Master Services Agreement
Last updated on November 3, 2025
LUMOS AI LABS, CORP.
This Master Services Agreement is entered into by and between Lumos AI Labs, Corp. (“Lumos AI Labs”) ("Lumos AI Labs") and the entity or person placing an order for or accessing any Services ("Customer" or "you"). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Customer" reference your company. Please note that if you sign up for the Services using an email address from your employer or another entity, then (1) you will be deemed to represent such party, (2) your acceptance will bind your employer or that entity to these terms, and (3) the words “Customer”, “you” or “your” in this Agreement will refer to your employer or that entity. This Agreement permits Customer to purchase subscriptions to online software-as-a-service products and other services from Lumos AI Labs pursuant to any Order Forms and sets forth the basic terms and conditions under which those products and services will be delivered.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
THE SERVICES
1.1 Cloud Service. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Lumos AI Labs grants to Customer a limited, non-sublicensable, non-transferable (except as expressly set forth in the Agreement), non-exclusive right to access and use the Cloud Service during the Term for its lawful internal business purposes and not for the benefit of any other person or entity, solely in the form provided by Lumos AI Labs and as permitted by the functionalities provided by Lumos AI Labs therein.
1.2. Software. Subject to the terms and conditions set forth in this Agreement and the applicable Order Form, Lumos AI Labs grants to Customer a limited, non-sublicensable, non-transferable (except as expressly set forth in the Agreement), non-exclusive right to install the Software, in object code form only, in accordance with the Documentation and the applicable Order Form in each case solely for Customer’s internal business purposes and not for the benefit of any other person or entity, solely in the form provided by Lumos AI Labs and as permitted by the functionalities provided by Lumos AI Labs therein.
1.3. Customer Chosen Third-Party Products. The Subscription Services may interoperate with certain Customer Chosen Third-Party Products. Such Customer Chosen Third-Party Products are not under Lumos AI Labs’ control, and Lumos AI Labs makes no representations or warranties with respect to, is not responsible or liable for, and does not endorse any Customer Chosen Third-Party Products. Customer and its Authorized Users use all such Customer Chosen Third-Party Products at their own risk and will need to make their own independent judgment regarding any interaction or interoperation between them and the Subscription Services. Customer and its Authorized Users use all Customer Chosen Third-Party Products subject to agreements and policies (including privacy policies) between Customer and the providers of such Customer Chosen Third-Party Products. Customer acknowledges and agrees that it is Customer’s sole responsibility to review and comply with such agreements and policies.
1.4. Deliverables. Subject to Customer’s compliance with this Agreement, Lumos AI Labs hereby grants Customer, during the Term, a limited, non-exclusive, non-transferable license to use and reproduce the Deliverables solely for Customer’s internal business operations in connection with Customer’s related authorized use of the Subscription Services.
1.5. Expert Placement Services. If Customer has purchased Expert Placement Services under an Order Form, then the additional terms in Exhibit B shall apply to such Expert Placement Services.
1.6. Beta Services. Customer may choose to use Beta Services in its sole discretion. Notwithstanding anything to the contrary in this Agreement or otherwise: (a) Beta Services may not be supported and may be changed or terminated at any time without notice; (b) Beta Services may not be as reliable or available as the Services; (c) Beta Services have not been subjected to the same security requirements, measures, and auditing as the Services; (d) Beta Services constitute Lumos AI Labs’s Confidential Information; and (e) BETA SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, INDEMNITY OR SUPPORT AND LUMOS AI LABS’S LIABILITY FOR BETA SERVICES WILL NOT EXCEED FIFTY DOLLARS (US $50).
DATA USE AND LICENSES.
2.1. Customer Ownership. Except for the limited rights expressly granted to Lumos AI Labs hereunder, Customer retains all rights, title and interest in and to all Customer Data, including without limitation all related intellectual property rights inherent therein. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data. Customer shall ensure that it is entitled to transfer the relevant Customer Data to Lumos AI Labs so that Lumos AI Labs and its service providers may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer’s behalf.
