Welcome to Luz. When you visit, view, use, or access our website luzdata.com and any applicable subdomains thereof, or any applications, content, materials, or other services provided by Luz(collectively the “Platform”), whether as a guest or a registered user, you are agreeing to the following terms and conditions, so please take a few minutes to read over the Services Agreement below.
1. Definitions. As used in this Agreement:
“API” means the application program interface software in source code or executable code form, and any modified, updated, or enhanced versions of such software through which LDI Data may be accessed under this Agreement.
“Applicable Laws” means applicable federal, state, local and foreign laws and regulations (including without limitation laws regarding the import or export of data or software and privacy).
“Client Application” means the manner in which Client uses and distributes LDI Data, which may include, but is not limited to, the use or distribution of LDI Data or Data Output through software applications or Internet web-based services or through electronic or written files or reports, in each case provided to End Users by Client.
“Client Environment” means the production environment, computer servers, and other hardware that the LDI Data will be integrated with, as applicable.
“Data Output” means any data, reports, analysis or other output developed by or on behalf of Client that are derived from LDI Data.
“End User” means any authorized user of a Client Application who is an employee, independent contractor or other authorized representative (a) of a third party client, customer or licensee of Client who has access to or to whom LDI Data or Data Output is distributed or resold; or (b) of Client who is authorized to access and use LDI Data for Client’s internal business purposes.
“End User Agreement” is defined in Section 4.b hereof.
“LDI Data” means Public Data and/or data from third party sources that are provided to Client by Luz Data as part of the LDI Data Services.
“LDI Data Services” means those data enhancement, enrichment, analysis, research and other data services, and any implementation, training, configuration, data migration and other related professional services performed by or on behalf of Luz Data, including those services provided to Client (as defined below).
“Marks” means the service marks, trademarks, trade name, logos and symbols used by a party to promote its goods or services.
“Personal Data” means data through which an individual may be identified or contacted, including, without limitation, names, addresses, telephone numbers, email addresses, as well as any other non-public information about an individual that is associated with or linked to any of the foregoing data, but excluding any data in encrypted or hashed form.
“Public Data” means information that Luz Data collects from publicly available sources.
“Subscription Term” means the term of any subscription to LDI Data Services.
2. Services and Scope of Agreement. In consideration for the fees set forth in each invoice, Luz Data will provide the LDI Data Services and the LDI Data, to Client pursuant to this Agreement and each invoice entered into in accordance with the terms of this Agreement, which upon execution by authorized representatives of each party, will be attached to, and become an integral part of this Agreement.
3. Licenses and Restrictions.
a. Data Licenses. In accordance with the specifications of the Client Application set forth in an invoice and subject to the terms and conditions of this Agreement, including the limits and restrictions set forth in Section 3.b. during the applicable Subscription Term, Luz Data hereby grants to Client a limited, non-exclusive, non-transferable, license: (i) to create Data Output based on LDI Data; (ii) to integrate, use the LDI Data as an integral part of the Client Application; (iii) to display LDI Data and Data Output to authorized End Users through or as part of the Client Application strictly for internal use by such End Users, and not for resale or further distribution or to provide services to any third party; and (iv) if the methods through which LDI Data are provided to Client involve use of APIs within the Client Application, to use and access the API pursuant to the API License Terms set forth in Exhibit A attached hereto. Client shall remain fully responsible for any breach of the terms of this Agreement by any End Users or any permitted third party through which any such Client Application is distributed, licensed or sold.
b. Restrictions. Client will not use, and will require any End Users not to use, LDI Data: (i) in violation of Applicable Law; or (ii) in any manner that exceeds the scope of the licenses granted hereunder or the limits or restrictions set forth in an agreement, including any use of LDI Data that has not been approved by Luz Data in an agreement. The licenses granted herein will be further subject to those limits and restrictions set forth in an agreement, including usage limitations, rate restrictions, or data cache limits.
