Lumifi – Terms of Use

Lumifi Web Site Terms and Conditions

Last Updated: January 17, 2008

The web site located at WWW.LUMIFI.COM (the “Site”) and the products and/or services available via the Site are provided by Lumifi LLC and its corporate affiliates (collectively, “Lumifi”, “Us”, “Our” or “We”). This Lumifi Web Site Terms and Conditions (the “Agreement”) sets out the terms and conditions that govern your (“Your” or “You”) use of the Site.

BY VIEWING AND ACCESSING THE SITE AND/OR USING ANY OF THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO ALL THE TERMS OF THIS AGREEMENT, WITHOUT MODIFICATION, INCLUDING ALL DISCLAIMERS, TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY, YOU MUST NOT ACCESS THE CONTENT, FEATURES OR FUNCTIONS OF THE SITE AND YOUR SOLE AND EXCLUSIVE REMEDY IS TO IMMEDIATELY CEASE USE OF THE SITE.

Lumifi reserves the right to modify this Agreement at any time and material changes shall be effective immediately upon posting to the Site. If You have registered with Lumifi, We will provide notice to you of the changes at the email address You provide Lumifi when You registered with the Site. You acknowledge and agree that it is Your responsibility to access the Site from time to time to check for any modifications to this Agreement.

USE AND REGISTRATION REQUIREMENTS

You must be at least 13 years old to use the Site or to register with Lumifi. If you register with Lumifi, You must submit accurate, complete and up-to-date registration information. Lumifi reserves the right to refuse registration of or cancel any user registration in its discretion. You are solely responsible for maintaining the confidentiality of your Lumifi registration password.

LIMITED LICENSE GRANT; REVOCATION OF LICENSE

Subject to the terms and conditions of this Agreement, Lumifi grants You a non-exclusive, non-transferable personal license to access the features and functions on the Site for Your own personal purposes while visiting the Site, solely for the purposes of accessing and submitting content, using any search functionality available, and obtaining access to Lumifi services available via the Site in accordance with this Agreement. Lumifi reserves the right at any time and for any reason it deems sufficient, in its sole discretion, to terminate this Agreement, revoke the licenses granted hereunder, to deny You future access to the Site, or to impose conditions on Your future access, including but not limited to requiring payment of subscription or license fees as a prerequisite for future access.

The Site is copyrighted by Lumifi. Except for the limited licenses granted to You hereunder, no other rights are granted to You in the Site and Lumifi and its third party licensors own all intellectual property and other proprietary rights in and to the Site, its content, features and functions. There are two categories of content on the Site: (a) content You submit or create via the Site (“User Content”), and (b) all other content on the Site (“Lumifi Content”). You may not copy or distribute, nor attempt to copy or distribute, the Lumifi Content or the features or functions of the Site. You acknowledge and agree that no licenses are granted to you in the intellectual property in the Site, including without limitation the Lumifi Content, other than expressly stated above.

You may copy and distribute User Content available via the Site if (i) You submitted such content, or (ii) the user who submitted such content permits You to do so via the Site.

CERTAIN RESTRICTIONS ON YOUR USE OF THE SITE

You will not do any of the following while using the Site:

Conduct or promote any illegal activities;
Upload content, distribute or print anything that may be harmful to minors;
Upload content, distribute or print anything that violates the terms of this Agreement;
Attempt to reverse engineer or jeopardize the correct functioning of the Site;
Attempt to gain access to secured portions of the Site to which You do not possess access rights;
Upload, submit, or transmit any form of virus, worm, Trojan horse, or other malicious code;
Use the Site to generate unsolicited email advertisements or spam;
Use any automatic or manual process to harvest information from the Site; or
Impersonate another user.

PREMIUM MEMBERSHIP; PAYMENTS

When Lumifi offers Premium Membership to the Site, any user who wishes to become a Premium Member will have to pay certain fees charged by Lumifi. Subject to Your payment of applicable Premium Member fees, if You elect to become a Premium Member of the Site, You will be able to access additional features and functions of the Site under the terms and conditions of these Terms of Use. To make any payments via the Site You will be required to give Us or a third party partner of Ours a valid credit card number (VISA, MasterCard, PayPal or any other issuer then accepted by Us) and associated payment information at the time You are required to make such payments, including all of the following: (i) Your name as it appears on the card, (ii) the credit card type, (iii) the date of expiration of Your credit card, and (iv) any activation numbers or codes needed to charge Your card. Lumifi currently does not accept cash, checks or any other payment form, although in the future we may change this policy. You agree that no additional notice or consent is required before Lumifi invoices the credit card or other payment mechanism You select for all amounts due and payable. By providing Lumifi with Your credit card number and associated payment information, You agree that Lumifi is authorized to immediately invoice Your account for all fees and charges due and payable to Lumifi as a result of Your activities on the Site that require payment. You agree to immediately notify Lumifi of any change in Your invoicing address or the credit card or other method used for payment hereunder. Lumifi uses third-party processing companies (including credit card processing companies) for billing and payment purposes. These third parties may store or retain certain of Your Personal Information (as defined in the Privacy Policy) necessary to process such payments. These third parties do not have any right to use the Personal Information Lumifi provides to them beyond what is necessary to assist Lumifi in processing payments.