2.2. Authorization. Customer grants Lumos AI Labs a nonexclusive, worldwide, royalty-free right to reproduce, display, adapt, modify, transmit, distribute and otherwise use the Customer Data (a) to maintain, provide, and improve the Subscription Services under this Agreement; (b) to prevent or address technical or security issues and resolve support requests; (c) at Customer's direction or request, including processing initiated by Users through their use of the Platform; and (d) as otherwise required by applicable law. No rights to the Customer Data are granted to Lumos AI Labs hereunder other than as expressly set forth in this Agreement.
2.3. Lumos AI Labs Ownership. All rights and title in and to the Platform, the Subscription Services, Aggregate Data, Deliverables, Lumos AI Labs Materials and Documentation, including all enhancements, derivatives, and improvements to the foregoing and all Intellectual Property Rights inherent therein, belong exclusively to Lumos AI Labs and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement. Lumos AI Labs is constantly innovating in order to provide the best possible experience for its customers. Customer acknowledges and agrees that the form and nature of the Subscription Services that Lumos AI Labs provides may be modified from time to time without prior notice to Customer, provided that the overall functionality of the Subscription Services is not materially decreased.
2.4. Artificial Intelligence Features. The Subscription Services may include certain features, that use or leverage applications, software, products, or services provided by Lumos AI Labs or third parties that utilize artificial intelligence related technology, including large language models, algorithms and models, and machine learning related technology (collectively, “AI Features”). Customer agrees that Customer is solely responsible for its use of AI Features. Customer acknowledges and agrees that Customer Data will be transmitted to and processed by such AI Features, that in response the AI Features may generate suggested text, information, analyses, results, content, recommendations, and other materials (collectively, “Output”), and that, given the probabilistic nature of artificial intelligence technology, the Output may be inaccurate or inappropriate in response to the input provided. Accordingly, all Output is provided “as is” and with “all faults”, and Lumos AI Labs makes no representations, warranties, or covenants of any kind or nature with respect to any of the AI Features or any Output, including with respect to accuracy, completeness, truthfulness, timeliness, or suitability. Customer agrees that all decisions made in reliance on any Output are made at Customer’s and Users’ own risk and that Lumos AI Labs shall have no responsibility or liability arising therefrom. Customer agrees that the Output does not constitute medical, legal, accounting, or other advice of a certified or qualified professional. Customer is solely responsible for evaluating the accuracy, completeness, and suitability of the Output for Customer’s use cases, and subjecting the Output to appropriate quality control procedures, including human review and verification. Customer acknowledges that other users of the Subscription Services or similar Subscription Services may provide similar or identical input thereto and may receive Output that is similar or identical to that of Customer. Customer acknowledges and agrees that the use of AI Features, including the transmission of certain Customer Data to any third-party providers thereof, is an integral and necessary part of Lumos AI Labs’ delivery of the Subscription Services.
2.5. Business Associate Addendum. The parties may mutually agree for Customer to provide Lumos AI Labs with protected health information (“PHI”), in which case the Business Associate Addendum (“BAA”)shall apply. Except for mutually agreed upon PHI, Customer shall not provide Lumos AI Labs with any Personal Data or Customer Data that is subject to heightened security requirements by law or regulation or contract (examples include but are not limited to the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), the Child’s Online Privacy Protection Act (COPPA), the standards promulgated by the PCI Security Standards Council (PCI-DSS), and their international equivalents (collectively, “Restricted Data”). Lumos AI Labs shall have no responsibility or liability for the Restricted Data.