4. Application Policy and Standards.If the LDI Data is made available by Client through a Client Application, then the following provisions apply:
b. End User Agreement. If the LDI Data is made available by Client to external End Users through a Client Application, the Client Application shall be licensed or made available to such End Users pursuant to a binding written agreement between Client and End User that includes the following terms (the “End User Agreement”): (i) the End User agrees not to use any LDI Data (whether alone or in combination with any other data) in any manner that violates the Luz Data Application Policy or any third party rights (including intellectual property rights or privacy rights); (ii) the End User agrees to provide commercially reasonable physical and logical security controls to prevent security breaches or unauthorized access to LDI Data that the End User is authorized to download from the Client Application; (iii) all rights to LDI Data are limited to use within the Client Application; (iv) all rights to LDI Data automatically terminate upon termination of the applicable Subscription Term.
c. Attribution of Source and Use of Marks; publicity. If specified, Client may be required to provide attribution to Luz Data as the source of the LDI Data within the Client Application in a form and manner to be agreed to by the parties. Any press release or other publicity announcing or referring to this Agreement or the relationship between the parties, including identification of either party’s website, shall be subject to the prior written approval of the other party.
5. Customer’s Obligations, Representations and Warranties.
a. Compliance with Applicable Laws; Authorized Use. Client agrees that its and its End Users’ use of the LDI Data Services shall at all times be in compliance with all Applicable Laws and regulations. Client is solely responsible for any and all improper use of the LDI Data and the LDI Data Services by Client or its End Users. b. Remote Access. To the extent necessary to provide any technical support or other services contemplated by this Agreement, Client shall grant Luz Data remote and physical access to the Client Environment. Client shall provide reasonable assistance to Luz Data regarding the operation of the Client Environment, including access to applicable documentation. Client shall also make appropriate personnel reasonably available to Luz Data as needed to assist Luz Data with its access to the Client Environment.c. Feedback. If Client (including any End User) sends Luz Data any feedback or suggestions regarding the LDI Data Services or any LDI Data included therein (collectively, “Feedback”), such Feedback and any enhancements, modifications, updates, revisions or changes made to the LDI Data Services, including the LDI Data, in connection therewith shall be the sole property of Luz Data and that Luz Data can use all such Feedback for any purposes, including the improvement of the LDI Data Services and the LDI Data. To the extent Client is ever deemed to have any interest or rights to such Feedback, Client hereby assigns, conveys, and transfers all of its right, title and interest in such Feedback to Luz Data.d. Representations and Warranties. Client represents, warrants, and covenants that (a) it has the right to enter into this Agreement and doing so will not violate any other agreement, (b) it is in compliance with all Applicable Laws, rules, and regulations and has all approvals and licenses necessary to receive and use the LDI Data Services and LDI Data, and (c) Client’s use of the LDI Data Services, the LDI Data and execution of this Agreement does not and will not conflict with Client’s obligations to any third parties.
6. Confidentiality and Security Requirements.
a. Confidential Information. Each party agrees that all business, technical and financial information that is designated as “Confidential” or “Proprietary,” or is disclosed in a manner that a reasonable person would understand the confidentiality of the information disclosed, are the confidential property of the disclosing party and its licensors (“Confidential Information”). The receiving party will hold in confidence and not use or disclose any Confidential Information of the disclosing party, except in connection with the exercise of rights granted or performance of such party’s obligations under this Agreement. The receiving party shall not be obligated under this Section 6 with respect to information if the receiving party can document such information: (i) is or has become readily publicly available through no fault of the receiving party or its employees or agents; (ii) is received from a third party lawfully in possession of such information and the receiving party has no knowledge of any disclosure restrictions which prohibit such third party from disclosing such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) was independently developed by employees or consultants of the receiving party without use of or reliance on such Confidential Information. The receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the disclosing party wishes to contest or limit such disclosure.
b. Security and Privacy. Each party shall (i) provide commercially reasonable physical and logical security controls to prevent security breaches or unauthorized access to the LDI Data; and (ii) promptly notify the disclosing party of any breaches, or other unauthorized activities related to the LDI Data of which it becomes aware.
c. Injunctive Relief. Each party acknowledges that any unauthorized use of the of the other party’s Confidential Information under this Section 6 will cause irreparable harm and injury to the other party for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, each party further agrees that the other party shall be entitled to seek injunctive relief in the event the other party is in breach or has violated the terms set forth in this Section 6.