CONTENT VIEWABLE VIA THE SITE

Certain areas of the Site may allow you to post content that can be accessed and viewed by others, including the general public. You may only post content on these areas that you created or that you have permission to post and to disclose to the general public (or to Lumifi and to the users with whom You share the content you submit via the Site). You may not post content that violates the terms of use of this Site as set forth in this Agreement. By submitting content to the Site, you grant us a perpetual, irrevocable, worldwide right and license to use, copy, display, perform, distribute, adapt and promote this content in any medium, including for purposes of archiving and uploading content You submit in connection with Our provision of the features and functions of the Site to You.

You take sole and complete responsibility for any content You submit via the Site in any form, including without limitation comments, feedback, data, information, presentations, graphics, photos, videos, and other communications. You represent and warrant that You will not upload, submit or otherwise transmit any content that (i) You do not own or to which You do not have the written permission of the owner to upload to the Site, (ii) in any way infringes on the rights of third parties, or (iii) is in any way pornographic, libelous, profane, abusive, harassing, obscene, racist, hateful or invades the privacy rights of another. You represent and warrant that You have sufficient rights to any and all content You submit via the Site to (i) grant the licenses granted to Lumifi in these Terms of Use, and (ii) share such content with other users via the Site as contemplated in these Terms of Use. You represent and warrant that You have the permission of those individuals or entities whose information appears in the content You submit via the Site and that You have obtained the necessary permissions to disclose such information to the general public, and to show any trademarks via the Site that may appear in Your content. You are solely responsible for retaining Your own backup copies of any content. You acknowledge and agree that upon termination of these Terms of Use between Lumifi and You (either by You or by Lumifi), that (a) Your access to any content on the Site including content submitted by You will cease immediately; and (b) Lumifi will use commercially reasonable efforts to delete or otherwise destroy the content You submitted via the Site within thirty (30) days following such termination.

Though We expect all users to adhere by Our content policies in this Agreement, You may be exposed to content via the Site that is otherwise offensive through the use of the Site. You use the Site at Your own risk. You agree that Lumifi is not liable for content that is provided by others. We take no responsibility for Your exposure to content on the Site whether it violates our content policies or not. You understand that the information and opinions in content uploaded by third parties represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect Our belief.

You understand and agree that Lumifi makes no representation about the selection of content submitted by users that is available via the Site, we make no representation that Lumifi discloses all submitted content, or that the content posted via the Site represent an exhaustive representation of what Lumifi receives via the Site. Further, Lumifi makes no representations or warranties about any and all editorial content on the Site. Opinions on the Site are not to be construed as assertions of fact.

Lumifi has no duty to pre-screen content available via the Site, but we reserve the right to refuse to post or to redact content at our discretion. We reserve the right to remove content for any reason, but we are not responsible for any failure or delay in removing such material.

TRADEMARKS

LUMIFI, ENLIGHTEN YOUR RESEARCH, the Firefly Design and other Lumifi graphics, logos and designs displayed on the Site are trademarks, service marks or trade dress of Lumifi in the U.S. and/or other countries. You may not use Lumifi trade/service marks or trade dress in connection with any product or service in any manner that is likely to cause confusion.

COPYRIGHT INFRINGEMENT NOTIFICATION

If You believe that Your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please contact us to report possible copyright infringement including the following information to: Lumifi Copyright Agent, , 8601 LaSalle Road, Suite 100, Towson, MD 21286.

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that You claim has been infringed;
A description of where the material that You claim is infringing is located on the Site;
Your address, telephone number, and email address;
A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by You, made under penalty of perjury, that the above information in Your notice to Us is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

YOUR INDEMNIFICATION OBLIGATION

Upon Our request, You agree to defend, indemnify, and hold harmless Lumifi, and our respective employees, contractors, officers, directors, and agents from all liabilities, claims and expenses, including attorney’s fees that arise from your use or misuse of the Site, including without limitation any and all content You submit via the Site or that is otherwise submitted via the Site using your user account. Lumifi reserves the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will cooperate with Lumifi in asserting any available defenses.

