LumApps SDK Terms of Use

These SDK Terms of Use (“Terms”) are between LumApps, SAS (“LumApps”) and the person or entity accessing, installing or using the SDK (“You” or “Your”). Terms not defined on first use are defined in Section 25 (Definitions) below.

By clicking to acknowledge agreement to be bound during review of an electronic version of these Terms or downloading, installing, accessing or otherwise using the SDK, including the associated online tools (Playground), and the test environment provided by LumApps (the “Tools”), You accept and agree to be bound by these Terms on behalf of yourself and any entity which you represent (e.g., Your employer). If You do not agree to these Terms, do not install, access or use the SDK.

The SDK is made available by LumApps to integrate and enable certain functionality into Your applications or the third-party applications to facilitate interaction and communication with the LumApps Application through the development and use of Extensions. These Terms apply to any SDK that includes, displays, or links to these Terms, and to any updates, supplements, or support services for the SDK, unless other terms accompany those items. If so, those other terms apply.

1. Grant of License

Subject to Your compliance with these Terms, LumApps grants You a non-exclusive, non transferable, non-sublicensable license to:

• access, install and use the SDK in accordance with the Documentation to develop Extension(s) (“Your Extensions”). To the extent that the Documentation expressly contemplates the modification of any components of the SDK, the right to use the SDK granted above includes the right to modify such components of the SDK in accordance with the Documentation.
• make a limited number of copies of the Documentation to be used by Your employees or consultants for development purposes only as permitted under these Terms, and not for general business purposes or for distribution;
• if You are a Customer, use the SDK only as a component of Your Extensions in connection with Your authorized use of the LumApps Application, and
• distribute the SDK only as a component of Your Extensions to Customers in connection with their authorized use of the LumApps Application.
• make a reasonable use of the SDK and its Tools and only for the purpose it was intended.

2. Access to SDK and Developer Responsibilities

a. Business and Extension Review. Before You can make Your Extension(s) available for use by You or Customers, You must complete LumApps’ Extension review process. Such processes are described in the Documentation and/or on LumApps’ website. During the Extension approval process or thereafter, LumApps may, at its sole discretion, impose additional requirements including security review. Once Your Extension is approved, any further material changes to Your Extension, including without limitation to its permissions, operation, and intended use cases, must be reviewed and approved by LumApps prior to being made available for use by You or to Customers. Once approved by LumApps, Your Extensions will be hosted by LumApps and stored in the Extension library of the LumApps Application and made available for use and distribution by You under these Terms. You grant to LumApps a nonexclusive, worldwide, royalty-free license to use, copy, store, transmit, display, and distribute Your Extensions solely to the extent necessary for LumApps to perform its obligations under these Terms.

b. Developer Account Registration and Access Credentials. To participate in the LumApps Extension review process, You will be required to register and set up a developer account (“Developer Account”). You must keep Your Developer Account registration information accurate and complete. LumApps will provide unique access credentials to You and/or Your Extension(s) in connection with Your use of the SDK (“Access Credentials”). You will keep all Developer Account user names and passwords, and Access Credentials secret and confidential, and will not share, assign, or transfer them to any third party. You are responsible for all activities that occur using Your Access Credentials or under Your Developer Account. LumApps will process the personal information provided for the account registration according to LumApps Privacy Policy.

c. Responsibility to Customers. If You are developing Your Extensions for distribution to and use by Customers, such Customers will also be Your customers (the “End-Customer(s)”), You are solely responsible, at Your own expense, for Your Extension(s) (including their distribution, operation and support) and Your relationship with the End-Customer. For clarity, End-Customers are also Customers as defined in these Terms. You will have appropriate agreements or terms with End-Customers governing their use of Your Extension(s) and will make available to End-Customers (and to us, upon request) a legally adequate privacy policy (collectively, the “Developer Terms”). The Developer Terms must clearly and accurately describe how Your Extension functions and uses Customer Data, and may not include misleading statements about such functionality or use of Customer Data. Your Developer Terms shall provide (i) a statement that your suppliers disclaim all warranties, conditions, and representations with respect to Your Extensions and (ii) a limitation of liability that disclaims all liability for the benefit of your suppliers. You will notify us promptly of any breaches of the Developer Terms that impact or may impact Customers.

d. Use and Protection of Customer Data

i. You may only collect, process, transmit, maintain, or use (collectively “Process”) Customer Data to the extent that You have the right and the proper legal basis to do so in accordance with the applicable data protection laws and regulations. This shall include but not limited to (i) properly obtaining consent from Customers or data subjects to process Customer Data, (ii) prior written consent to transmit or share any Customer Data with any third party (including LumApps in connection with Your Extension), (iii) establishment and maintenance of reasonable and appropriate technical and organizational security measures, in accordance with best industry practices and LumApps security standards, to protect Customer Data and any LumApps SDK access.

