Terms of Use of Journeys

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These terms of use (hereinafter "Journey Terms of Use") govern the access to, use of, and the right to grant access to and use of the Journey Services and the Solution provided to the Customer as part of a purchase agreement, quotation, purchase order, invoice or online purchase process (a "Purchase Order").

By accessing and using the Journey Services, the Customer confirms that he or she has read and accepted these Journey Terms of Use and will comply with his or her obligations as described in these Journey Terms of Use.

1. Definition

The terms below will have the following meanings:

"Subscription" means the annual amount that the Customer agrees to pay in consideration for access to and use of the LumApps Journey Solution for a number of Authorized Users as specified in an Order.

"Journey Solution" means the online software Journey Solution described in the Order, for which the Customer has taken out a Subscription and as described on the page.

"Customer" means any legal entity that has acquired the right to access the Documentation and use the Journey Solution by paying a subscription fee to LumApps or a Reseller and provides access to its Authorized Users.

"Effective Date" means the date of commencement of the Subscription as set out in the Order.

"Documentation" means the user manuals, technical and user documentation and/or any other related material (in any medium) concerning the Journey Solution made available by LumApps. This will be updated regularly.

"Third Party Software" means any third party proprietary software that is integrated with or interfaces with the Journey Solution.

"LumApps" means LumApps, Inc. if the Customer resides or obtains the Journey Solution in the United States, LumApps UK Ltd if the Customer resides or obtains the Journey Solution in the United Kingdom, LumApps K.K. if the Customer resides or obtains the Journey Solution in Asia, and LumApps SAS if the Customer resides or obtains the Journey Solution outside of the aforementioned territories, and who created the Journey Solution and who owns the entire intellectual property rights.

"Intellectual Property" means copyright, software rights, trademarks, design rights, patents, know-how, confidential information, rights to inventions, processes and formulae, and all other intellectual property rights existing anywhere in the world, and any claims relating thereto.

"Reseller" means a third party who sells and sublicenses the Journey Solution to the Customer under the terms of an agreement between the Customer and the Reseller.

"Authorised Users" means the natural persons who are employees of the Client and who have been authorized by the Client to use the Journey Solution, and to whom a user ID and password have been allocated.

2. Daily Services - Updates

2.1. During the term of these Journey Terms of Use and subject to compliance with these Terms of Use and the terms and conditions set out in the Purchase Order, the Customer shall be entitled to access the Journey Solution (the "Journey Services"). Customer may use the Journey Services only for internal operational purposes.

2.2. Updates.  LumApps reserves the right to update and/or modify the Journey Services from time to time for the purpose of correction, improvement of product functionality, or otherwise.

3. Access to the Journey Solution

3.1. Subject to and in consideration of compliance with the Journey Terms of Use, Customer shall have a non-transferable, non-exclusive right to use and access the Journey Solution for the term specified in the applicable Order.

3.2. The Customer shall ensure that it and the Authorized Users:

1. do not use the Services to export, re-export, sell, lease or transfer to unauthorized end-users (including persons listed on the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Denied Persons List) and/or use the Services in export embargoed territories (currently North Korea, Iran, Mali, South Sudan, Central African Republic, and the United States). Department of Commerce Denied Persons) and/or do not use the Services in territories subject to an export embargo (currently North Korea, Iran, Mali, South Sudan, Central African Republic, Yemen, Guinea-Bissau, Libya, Eritrea, Lebanon, Syria, Crimea, ISIL (Da'esh), Al-Qaida and the Taliban, Democratic Republic of Congo, Sudan, Somalia, Iraq);
2. obtain and maintain all necessary licenses, consents and authorizations for LumApps, its contractors or agents to perform their obligations under the Terms of Use or for the Customer and Authorized Users to use any Third Party Software;
3. obtain and maintain the appropriate internet connections, communications networks, computer equipment and web browser to access and use the Journey Solution, and to comply with any other technical requirements as notified to the Customer from time to time by LumApps;
4. shall use all reasonable means to prevent any unauthorized access to or use of the Services and, if such access occurs, the Customer shall notify LumApps or its Reseller (if any) immediately and shall provide LumApps with all assistance it reasonably requires to prevent such unauthorized access.
5. are solely responsible for the content of any kind (editorial, graphic, audio, audiovisual or other) that Authorized Users disseminate within the framework of the Journey Services (the "Content"). The Client warrants that he/she has all the rights and authorizations necessary for the distribution of such Content. The Customer agrees that the Content is legal, does not infringe upon public order, good morals or the rights of third parties, does not violate any legislative or regulatory provision and more generally, is not likely to bring into play the civil or criminal liability of LumApps;
6. are forbidden to distribute, in particular and without this list being exhaustive (i) pornographic, obscene, indecent, shocking or unsuitable for a family audience, defamatory, insulting, violent, racist, xenophobic or revisionist Content; (ii) counterfeit Content; (iii) Content that damages the image of a third party; (iv) Content that is false, misleading or that proposes or promotes illegal, fraudulent or deceptive activities; (v) Content that is harmful to the computer systems of third parties (such as viruses, worms, Trojan horses, etc.)(vi) and more generally, Content that may infringe the rights of third parties or be prejudicial to third parties in any way or form whatsoever.