7. Fees; Taxes. Client will pay all fees applicable to the LDI Data Services provided by Luz Data set forth in each invoice. If Client fails to pay any past due invoice after Client’s receipt of a past due notice from Luz Data, Luz Data may revoke or suspend LDI Data Services until such time as Client brings its account completely current. Any invoiced amounts not subject to a good faith dispute that are not paid when due will be subject to finance charges equal to 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded monthly from the date due until the date paid. Client must notify Luz Data of any disputed amounts in any invoice (in writing) no later than thirty (30) days after the invoice date, otherwise the amount invoice shall be conclusively deemed correct by the parties. Other than net income taxes imposed on Luz Data, Client will bear all taxes, duties, and other governmental charges with respect to the licenses and services provided under this Agreement. Client will reimburse any costs or expenses (including, but not limited to, collection agency fees, reasonable attorneys’ fees and court costs) incurred by Luz Data to collect any amount that is not paid when due upon receipt of an invoice therefor.
8. Term and Termination; Survival.
a. This Agreement will commence upon the first payment Date and continue until the applicable Subscription Term has expired, unless each product is earlier terminated in accordance with the terms of the applicable product or this Agreement is earlier terminated as set forth herein.
b. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if such party breaches any provision of this Agreement and does not cure the breach within thirty (30) days (or ten (10) days with respect to Client’s payment obligations under Section 7) after receiving written notice thereof; provided, however, Luz Data may terminate this Agreement, effective immediately upon written notice to Client without any opportunity to cure, if Client breaches any of the provisions of Sections 3, 4, 5, or 6. Upon expiration of the Subscription Term or the earlier termination of this Agreement, all licensed rights granted in this Agreement to Client will immediately terminate.
c. Sections 5, 6, 8.c, 8.d, 9, 10, 11 and 12, as well as Client's obligation to pay any fees payable under Section 7 and payments applicable to the balance of Client's then-current Subscription Term, will survive any expiration or termination of this Agreement for any reason.
a. Indemnity by Client. Client agrees to defend, indemnify and hold Luz Data (and its officers, directors, employees, agents, successors and assigns) harmless from any claims, demands, actions, suits, investigations or proceedings brought by a third party (“Claims”) and all resulting judgments, settlements, damages, losses, costs, fees (including reasonable attorneys' fees and court costs) and expenses (“Losses”) due to or arising out of (i) Client’s breach or violation of any of the terms of this Agreement or any breach of its representations or warranties set forth herein; and/or (ii) Client’s violation of Applicable Laws (including any privacy laws) in connection with its activities hereunder or its use or distribution of LDI Data, excluding any such Claims to the extent based on or arising out of any cause or circumstance for which Luz Data must indemnify Client under Section 9.b hereof. Client shall further indemnify Luz Data (and its officers, directors, employees, agents, successors and assigns) from and against any Losses due to or arising out of Client's violation of the license terms and restrictions set forth in Section 3. As a condition of the above indemnity, at Client’s expense, Client shall have the right to assume the exclusive control of the defense and settlement of any Claims and Luz Data agrees to cooperate with its defense of such Claims; provided that Client will not agree to any settlement that grants any licenses, imposes any ongoing obligations on Luz Data (other than the payment of money) or that does not include a general release of all claims against Luz Data without the prior written consent of Luz Data; provided further that if Client fails to assume the defense of such Claim or fails to diligently defend such Claim, Luz Data may assume the control and defense of such Claim at Client’s expense. Luz Data will use reasonable efforts to notify Client of any such Claim promptly upon becoming aware of it.
b. Indemnity by Luz Data. Luz Data agrees to indemnify and hold Client (and Client’s officers, directors, employees, and agents) harmless from any Claims and resulting Losses incurred by Client that are due to or arising out of (i) any allegation that Client’s use of LDI Data as provided to Client by Luz Data hereunder in accordance with the terms and conditions of this Agreement, infringes the intellectual property rights of any third party; and/or (ii) a breach by Luz Data of the Data Warranty provided under Section 10.b hereof; excluding any such Claims to the extent based on or arising out of any cause or circumstance for which Client must indemnify Luz Data under Section 9.a hereof. As a condition of the above indemnity, at Luz Data’s expense, Luz Data shall have the right to assume the exclusive control of the defense and settlement of any such Claim and Client agrees to cooperate with Luz Data’s defense of these Claims; provided that Luz Data will not agree to any settlement that grants any licenses, imposes any ongoing obligations on Client (other than the payment of money) or that does not include a general release of all claims against Client without the prior written consent of Client. Client will use reasonable efforts to notify Luz Data of any such Claim promptly upon becoming aware of it. In the event that any LDI Data becomes subject to a Claim that is subject to the terms of this Section 9.b, Luz Data shall at its option either (A) modify the LDI Data so as to avoid any alleged infringement or violation; (B) obtain any rights required to avoid such alleged infringement or violation; or (C) terminate this Agreement with respect to such LDI Data and refund to Client any prepaid fees applicable to the remainder of the then-current Subscription Term. This Section 9.b states Luz Data’s entire liability and Client’s exclusive remedy for any THIRD-PARTY Claims pertaining to the LDI Data.