ii. If You use the SDK to develop Your Extensions for Your applications for distribution to End-Customers, You will comply with the applicable privacy laws and legal rights of Your users or the users of End-Customers, You will prominently display a privacy policy that describes to Your End-Customers the information that is collected by You and Your application and Your Extensions and how such information is used and shared. You will maintain and process all user data in accordance with Your privacy policy and all applicable laws and regulations in any countries in which Your application and Your Extensions are distributed or used.

iii. If You use the SDK to develop Your Extensions for applications developed by a third party or that access data, content, or resources provided by a third party, You agree that LumApps is not responsible for those applications, data, content, or resources. You understand that all data, content, or resources which You may access through such third-party applications are the sole responsibility of the person from which they originated and that LumApps is not liable for any loss or damage that You may experience as a result of the use or access of any of those third-party applications, data, content, or resources.

iv. LumApps may collect certain data through the SDK, including, but not limited to, identifiers, version number of the SDK, and information on which of Your Extensions are being used and how they are being used. Unless You expressly opt-out of allowing this use, this information will be collected and used in accordance with LumApps’ Privacy Policy.

e. Notification of Security Incident. You will notify LumApps immediately following the discovery of any Security Incident. Promptly following any Security Incident, You will initiate an audit by a reputable and competent third party, at Your expense, to determine the root causes and impact of the Security Incident, and You will promptly provide LumApps with a summary of the findings of such audit. You will also immediately begin remediation of the Security Incident and keep us informed on the progress of Your efforts to remediate the Security Incident. For purposes of this Section, “Security Incident” means any incident relating to Your Extension(s) or Your access to or use of the SDK that involves or reasonably may involve (i) the unauthorized access, destruction, loss, disclosure, use, or alteration of any Customer Data or SDK access keys or credentials, (ii) any vulnerability related to Your Extension in connection with LumApps or the SDK, or (iii) any other actual or suspected breach or compromise of the security, confidentiality, or integrity of any Customer Data or SDK access keys or credentials.

3. Representations and Warranties

You represent and warrant that (i) You and Your Extension(s) and their use will not violate any applicable laws or infringe upon, misappropriate, or otherwise violate any third party rights (including intellectual property rights and rights of privacy and publicity); (ii) all information You provide to us is and will be true, accurate, and complete; (iii) Your Extension(s) (A) do not contain, and will not transmit to LumApps or the LumApps Application, any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, and (B) will not interfere with, disrupt, or harm LumApps, the LumApps Application, the SDK, the systems, servers, or networks providing the foregoing, or anyone’s use of the LumApps Application, (iv) You will not use the SDK or any data obtained using the SDK to identify, exploit or publicly disclose any potential security vulnerabilities; and (v) You will not reverse engineer, decompile, disassemble, or derive source code from the SDK, except to the extent permitted by applicable laws. You shall not suggest any affiliation with LumApps, including any suggestion that LumApps sponsors, endorses or guarantees Your Extension(s), except that You may state that Your Extension(s) have been designed to interoperate with the LumApps Application using the SDK as expressly contemplated in these Terms. You shall not make any representations, warranties or commitments on behalf of LumApps or regarding LumApps or the SDK.

4. Indemnification

You will indemnify, defend, and hold harmless LumApps and its affiliates and their respective directors, officers, employees, agents, contractors, Customers and licensees (“Indemnified Parties”) from and against any claims, losses, costs, expenses (including but not limited to reasonable attorneys’ fees), damages or liabilities incurred by the Indemnified Parties in connection with any claim, suit, or action brought by third parties based on or arising from (i) the distribution or use of Your Extensions, (ii) Your relationships or interactions with any Customers or third party resellers or distributors of Your Extensions, (iii) infringement or misappropriation of any third party rights (including intellectual property rights and rights of privacy and publicity), (iv) any Security Incident, or (v) Your breach or alleged breach of these Terms. LumApps may at its own expense participate in the defense and settlement of any claim with its own counsel, and You may not settle any claim without LumApps’s prior written consent (not to be unreasonably withheld or delayed).

5. Use of Marks & Publicity

Subject to the terms and conditions of these Terms, You grant LumApps a limited, non-exclusive, non-sublicensable, non-transferable and non-assignable (except in conjunction with a permitted assignment of these Terms) license during the term to display Your Marks that You make available solely for the purposes of: (a) online and offline marketing and promotion of the availability of Your Extension in the LumApps marketplace as agreed to in advance by You; and (b) for any mutually agreed marketing activities.