3.3. The Customer shall not, and shall not permit any Authorized User to:

1. use the Services or the Journey Solution (i) in violation of any applicable local, national or international law, regulation or standard; (ii) fraudulently or unlawfully; or (iii) in violation of any third party's intellectual property or privacy rights;
2. use the Services or the Journey Solution to send or attempt to send unsolicited or unauthorized advertising or promotional materials;
3. access, store, disseminate or transmit in connection with the use of the Services or the Journey Solution, any viruses or any content that is (i) unlawful, libelous, defamatory, obscene, infringing, abusive, harassing, offensive, or racially or ethnically discriminatory; (ii) promotes or encourages unlawful activity; or (iii) likely to cause injury or damage to any property or person;
4. attack the Journey Solution through a "denial of service", "distributed denial of service" or any other type of attack;
5. attempt to gain unauthorised access to, interfere with, damage or disrupt any part of the Journey Solution or LumApps' computer systems;
6. except as permitted by these Terms of Use or as required by law, attempt to decompile, disassemble or reverse engineer all or any part of the Journey Solution, or copy, modify, create derivative works of, transmit or distribute all or any part of the Journey Solution and/or the Documentation in any form or media;
7. to access all or part of the Services to build a product or service that would compete with those of LumApps;
8. license or sell, lease, transfer, assign, distribute, disclose or commercially exploit or make available, all or any part of the Services or the Journey Solution to third parties.

Access to the Services may be suspended and/or terminated if the Customer or any Authorised User fails to comply with this clause. In this case, the Customer will be informed of the reason for the suspension or termination.

The Customer is always fully responsible for all acts and omissions of the Authorised User to whom it has granted access to the Services and the Customer agrees to indemnify LumApps or its Reseller (if any) for all claims and losses arising from such acts and/or omissions.

4. Protection of Personal Data

4.1. In the course of providing the Services under these Terms of Use, LumApps may process certain personal data on behalf of the Customer, and the Customer acknowledges that it is the data controller and LumApps is the data processor.

4.2. In such cases, the Parties agree to abide by this Annex ("DPA"). The DPA is an integral part of the Terms of Use.

5. Third Party Software

5.1. The Journey Solution may enable or facilitate access to services or content on third party websites via third party websites or Third Party Software. Customer accessing such third party services will do so at its own risk. Customer shall obtain and maintain the necessary rights and licenses to use the Third Party Software.

5.2. LumApps cannot guarantee or make any commitment regarding the services and contents of Third Party Software, even when such software is integrated or can be accessed via the Journey Solution.

5.3. LumApps and the Reseller (if any) cannot assume any responsibility for the hosting of Third Party Software and for the unavailability or defects of such Third Party Software.  

6. Intellectual Property

The Journey Solution and Documentation (and any modifications and updates) and all Intellectual Property rights are and shall remain the exclusive property of LumApps. These works are protected by copyright laws and treaties throughout the world. Except as expressly stated herein, the Terms of Use do not grant the Customer any rights to these Intellectual Property rights, nor any other rights concerning the Services.

7. Compensation

The Customer agrees to indemnify, defend and hold harmless LumApps, its affiliates, officers, directors, employees, consultants, agents and suppliers from and against any and all third party claims, liabilities, damages and/or costs (including, but not limited to, attorneys' fees, if any) arising out of Customer's or Authorized Users' use of the Services, breach of these Terms of Use, infringement or violation by Customer or Authorized Users of any intellectual property relating to the Services or any other rights of any person or entity.