RESTRICTIONS, RESPONSIBILITIES AND RIGHTS
3.1. Customer Restrictions. Customer shall not (and will not allow any third party to): (i) modify, copy, display, republish or create derivative works based on the Subscription Services; (ii) act as a reseller or distributor of, or a service bureau for, the Subscription Services or otherwise use, exploit, make available or encumber the Subscription Services to or for the benefit of any third party; (iii) reverse engineer the Subscription Services; (iv) access or use the Subscription Services without the prior written consent of Lumos AI Labs if Customer is or becomes a direct competitor to Lumos AI Labs or its affiliates; (v) share access, use, or information about the Subscription Services with a direct competitor of Lumos AI Labs; (vi) access the Subscription Services in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Subscription Services; (v) use the Subscription Services to send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (vi) use the Subscription Services to post or send infringing, obscene, threatening, libelous, or otherwise unlawful material; (vii) use the Subscription Services to access blocked Subscription Services in violation of applicable laws; (viii) upload to the Subscription Services or use the Subscription Services to send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (ix) use the Subscription Services to run automated queries to web sites; (x) use manual or automated software, devices, robots, spiders, or other processes to “crawl” or “spider” or to retrieve, index, “scrape”, “data mine” or in any way gather information, content or other materials from the Subscription Services in an unauthorized manner or reproduce or circumvent the navigational structure or presentation of the Subscription Services; (xi) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (xii) attempt to gain unauthorized access to the Subscription Services or its related systems or networks; (xiii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Subscription Services; or (xiv) without the express prior written consent of Lumos AI Labs, conduct any benchmarking or comparative study or analysis involving the Subscription Services for any reason or purpose except, to the limited extent absolutely necessary, to determine the suitability of the Subscription Services to interoperate with Customer’s internal systems. In addition, Customer agrees that it shall (a) only permit access to the Subscription Services by Users; and (b) not access or use the Subscription Services from an embargoed nation or any other country/region that becomes an embargoed nation, in violation of applicable export compliance laws.
3.2. Customer Responsibilities.
3.2.1. Customer agrees and understands that (i) it is responsible for all activity of Users and for Users’ compliance with this Agreement; (ii) it shall: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; (b) prevent unauthorized access to, or use of, the Subscription Services, and notify Lumos AI Labs promptly of any such unauthorized access or use; and (c) comply with all applicable laws in using the Subscription Services. The Subscription Services shall not include Customer’s access connection to the Internet or any equipment necessary for Customer to make such connection, which shall be Customer’s sole responsibility. Customer shall be responsible for supplying Lumos AI Labs with any technical data and other information Lumos AI Labs may reasonably request to allow Lumos AI Labs to provide the Subscription Services to Customer. Customer represents that it has obtained all consents necessary for Customer and Users to use the Subscription Services.
3.2.2. Customer shall provide Lumos AI Labs with complete and accurate account, billing and payment information and keep such information up to date during the Term. Customer agrees not to provide any person or entity with access to the Subscription Services using Customer’s access credentials or other security information except as permitted under this Agreement and shall prevent Users from sharing their Lumos AI Labs account access credentials with any other party, including any other Customer employee or third-party contractor. Customer is responsible for maintaining the security and confidentiality of all access credentials associated with Customer’s account. If Customer becomes aware of any unauthorized or illegal use of Customer’s account, Customer shall immediately notify Lumos AI Labs.
3.3. Lumos AI Labs Rights.
3.3.1. Lumos AI Labs reserves the right to suspend Customer’s access to the Subscription Services in the event (a) Lumos AI Labs believes Customer’s use of the Subscription Services represents an imminent threat to Lumos AI Labs’s users or network, (b) of Customer’s breach or violation of any laws or regulations applicable to Customer’s use of the Platform or Subscription Services or Customer’s uncured material breach of the Agreement, or, (c) if so directed by a court or competent authority. In such cases, Lumos AI Labs will (i) suspend such the Subscription Services only to the extent reasonably necessary to prevent harm to Lumos AI Labs’s users or network; (ii) use its best efforts to promptly contact Customer and give Customer the opportunity to change the configuration of its server(s) accordingly and/or work with Customer to resolve the issues causing the suspension of such the Subscription Services; and (iii) reinstate any suspended the Subscription Services promptly after the issue is abated. Without limiting the foregoing, Lumos AI Labs reserves the right to manage bandwidth or route traffic across the Internet in a commercially optimal way, provided such actions do not compromise Lumos AI Labs’s obligations regarding the Customer Data.
3.3.2. Lumos AI Labs shall have the right to (i) remove or limit distribution of Customer Data that Lumos AI Labs deems reasonably necessary or appropriate if Lumos AI Labs concludes that any Customer Data violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any individual or could create liability for Lumos AI Labs; (ii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal use of the Subscription Services; and (iii) terminate or suspend Customer’s access to all or part of the Subscription Services for any violation of this Agreement. Notwithstanding the foregoing, Lumos AI Labs is not obligated to review Customer Data before it is provided or transmitted by Customer. Accordingly, Lumos AI Labs assumes no liability for any action or inaction regarding transmissions, communications or content provided by Customer, User or third party.