6. Intellectual Property Rights

a. As between You and LumApps, You retain Your rights in Your Marks and Your Extensions, excluding the SDK. Except as expressly authorized under these Terms, You will not (and will not allow any third party to) modify or create any derivative works of the SDK.

b. LumApps and its licensors retain all right, title and interest (including all intellectual property rights) in and to the LumApps Marks, SDK, LumApps Application, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of LumApps, including based on Feedback. Nothing in these Terms shall be construed to prohibit LumApps from independently developing any Extensions that have identical or similar functionality to Your Extensions.

c. The SDK and any authorized copies that You make are the intellectual property of, and all rights therein are owned by, LumApps. The structure, organization, and code of the SDK are valuable trade secrets and confidential information of LumApps. The SDK is protected by law, including without limitation the copyright laws of France and the United States and other countries, and by international treaty provisions. You agree to protect LumApps’ copyright and other ownership interests in all items in the SDK. You agree that all copies of items in the SDK reproduced for any reason by You will contain the same copyright, trademark, and other proprietary notices as in the SDK. LumApps retains all right, title, and ownership throughout the world in the intellectual property embodied within the SDK. Except as stated herein, LumApps and these Terms do not grant You any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the SDK, and all rights not expressly granted are reserved by LumApps.

d. Either party may from time to time elect, in its sole discretion, to provide suggestions, comments, improvements, ideas or other feedback to the other Party related to such other Party’s products and services (”Feedback”). In the case of LumApps, this includes, but is not limited to, Feedback provided regarding the SDK. Such Feedback is provided on an “as is” basis with no warranties of any kind and the receiving party will have a non-exclusive, worldwide, royalty-free, perpetual and irrevocable right and license to use, copy, modify, distribute, sublicense, and otherwise commercially exploit such Feedback for any purpose. Each party agrees not to provide Feedback that it knows is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.

e. LumApps may collect certain data and information regarding Your use of the LumApps SDK, including data about API requests, SDK usage, Your Extensions and the End Customer user accounts that You access, and may use such data in connection with operating, improving and supporting the LumApps APIs, LumApps SDK and LumApps.

7. Confidentiality

LumApps may provide certain information to You that is confidential or proprietary (“Confidential Information”). LumApps’s Confidential Information includes (a) any non-public elements of the SDK or any pre-release information about the LumApps Application, (b) any SDK access keys or credentials, (c) any non-public information provided to You in connection with these Terms, and (d) anything identified or marked as “confidential” or that You should reasonably understand to be confidential or proprietary under the circumstances. You may use Confidential Information only for purposes expressly contemplated by these Terms. You may not disclose any Confidential Information to third parties, other than to Your employees, agents and advisors with a need to know and for whom You agree to remain responsible under these Terms.

8. Termination

These Terms and Your rights granted under these Terms are effective until terminated as described herein. LumApps has the right to terminate these Terms and Your rights immediately if You fail to comply with any of these Terms. You may terminate these Terms at any time by discontinuing Your use of the SDK, the Documentation, and the Tools and closing Your Developer Account. Despite anything contained in these Terms to the contrary, LumApps may, in its sole discretion, terminate or suspend access to the SDK or Your Developer Account at any time. You acknowledge that termination of Your rights and/or monetary damages may not be a sufficient remedy if You breach these Terms and that LumApps will be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief in the event of a breach. Upon any termination of your rights, You must (a) destroy or return to LumApps all full and partial copies of the SDK and Confidential information and (b) discontinue use or distribution of any of Your Extensions. Sections 2-10 and 13-25, along with any other provisions that would reasonably be deemed to survive termination, shall survive any termination and/or expiration of these Terms.

9. Disclaimer of Warranties

THE SDK IS PROVIDED UNDER THESE TERMS ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT SDK IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SDK IS WITH YOU. SHOULD THE SDK PROVE DEFECTIVE IN ANY RESPECT, YOU ASSUME THE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. LUMAPPS MAY DISCONTINUE THE PROVISION OF LUMAPPS SDK AVAILABLE TO YOU AT ANY TIME IN ITS SOLE DISCRETION.

10. Limitations of Liability

IN NO EVENT SHALL LUMAPPS OR ITS AFFILIATES AND ITS AND THEIR LICENSORS HAVE ANY LIABILITY HEREUNDER TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, DATA OR USE, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Support and Changes to LumApps SDK

LumApps has no obligation to provide any support or maintenance for the SDK or to fix any errors or defects. LumApps may modify or discontinue the SDK or the features they enable, may impose limits on their usage, or may impose fees or other charges for their use, without notice or liability to You. Future versions of the SDK may not be compatible with Your Extensions developed using previous versions.