10. Limited Warranty; Disclaimers.
a. Limited Service Warranty. Luz Data warrants during each applicable Subscription Term that: (i) it will use commercially reasonable efforts to provide the LDI Data Service and the LDI Data and any updates thereto in accordance with the requirements set forth in these terms of services; and (ii) if the methods through which LDI Data are provided to Client involve use of Luz Data APIs, the LDI Data Service will meet the terms of the Service Level Agreement set forth in Exhibit C (the “SLA”) in all material respects, subject to all limitations set forth in the SLA. As Client’s sole remedy and Luz Data’s sole liability for a breach of the foregoing warranties, Luz Data shall either (A) re-perform the deficient LDI Data Services or correct or replace any deficient LDI Data, as applicable, or (B) provide those specific remedies set forth in Exhibit C for any failure to meet the terms of the SLA.
b. Data Warranty. Luz Data represents and warrants to Client that Luz Data will promptly notify Client of any notice from (A) any governmental agency or regulatory authority alleging that the use of any LDI Data violates Applicable Law, and/or (B) any third party or individual whose Personal Data is included in the LDI Data demanding deletion of any data included in the LDI Data or challenging the use or accuracy of such data.
c. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED BY LUZ DATA HEREUNDER, THE LDI DATA AND LDI DATA SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND LUZ DATA (AND ITS SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. LUZ DATA MAKES NO WARRANTY THAT LDI DATA SERVICES (A) WILL MEET CLIENT’S REQUIREMENTS; OR (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, FULLY SECURE, OR ERROR-FREE BASIS.
11. Limitation on Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, ANY PRODUCTS, DATA OR SERVICES PROVIDED HEREUNDER, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, LUZ DATA’S LIABILITY TO CLIENT FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNTS CLIENT HAS PAID LUZ DATA IN THE 12 MONTHS PRIOR TO THE DATE THE CLAIM FOR DAMAGES AROSE. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A BREACH OF EITHER PARTY’S OBLIGATIONS UNDER SECTION 6 HEREOF, OR LIMIT EITHER PARTY’S OBLIGATIONS TO INDEMNIFY THE OTHER PARTY UNDER THE TERMS OF SECTION 9 HEREUNDER.
a. Notices. All notices issued under this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered, sent by any nationally recognized overnight courier service, electronic mail or by registered or certified mail, postage prepaid, to the following address or to such other person at such other address or may be designated by the parties hereto in writing and notice thereof duly given:
If to Client, to the address set forth in account profile.
If to Luz Data:
Luz Data, Inc.550 W 900 S Suite D SLC, UT 84101Attention: Andrew KenneyEmail: email@example.com
b. Assignment. Neither party may assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of the other; except that Luz Data may assign this Agreement, without Client’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. The parties agree and anticipate that Luz Data may fulfill its obligations under this Agreement through subcontractors, including its third-party cloud-based hosting provider. This Agreement shall inure to the benefit of and shall be binding on the permitted successors and assignees of the parties. Any attempted transfer or assignment hereof in violation hereof is null and void.
c. Force Majeure. Except for the obligation to pay money, neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other cause which is beyond the reasonable control of such party.
d. Governing Law; Attorney’s Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws that would require the application of the laws of a different jurisdiction. If a dispute arising under this Agreement results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party.
e. Waivers. All waivers must be in writing signed by the parties hereto. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
f. Severability. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
g. Independent Contractors. Each party’s relationship to the other is that of an independent contractor, and neither party is an agent of the other. Any use of the term “partner” herein or in any communication by or between the parties or on their individual or joint behalf to describe their relationship is intended solely in the colloquial sense of a valued business relationship and does not indicate the existence of or an offer to enter a legal partnership, joint agency, or other relationship involving common ownership or joint and/or several liability. Neither party will have and will not represent to any third party that it has, any authority to act on behalf of the other party.
h. Entire Agreement. This Agreement, the Exhibits attached hereto, and each invoice completed by the parties constitutes the entire agreement between Client and Luz Data and supersedes and replaces all prior agreements, representations, warranties, statements, promises, information, arrangements, and understandings, whether oral or written, express or implied, with respect to the subject matter hereof. In the event of any conflict between this Agreement, this Agreement shall control.
i. Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.