3.3.3. Lumos AI Labs shall have the right to (i) use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Services; (ii) utilize any information provided by Customer relating to the Services to the extent necessary to comply with any legal requirements; and (iii) utilize Aggregate Data to develop, protect and improve the Services.
FEES; PAYMENT TERMS
4.1. Fees. Customer shall pay Lumos AI Labs the Fees set forth in an Order Form in accordance with this Section. Customer agrees and understands that if Customer does not pay Lumos AI Labs the Fees due for the Services within the agreed time period, Lumos AI Labs reserves the right to suspend Customer’s access and use of the Services until such Fees are paid as provided in Section 4.3. If Customer believes that Lumos AI Labs has billed Customer incorrectly, Customer must contact Lumos AI Labs no later than thirty (30) days after the invoice date on the invoice in which the error or problem appeared, in order to receive an adjustment or credit (if applicable).
4.2. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Lumos AI Labs's income.
4.3. Payment. Unless otherwise provided in an Order Form, Customer shall pay all Fees within thirty (30) days after the date of the invoice therefor. Customer shall make all payments hereunder in U.S. dollars by the payment method specified in the Order Form. Customer shall make payments to the account specified in the applicable Order Form or such other account as Lumos AI Labs may specify in writing from time to time. If Customer is paying Fees using a credit card or any digital payment method supported by Lumos AI Labs, Customer authorizes Lumos AI Labs to charge Customer’s account for the Services using that payment method. Customer must keep all information in its billing account current to ensure that all Fees are charged to the appropriate account and are timely paid. If Customer notifies Lumos AI Labs to stop using a previously designated payment method and fails to designate an alternative, Lumos AI Labs may immediately suspend use and access to the Services. Any notice from Customer changing its billing account will not affect charges Lumos AI Labs submits to Customer’s billing account before Lumos AI Labs reasonably can act on Customer’s request. Notice (including email) from Lumos AI Labs’ third-party credit card processor declining Customer’s credit card or otherwise relating to Customer’s account will be deemed valid notice from Lumos AI Labs.
4.4. Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available, Lumos AI Labs may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law. If such failure continues for five (5) days following written notice thereof, Lumos AI Labs may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer by reason of such suspension.
CONFIDENTIAL INFORMATION
5.1. Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information or the circumstances of disclosure, including without limitation the terms and conditions of this Agreement (including pricing and other terms reflected in the Order Form hereunder), the Customer Data, Software, Lumos AI Labs Materials, and each party’s respective business and marketing plans, technology and technical information, product designs, and business processes. The obligations in this Section shall not apply to any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without an obligation of confidentiality; (iii) was independently developed by the Receiving Party without the use of or reference to the Confidential Information of the Disclosing Party; or (iv) is lawfully received from a third party without breach of any obligation owed to the Disclosing Party and without an obligation of confidentiality.
5.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Either party may disclose Confidential Information to its personnel and agents who are subject to confidentiality obligations at least as restrictive as those of this Agreement. Receiving Party will use at least the same level of care to prevent unauthorized use of the Confidential Information as it uses for its own confidential and proprietary information of like kind, but in no event less than a reasonable standard of care.
5.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure, to the extent legally permitted, and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
5.4. Remedies. If the Receiving Party breaches this Section, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts.
TERM AND TERMINATION
6.1. Agreement Term. The term of this Agreement shall commence on the Effective Date and continue until all Order Forms entered into hereunder have expired or been terminated. Unless otherwise set forth in the applicable Order Form, this Agreement and any Order Forms will automatically renew for successive periods of one (1) year, unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to the end of the then-current term. Unless otherwise provided for in the applicable Order Form, Lumos AI Labs reserves the right to increase fees for any renewal terms upon prior advance notice to Customer.