8. Responsibility

8.1. In no event shall LumApps be liable for any consequential, incidental, indirect, special, punitive or other loss or damage (including loss of data, loss of business profits, business interruption, computer failure, loss of business information), arising out of or caused by the Customer's or Authorized Users' use or inability to use the Services.

8.2. LumApps does not guarantee the continuity and quality of communication links with the Client. Thus, access to the Journey Solution may be interrupted without prior notice for a reasonable period of time, notably for maintenance reasons or for any other reason than a failure of LumApps.

8.3. The sole and exclusive remedy for all claims with LumApps related to the Services is the termination of such Services. In no event shall LumApps' total liability exceed the amount paid by the Customer for the Services over the last twelve (12) months in which the damage occurred.

8.4. The above provisions do not apply in the event of gross negligence or wilful misconduct of LumApps.

8.5. As LumApps is only committed to the Customer, in case of any action by third parties, customers or employees of the Customer against LumApps as a result of the Agreement, the Customer shall indemnify LumApps against the consequences of such actions.

9. Duration and termination

9.1. Term. These Terms of Use commence on the date the Customer begins using the Services and automatically terminate at the end of the subscription period, unless renewed in accordance with the terms of the Purchase Order. LumApps or the Reseller (if applicable) may terminate the Terms of Use if the Customer or its Authorized Users are in breach of their obligations under the Terms of Use and if they do not remedy such breach within thirty (30) days following receipt of a notice from LumApps informing them of such breach. This right of termination shall apply accordingly if LumApps or the Reseller (if applicable) does not receive payment for the Subscription from the Customer within the time period as indicated in the Order Form.

9.2. Consequences of Termination. Upon expiration or termination of the Terms of Use:

1. All rights granted shall automatically terminate and the Customer shall immediately cease using the Journey Solution and Documentation;
2. Customer shall return or destroy all copies of the Journey Solution, Documentation and other materials. Unless otherwise agreed, the Customer will not be refunded if the Terms of Use are terminated;
3. LumApps may make available to the Customer all Customer data held by LumApps for a period of ninety (90) days from the termination or expiration of the Terms of Use.

10. Compliance

The Services, or any portion thereof, may be subject to the export control laws of the United States. Customer shall not export, re-export, divert, transfer or disclose any portion of the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export laws or regulations.

In order to fight corruption and money laundering, LumApps has established a Code of Conduct, which is available on request. The Customer undertakes to maintain policies and procedures that promote and ensure compliance with the principles of anti-corruption and anti-money laundering as described in this Code of Conduct.

11. Transfer

The Customer shall not have the right, without the prior written consent of LumApps, to assign, transfer, encumber and subcontract its rights or obligations under these Terms of Use. LumApps may assign, transfer, encumber, subcontract its rights and obligations under these Terms of Use.

12. Advertising

The Customer hereby authorizes LumApps to quote Customer as a reference in events, presentations and/or commercial proposals or to make reference to these Terms of Use for marketing or other purposes.

13. Force Majeure

LumApps shall not be liable to the Customer if LumApps is prevented or delayed from performing its obligations under these Terms of Use due to any act, event or omission beyond its reasonable control, including but not limited to strikes or other labor disputes, failure of a public utility or transportation network, any failure or interruption of a telecommunications network, distributed denial of service attacks or any other harmful attack, act of God, war, riot, malicious damage, compliance with any law, order, standard or regulation, accident, breakdown in plant or machinery, fire, flood, storm or failure of suppliers or subcontractors. LumApps shall notify the Customer of such an event and the expected duration thereof.

14. Applicable law and jurisdiction

The Terms of Use and any disputes or claims relating to these Terms of Use (including non-contractual disputes or claims) are governed by

• the laws of Delaware and the state and federal courts sitting in the State of Delaware shall have exclusive jurisdiction if the Customer resides (or acquires the Journey Solution) in the United States;
• the laws of Singapore and the federal and state courts sitting in the State of Singapore shall have exclusive jurisdiction if the Customer resides (or acquires the Journey Solution) in Asia;
• the laws of France and the courts sitting in Lyon, France shall have exclusive jurisdiction if the Customer resides (or acquires the Journey Solution) in territories other than the United States and Asia.

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