LUMA, LLC
LICENSE AGREEMENT AND TERMS OF USE

THIS LICENSE AGREEMENT AND TERMS OF USE (COLLECTIVELY “TERMS OF USE”) IS AN AGREEMENT BETWEEN YOU AND LUMA, LLC (“COMPANY”) THAT GOVERNS YOUR USE OF THE LUMA APPLICATION FOR YOUR MOBILE DEVICE (TOGETHER WITH ANY UPDATES AND ENHANCEMENTS TO IT, THE “APPLICATION”) AND OTHER SERVICES THAT WE MAY MAKE AVAILABLE TO YOU (THE “SERVICES”) ON YOUR MOBILE DEVICE (E.G., APPLE® IPHONE® OR IPAD®, ANDROID® DEVICE, MICROSOFT WINDOWS® MOBILE DEVICE) (EACH, A “DEVICE”). YOUR USE OF THE APPLICATION IS ALSO SUBJECT TO THE LUMA MOBILE APPLICATION PRIVACY POLICY (“PRIVACY POLICY”).  PLEASE READ THESE TERMS OF USE AND THE PRIVACY POLICY THOROUGHLY AND CAREFULLY.  IF YOU USE THE APPLICATION, YOU WILL BE BOUND BY BOTH THESE TERMS OF USE AND THE PRIVACY POLICY.

1.Use of the Application

a. Subject to these Terms of Use and the Privacy Policy, we hereby grant you a personal, limited, nonexclusive, nontransferable, nonsublicenseable license to install and use the Application on your Device. You may use the Application to access, use and receive the Services. Unless and to the extent specifically provided otherwise in the Application or related documentation (including any Readme file or third party licensing notices), you may not: (i) separate any individual component of the Application for use other than to use and receive Services provided through it; (ii) incorporate any portion of it into your own programs or compile any portion of it in combination with your own programs; (iii) transfer it for use with another service; or (iv) sell, rent, lease, lend, loan, distribute, publicly communicate, transform, or sub-license the Application or otherwise assign any rights to the Application in whole or in part.

b. We will be responsible for any Application maintenance or support; no third party will be responsible for providing maintenance or support services for the Application. Other license terms may apply to certain, software files contained within or distributed with the Application that are specifically identified in related documentation, including any Readme file or third party licensing notices (“Third Party Software”). Such Third Party Software license terms shall apply to the corresponding Third Party Software file in lieu of this Terms of Use.

c. You hereby represent and warrant to Luma that (i) you have the right, power, and authority necessary to enter into these Terms of Use and to fully perform your obligations hereunder, (ii) you will comply fully with all terms of these Terms of Use and (iii) you will not use the Application or the Service for any illegal purpose.

2. User Conduct.

You agree not to take any action that might compromise the security of the Application, render the Application inaccessible to others or otherwise cause damage to the Application or the Content (defined below). Except as otherwise authorized by Luma, you agree not to add to, subtract from, or otherwise modify the Content. You agree not to use the Application in any manner that might interfere with the rights of third parties.

3. Intellectual Property.

a. The Application is the intellectual property of Luma and its licensors, if any. The structure, organization, and code of the Application are valuable trade secrets and confidential information of Luma. The Application is protected by law, including without limitation copyright laws and international treaty provisions. Except for the rights explicitly granted to you in these Terms of Use, all right, title and interest in the Application and the Services are reserved and retained by us and our licensors, if any. You do not acquire any intellectual property rights or other rights in the Application as a result of downloading or using the Application.

b. All information, materials and other content that you see, hear or otherwise experience on the Application (collectively, the “Content”) are protected by U.S. and international copyright, trademark and other laws, and belong to Luma or its partners, affiliates, contributors or third parties. Luma grants you a personal, non-exclusive, non-transferable license to use the Application and the Content and to print and store portions of the Content that you select, provided that: (1) you only use these copies of the Content for your own internal business purposes or your personal, non-commercial use; (2) if you are a competitor of Luma, commercial aggregator of data, or other commercial user, you do not copy or post the Content on any network computer or transmit, distribute, publish or broadcast the Content in any media; and (3) you do not modify or alter the Content in any way, or delete or change any copyright or trademark notice. No right, title or interest in any downloaded Content or materials is transferred to you as a result of this license. Luma reserves complete title and full intellectual property rights in any Content you download from the Application, subject to this limited license for you to make personal use of the Content as set forth herein.

c. You may not use any of the marks or logos appearing throughout the Application without express written consent from the trademark owner, except as permitted by applicable law.

d. You may not, and you will not encourage, assist or authorize any other person to, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Application, whether in whole or in part, or create any derivative works from or of the Application.

e. Competitors and third party aggregators may not mirror, scrape, or frame the home page or any other pages of the Application on any other website or web page. Competitors and third party aggregators may not connect “deep links” to the Application or the Content, i.e., create links to a that bypass the home page or other parts of a Site without written permission. This prohibition is not intended to restrict the non-commercial activities of individuals.