12. Changes to these Terms

LumApps may change these Terms at any time, although such changes will not apply retroactively. Unless otherwise required by Laws, LumApps will provide notice to You of any material changes to these Terms. Your continued use of the LumApps SDK will be deemed Your acceptance of the amended Platform Terms.

13. Allocation of Risk

You and LumApps agree that the warranty disclaimer and limitation of liability set forth above, respectively, fairly allocate the risks in these Terms between the parties. You and LumApps further agree that this allocation is an essential element of the basis of the bargain between the parties, that LumApps would not have entered these Terms without these limitations, and that the limitations will apply notwithstanding any failure of the essential purpose of these Terms or any limited remedy hereunder.

14. Compliance with laws

You will comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the SDK to encourage or promote illegal activity or in violation of third party rights. You will not violate any other terms of service with LumApps.

The SDK is subject to United States and international export laws and regulations. You must comply with all United States and international export laws and regulations, which include restrictions on destinations, end-users and end use. You acknowledge and agree that You will not import, export, or re-export, directly or indirectly, the SDK or related information to any country in violation of the laws and regulations of any applicable jurisdiction. This restriction expressly includes, without limitation, the export regulations of the United States, and the import and export restrictions of the various European countries. You further agree to defend, indemnify, and hold harmless LumApps, its affiliates, and their respective directors, officers, employees, agents and representatives from any losses, costs, claims, or other liabilities arising out of Your breach of this Section.

15. Governing Law and Jurisdiction

These Terms and any disputes or claims relating to or in connection with these Terms (including non-contractual disputes or claims) are governed by the laws of France and courts sitting in Lyon will have exclusive jurisdiction.

16. Application of Consumer Law

Our SDK and Documentation are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and LumApps liability is limited (at LumApps’ option) to the replacement or repair of the SDK.

17. Notices

LumApps may provide notice to you by means of (i) posting information or a link to it in Your Developer Account or on the LumApps website or (ii) by email to your e-mail address on record under Your Developer Account.

18. Assignment

You shall not assign, transfer, charge, subcontract all or any of Your rights or obligations under these Terms without LumApps’ prior written consent, which shall not be unreasonably withheld. LumApps may freely assign, transfer, charge, subcontract all or any of its rights or obligations under these Terms.

19. Construction

The headings of sections of these Terms are for convenience and are not for use in interpreting these Terms. As used in these Terms, the word “including” means “including but not limited to.”

20. Waiver

No waiver of any provision of these Terms will be effective unless it is in writing and signed by duly authorized representative of the party against whom the waiver is to be asserted. The failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision.

21. Severability

If any provision of these Terms are held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

22. Independent Contractors

The parties to this Agreement are independent contractors and these Terms will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.

23. Entire Agreement

These Terms constitute the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter.

24. Definitions

“Documentation” means all documentation made available by LumApps for use of the LumApps APIs or SDK, including the documentation currently available on LumApps websiteas may be modified by LumApps from time to time.

“Extension(s)” means extension(s) to the LumApps Application that facilitate communications with the LumApps Application or extend the capabilities of the LumApps Application. Extensions include any improvements, enhancements, developments, integrations or other modifications or updates to the foregoing, and any services offered through such Extension(s)

“Customer” means a LumApps customer with a currently-effective agreement for the use and access of LumApps Application.

“Customer Data” means any data, content, or information obtained on or through the LumApps Application and/or that You access or retrieve using the SDK. For clarity, “Customer Data” does not include any data, content, or information provided directly to You by a Customer (including its end users) independently of the LumApps Application and the LumApps APIs or SDK.

“Marks” means the trademarks, service marks, names, logos and other images, marketing materials or descriptions provided or designated by the licensing party for use hereunder.

“LumApps API(s)” means the LumApps API(s) provided by LumApps for Your use, as may be modified by LumApps from time to time. Except where otherwise noted, references to LumApps APIs include the API Documentation and any Access Credentials, API access keys, or related LumApps platform elements made available by LumApps.

“LumApps SDK” means the LumApps SDK provided by LumApps for Your use, as may be modified by LumApps from time to time. Except where otherwise noted, references to LumApps SDK include the SDK Documentation and any Access Credentials, SDK access keys, Tools, or related LumApps platform elements made available by LumApps.

“SDK” means the LumApps API and LumApps SDK, collectively.

“LumApps Application” means the online software application as such application is set out further on the ‘Product’ page at www.LumApps.com (as may be updated by LumApps from time to time).

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