PRIVACY POLICY

The terms and conditions governing collection and handling of any information You submit while using the Site are contained in a separate Lumifi Privacy Policy agreement available at http://www.lumifi.com/lumifi/privacy.htm (the “Privacy Policy”). The Privacy Policy and other policies posted to the Site governing acceptable use and of the Site and/or content and services available are incorporated by reference in this Agreement and You agree to abide by all such policies, which Lumifi may modify in its discretion, and by all applicable laws and regulations. Changes to such policies are effective when posted to the Site.

DISCLAIMERS; LIMITATION OF LIABILITY

CONTENT, PRODUCTS, SERVICES, FEATURES AND FUNCTIONS OF THIS SITE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS, AND LUMIFI MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE SITE, ITS CONTENTS, FEATURES OR FUNCTIONS, FOR ANY PURPOSE. LUMIFI DOES NOT WARRANT THAT THE CONTENT, FEATURES AND FUNCTIONS AVAILABLE ON THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT ACCESS TO THE SITE WILL BE UNINTERRUPTED OR ERROR FREE. LUMIFI DOES NOT WARRANT THAT ITS HARDWARE OR SOFTWARE OR ANY PORTION THEREOF WILL BE FULLY PROTECTED AGAINST MALFUNCTIONS OR SECURITY BREACHES. YOU SHOULD IN NO WAY RELY ON THE ACCURACY OR TIMELINESS OF ANY CONTENT AVAILABLE VIA THE SITE; THE CONTENT AVAILABLE VIA THE SITE IS NOT CONSIDERED ADVICE AND IS USED SOLELY AT YOUR OWN RISK. YOU SHOULD NOT MAKE ANY DECISIONS BASED ON OR IN RELIANCE UPON ANY CONTENT ACCESSED VIA THIS SITE, AND LUMIFI DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR SUCH ACTIVITIES UNDER ANY CIRCUMSTANCES.

EXCEPT AS MAY BE OTHERWISE AGREED IN WRITING BETWEEN YOU AND LUMIFI, LUMIFI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY. EXCEPT AS MAY BE OTHERWISE AGREED IN WRITING BETWEEN YOU AND LUMIFI, IN NO EVENT WILL LUMIFI BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE LUMIFI SERVICES OR SOFTWARE, OR FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST DATA, OR OTHER LOSSES, EVEN IF LUMIFI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT THE ABOVE LIMITATION IS NOT ENFORCEABLE IN WHOLE OR IN PART FOR ANY REASON, LUMIFI SHALL IN NO EVENT BE LIABLE ON ANY GROUND FOR MORE THAN TEN DOLLARS ($10.00 USD).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS MAY NOT APPLY TO YOU.

MISCELLANEOUS

This license constitutes the entire agreement between Lumifi and You with respect to Your rights to access and use the Site. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware. Any dispute arising out of this Agreement shall be adjudicated exclusively in the state or federal courts of the State of Delaware, and You consent to personal jurisdiction and venue therein. If any provision of this Agreement is invalid or unenforceable for any reason in any jurisdiction, such provision shall be construed to have been adjusted to the minimum extent necessary to cure such invalidity or unenforceability. The invalidity or unenforceability of one or more of the provisions contained in this Agreement shall not have the effect of rendering any such provision invalid or unenforceable in any other case, circumstance or jurisdiction, or of rendering any other provisions of this Agreement invalid or unenforceable whatsoever. You may not assign, sublicense or otherwise transfer any of Your rights hereunder, nor delegate any of Your duties hereunder. Lumifi may freely assign, sublicense or transfer its rights or delegate its duties hereunder without notice to You. The headings in this Agreement are inserted merely for the purpose of convenience and shall not affect the meaning or interpretation of this Agreement. No waiver by Lumifi under this Agreement shall be valid or binding unless set forth in writing and duly executed by Lumifi. Any such waiver shall constitute a waiver only with respect to the specific matter described therein and shall in no way impair the rights of Lumifi in any other respect or at any other time. Any delay or forbearance by Lumifi in exercising any right hereunder shall not be deemed a waiver of that right. The Parties to this Agreement are independent contractors. Except as otherwise expressly provided herein, nothing herein creates any joint venture, partnership, agency, employment, fiduciary or other relationship between You and Lumifi, and neither party is authorized to make contracts or commitments in the name of or on behalf of the other without the other party's prior written approval.