4. Updates.

In order to keep the Application up-to-date, we may offer automatic or manual updates at any time and without notice to you. If we elect to provide maintenance or support of any kind, we may terminate that maintenance or support at any time without notice to you.

5. User Supplied Information.

Visitors may post reviews, comments, photos, and other content; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of submitted content. Luma reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

If you do post content or submit material, and unless we indicate otherwise, you grant Luma a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant the Luma and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate these Terms of Use and will not cause injury to any person or entity; and that you will indemnify Luma for all claims resulting from content you supply. Luma has the right but not the obligation to monitor and edit or remove any activity or content. Luma takes no responsibility and assumes no liability for any content posted by you or any third party.

6. Disclaimer of Warranties.

Luma cannot and does not represent or warrant that the Application or the Content will be error-free, uninterrupted, free from unauthorized access (including third party hackers or denial of service attacks), or otherwise meet your requirements.

THE APPLICATION, SERVICES AND CONTENT ARE PROVIDED BY LUMA ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. LUMA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE APPLICATION, THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT EMAILS SENT FROM LUMA ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY AGREE THAT YOUR INSTALLATION AND USE OF, AND ANY OTHER ACCESS TO, THE APPLICATION IS AT YOUR SOLE RISK.

LUMA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE ACCESS OR USE OF THE APPLICATION, SERVICES OR CONTENT, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING. TO THE FULL EXTENT PERMITTED BY LAW, LUMA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE APPLICATION, SERVICES AND CONTENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

Within the Application and/or Content, or as part of the Services, we may display names, marks, products, advertisements, or services of third parties, pop-up texts, or links to third party websites. IN NO EVENT WILL WE BE LIABLE, DIRECTLY OR INDIRECTLY, TO ANYONE FOR ANY DAMAGE OR LOSS ARISING FROM OR RELATING TO ANY USE, CONTINUED USE, OR RELIANCE ON (A) ANY ADVERTISEMENT DISPLAYED WITHIN THE APPLICATION OR CONTENT, OR AS PART OF THE SERVICES; (B) ANY PRODUCTS, SERVICES, OR OTHER MATERIALS RELATING TO ANY SUCH ADVERTISEMENT, (C) ANY LINKED THIRD PARTY WEBSITE, OR (D) ANY LINK CONTAINED IN A LINKED WEBSITE. If you decide to link to any such third party website, you do so entirely at your own risk.

Your obligations and Luma's remedies with respect to defective or nonconforming products or Services, are solely and exclusively as stated in this Agreement.

7. Additional Disclaimers.

Without limiting the disclaimers set forth in Section 6 above:

a. Correction of Errors and Inaccuracies.The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. Luma therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. Luma does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

b. Jurisdictional Issues. The Application and Content is controlled and operated by Luma from the United States, and is not intended to subject Luma to the laws or jurisdiction of any state, country or territory other than that of the United States. Luma does not represent or warrant that the Application or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Application, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. We may limit the Application’s availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

8. Limitation of Liability.

a. IN NO EVENT SHALL LUMA OR ITS EMPLOYEES, DIRECTORS, OFFICERS OR AGENTS (COLLECTIVELY, THE “LUMA PARTIES”) BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST SAVINGS, OR LOSS OF BUSINESS OPPORTUNITY) ARISING OUT OF OR RELATING TO (I) ANY PRODUCT OR THE SERVICES PROVIDED OR TO BE PROVIDED BY LUMA, OR THE USE OR INABILITY TO USE THE SAME, (II) THE USE OF OR INABILITY TO USE THE APPLICATION, THE SERVICES, OR THE CONTENT, (III) ANY TRANSACTION CONDUCTED THROUGH OR FACILITATED BY THE SITE; (IV) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE APPLICATION, OUR SERVICES AND/OR THE CONTENT, (V) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (VI) ANY OTHER MATTER RELATING TO THE APPLICATION, THE SERVICES, OR THE CONTENT, EVEN IF ANY OF THE LUMA PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. IF YOU ARE DISSATISFIED WITH THE APPLICATION, THE SERVICES, THE CONTENT, OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APPLICATION. YOU ACKNOWLEDGE, BY YOUR USE OF THE APPLICATION, THAT YOUR USE OF THE APPLICATION IS AT YOUR SOLE RISK.

c. Any cause of action against any of the Luma with respect to Products or services must be instituted within one (1) year from the date of purchase or provision of the applicable product or services.

9. Indemnification.

You are liable for and will indemnify, defend and hold harmless Luma and Luma's joint venturers, business partners, licensors, employees, agents, and any third-party information providers to the Application or the Content from and against any liability, claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of (a) your breach of any of the representations and warranties made by you, as set forth herein, (b) your use of the Application, (c) your violation of the Terms of Use or the Privacy Policy, (d) your violation of applicable law, or (e) your violation of any right of any person or entity, including without limitation intellectual property rights.

