such API and shall not be entitled to any remuneration or compensation of any kind.
10) Service limitations and changes to the service
The User grants to the Company a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and/or incorporate any suggestions, enhancement requests, recommendations or other feedback provided by the User to the Company relating to the Site and/or the Service.
The User shall defend, indemnify and hold harmless the Company and its respective officers, directors and employees against all third party claims, fines, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User’s use of the Service.
The Company shall defend, indemnify and hold harmless a Subscriber, its officers, directors and employees against any third-party claim that the Service infringes any Intellectual Property Rights of any third party.
The Company is under no obligation to defend, indemnify or hold harmless a Free User in any circumstances.
This Section 12 (together with Section 13) states User’s sole and exclusive rights and remedies, and the entire obligations and liability of the Company, for infringement of any third party Intellectual Property Rights relating to the Service.
13) Disclaimer of warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Site will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, THE SERVICE AND ANY ADDITIONAL SERVICES (INCLUDING THE BETA FEATURES, AS APPLICABLE) OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
14) Limitation of liability
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
THE USER ACKNOWLEDGES AND AGREES THAT THE COMPANY MAY SUB-CONTRACT ELEMENTS OF THE PROVISION OF THE SERVICE TO ANY OTHER THIRD PARTY (FOR EXAMPLE TO DATA HOSTING AND STORAGE PROVIDERS). THE COMPANY SHALL ONLY BE LIABLE TO A USER FOR ANY LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING OUT OF OR IN CONNECTION WITH ANY SUB-CONTRACTED ELEMENTS OF THE SERVICE TO THE EXTENT THAT THE COMPANY IS ABLE TO RECOVER THE SAME FROM THE RELEVANT THIRD PARTY SUB-CONTRACTOR.
15) Force majeure
16) Special Admonitions for international use
As a consequence of the global nature of the Internet, Users agree to comply with all local rules and laws regarding user conduct on the Internet and acceptable content. Specifically, Users agree to comply with all applicable laws regarding obscene and indecent content and communications and those regarding the transmission of technical data exported from the United States or the country in which the User resides.
Users may not make any publicity announcements referencing or alluding to the Company without the Company’s prior written consent. The Company agrees not to make any publicity announcements referencing or alluding to the User without the User’s prior written consent.