Exhibit AAPI LICENSE TERMSTo the extent Client’s access to LDI Data is provided through Luz Data APIs pursuant to the Services Agreement by and between Client and Luz Data, of which this Exhibit A forms a part, the following terms shall apply. All capitalized terms not otherwise defined herein will have the meaning set forth in the Agreement:
As used in this Exhibit A:
“API Documentation” means the documentation and specifications for APIs that are provided to Client by Luz Data, as applicable.
“API Key” means the code provided by Luz Data that permits Client to access the API.
API License. Subject to the terms and conditions of this Agreement, during the applicable Subscription Term, or the earlier termination of the Agreement, Luz Data hereby grants to Client a limited, non-exclusive, non-transferable, license to: (a) use the API Key to access and incorporate the API as part of the Client Application; (b) internally use, perform, display, reproduce the API solely as necessary to develop, maintain and support the Client Application, in accordance with the specifications included in the API Documentation; and (c) to the extent permitted in Client’s approved data scope of use, reproduce and distribute copies of the API, in executable code form only, solely as incorporated into the Client Application to End Users pursuant to an End User License Agreement.
Restrictions. Client agrees not to (i) reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by Applicable Law; (ii) disclose, distribute, sublicense, lease, rent, loan, resell or otherwise transfer the API source code, the data received from the API (other than those elements incorporated into the Client Application) or the API Key to any third party; or (iii) use the API or API Keys in any manner that exceeds the scope of the licenses granted hereunder. Client must reproduce, on all copies made by or for Client, and must not remove, alter, or obscure in any way all proprietary rights notices (including copyright notices) of Luz Data or its suppliers on or within the copies of the API. Luz Data may, at its sole discretion, release subsequent versions of the API and require Client to obtain and use the most current version.
Exhibit BSERVICE LEVEL AGREEMENTThis Service Level Agreement (“SLA”) applies to the LDI Data Services provided to Client through Luz Data APIs pursuant to the Services Agreement (the “Agreement”) by and between Client and Luz Data, to which this SLA is attached as an Exhibit and forms a part thereof. All capitalized terms not otherwise defined herein will have the meaning set forth in the Agreement.1. Uptime Commitment. The LDI Data Services will be available for 99% of the time during each calendar month (“Uptime”). Uptime will not include periods the LDI Data Services are unavailable due to: (i) Routine Maintenance (defined below); (ii) Urgent Maintenance (defined below); (iii) the negligence, acts or omissions of Client or its End Users, any of the employees, contractors, or agents of Client or its End Users; (iv) the failure or malfunction of equipment, network, software, applications or systems not owned or directly controlled by Luz Data; (v) any third party or public network or systems unavailability; (vi) circumstances or causes beyond the control of Luz Data, including, without limitation, force majeure events and third party attacks on the Luz Data network (such as ping and denial of service attacks); or (vii) Client’s (or any End User’s) breach of the terms of the Agreement, including this SLA (collectively, “Exclusions”).
2. Maintenance. Luz Data will occasionally perform modifications and upgrades to the LDI Data Services (“Routine Maintenance”). Routine Maintenance ordinarily will not cause an interruption of the Services, but it may increase the risk of an interruption. Luz Data will make reasonable efforts to limit interruption. Luz Data will also strive to schedule Routine Maintenance during times that have the least potential impact on Client. If Luz Data determines that immediate maintenance on the Services is required (“Urgent Maintenance”), Luz Data can perform such Urgent Maintenance at any time and for any period of time (as determined by Luz Data), and Luz Data will provide Client with notice of Urgent Maintenance as soon as reasonably practicable under the circumstances.
3. Support. Client may initiate a helpdesk ticket by emailing firstname.lastname@example.org. Luz Data will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day. Response level commitments are for initial response times, and expectations for resolution and/or next steps will be described in the initial response or follow up response(s).
4. Remedy. If Luz Data does not meet the Uptime commitment set forth above for a given calendar month, Luz Data will, as its sole obligation therefor and Client’s sole remedy, provide a credit to Client that equals half of Client’s invoice for the LDI Data Services in the immediately previous calendar month; provided that credits will not be offered if the LDI Data Services are unavailable as a result of any of the Exclusions enumerated above.