10. Use of Third Party Services.

When you use the Application or the Services, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider, (collectively and individually, “Third Party Services”), and you acknowledge that your use of those Third Party Services may be subject to the separate policies and terms of use, including fees, of one or more third parties. Third Party Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Third Party Services, you acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of the Third Party Materials or websites. We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third Party Services, Third Party Materials or third party websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. You agree that any Third Party Services may contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use the proprietary content, information or materials in any way whatsoever except for permitted use of the Third Party Services.

11. Additional Apple Device Terms.

This Section 13 applies to you only if you use the Application on an Apple® device (e.g., iPhone®, iPad®, iPod Touch®) (any such device, an “Apple Device”); Section 13 does not apply to you if you do not use the Application on an Apple Device.

a. You may use the Application on your Apple Device only as permitted by these Terms of Use and the “Usage Rules” set forth in the Application Store Terms and Conditions (http://www.apple.com/legal/itunes/appstore/us/terms.html).

b. You acknowledge and agree that:

i. Apple® has no obligation at all to provide any support or maintenance services in relation to the Application. If you have any maintenance or support questions in relation to the Application, please contact us, not Apple®, using the contacting us details at the end of these terms;

ii. Except as otherwise expressly set out in these terms, any claims relating to the possession or use of the Application are between you and us (and not between you, or anyone else, and Apple®); and

iii. In the event of any claim by a third party that your possession or use (in ac­cordance with these terms) of the Application infringes any intellec­tual property rights, Apple® will not be responsible or liable to you in relation to that claim;

c. If the Application that you have purchased does not conform to any warranty applying to it, you may notify Apple®, which will then refund the purchase price of the Application to you. Subject to that, and to the maximum extent permitted by law, Apple® does not give or enter into any warranty, condition or other term in relation to the Application and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the Application or as a result of you or anyone else using the Application or relying on any of its content.

d. Apple Inc. and its subsidiaries are third party beneficiaries to these Terms of Use and that upon your acceptance of these Terms of Use, Apple Inc. and its subsidiaries may enforce these Terms of Use against you as a third party beneficiary of these Terms of Use.

12. General Provisions.

This Agreement and the Mobile Application Privacy Policy constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by Luma of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any part of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of the Agreement, all of which will remain in full force and effect. Any and all disputes relating to the Agreement, the Conditions of Order, Luma's Privacy Policy, or your use of the Application, the Service, or the Content (collectively, “Disputes”) are governed by, and will be interpreted in accordance with, the laws of the State of Minnesota, without regard to any conflict of laws provisions. Any Dispute will be venued in a state or federal court situated in Minneapolis, Minnesota, and you hereby irrevocably submit to the personal jurisdiction of such courts for that purpose. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Luma. The obligations, rights, terms and conditions hereof will be binding upon and inure solely to the benefit of the parties hereto and their permitted respective successors and assigns.

13. Enforcement.

Luma reserves the right, in its sole discretion, to determine whether any action you take violates the terms of this Agreement. Luma shall have the right, but not the obligation, to monitor your actions with respect to the Application and the Content to determine compliance with this Agreement. Without limiting any other rights or remedies of Luma hereunder, at law, or in equity, Luma may suspend or terminate your access to the Service if there is any violation or threatened violation of any of the terms of this Agreement by you.

14. Changes to the Agreement; Termination.

Luma may at any time: (i) modify or discontinue any part of the Application; (ii) charge, modify, or waive fees required to use the Application; or (iii) offer opportunities to some or all users of the Application. Luma reserves the right to make changes to these Terms of Use at any time, and such changes will be effective immediately upon being posted on the Application. Each time you use the Application, you should review the current Terms of Use. You can determine when these Terms of Use were last revised by referring to the “LAST UPDATED” legend at the top of these Terms of Use. Your continued use of the Application will indicate your acceptance of the current Terms of Use; however, any material change to these Terms of Use after your last usage of the Application will not be applied retroactively. Except for such material changes, the Terms of Use that were in effect at the time any claim or dispute arose between you and us will be applied.

You may terminate these Terms of Use at any time by uninstalling or destroying all copies of the Application that are in your possession or control. Your rights under the Terms of Use will automatically terminate without notice from us if you fail to comply with any of its terms. In the case of termination, you must cease all use and destroy all copies of the Application, and we may immediately revoke your access to the Services without notice to you. We may also terminate your right to use the Application at any time and if we do so, we may modify the Application to make it inoperable. Our failure to insist upon or enforce your strict compliance with these Terms of Use will not constitute a waiver of any of our rights.

You agree that we shall not be liable to you or any third party for any termination of your access to the Application. Upon termination, all provisions of these Terms of Use which are by their nature intended to survive termination, all representations and warranties, all limitations of liabilities and all indemnities shall survive such termination.

15. Contact.

Please contact us with any questions or concerns you may have relating to these Terms of Use, the Application, Content or Services, or your use of any of the foregoing at:

Luma, LLC.
1550 Utica Ave S
Suite 575
St Louis Park, MN 55416