6.2. Termination for Material Breach. Either party may terminate this Agreement (i) if the other party materially breaches any terms and conditions of this Agreement and does not cure such breach within thirty (30) days of receiving notice of such breach; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Notwithstanding the foregoing, this Agreement and any Order Form shall terminate automatically in the event Customer has breached any license restriction set forth in Sections 1 or 2 and, in Lumos AI Labs’s determination, that breach cannot be adequately cured. If Customer terminates this Agreement for Lumos AI Labs’s uncured material breach, Lumos AI Labs will refund Customer, on a pro-rated basis, any pre-paid Fees for any Services not received.
6.3. Effect of Termination. Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer shall terminate immediately. The following provisions shall survive the termination of this Agreement and all Order Forms: Section 2.1 (Customer Ownership), Section 2.3 (Lumos AI Labs Ownership), Section 3 (Restrictions, Responsibilities and Rights), Section 4 (Fees; Payment Terms), Section 5 (Confidential Information), Section 6.3 (Effect of Termination), Section 7 (Indemnity), Section 8 (Disclaimer; Limitation of Liability), Section 9 (Definitions), Section 10 (General Provisions) and Exhibit B (Expert Placement Services Addendum). Upon termination, Lumos AI Labs shall also promptly delete any Customer Content upon Customer’s written request. Any data deleted may remain in immutable electronic backups maintained by Lumos AI Labs and used purely for backup, disaster recovery and data protection purposes.
INDEMNITY
7.1. Customer Indemnity. Lumos AI Labs will indemnify and hold Customer harmless from and against any third-party claim against Customer alleging that Customer’s use of the Subscription Services as permitted hereunder infringe or misappropriate a third party’s valid U.S. patent, copyright, trademark or trade secret. Lumos AI Labs shall, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Lumos AI Labs for such defense. If the Subscription Services, or parts thereof, become, or in Lumos AI Labs’s opinion may become, the subject of an infringement claim, Lumos AI Labs may, at its option: (a) procure for Customer the right to continue using the Subscription Services as set forth herein; (b) replace or modify the Subscription Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Lumos AI Labs, terminate this Agreement and refund Customer, on a pro-rated basis, any pre-paid Fees for any Subscription Services not received. This Section 9.1 states Lumos AI Labs’s entire liability and Customer’s sole remedy with respect to any infringement of intellectual property rights by the Subscription Services.
7.2. Exceptions. Lumos AI Labs will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by any of the following “Customer-Controlled Matters”: (i) compliance with designs, data, instructions or specifications provided by Customer; (ii) modification of the Subscription Services by anyone other than Lumos AI Labs or its authorized agents; (iii) the combination, operation, or use of the Subscription Services with other hardware or software not provided by Lumos AI Labs or its authorized agents where the Subscription Services would not by itself be infringing; (iv) continued use of the allegedly infringing Service after being provided non-infringing alternative or after Lumos AI Labs has terminated the Agreement in accordance with Section 9.1 above; (v) Customer Data or Customer’s use of any Output; (vi) Customer’s instructions, requirements or specifications, or (vii) any breach of Customer’s obligations under this Agreement.
7.3. Lumos AI Labs Indemnity. Customer will indemnify and hold Lumos AI Labs harmless from and against any third-party claim against Lumos AI Labs that is subject to Section 8.2 above or arising from or related to (i) Customer’s violation of Section 3 of this Agreement or (ii) any Customer-Controlled Matters.
7.4. Process. The indemnification obligations in this Section shall be subject to the indemnified party: (i) promptly notifying the indemnifying party in writing upon receiving notice of any threat or claim of such action; (ii) giving the indemnifying party exclusive control and authority over the defense and/or settlement of such claim (provided any such settlement unconditionally releases the indemnified party of all liability); and (iii) providing reasonable assistance requested by the indemnifying party, at the indemnifying party’s expense.
Disclaimer; LIMITATION OF LIABILITY
8.1. Disclaimer. ALL SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER. LUMOS AI LABS EXPRESSLY DISCLAIMS, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE; AND LUMOS AI LABS MAKES NO WARRANTY REGARDING NONINTERRUPTION OF USE OR FREEDOM FROM BUGS, AND MAKES NO WARRANTY THAT SERVICES WILL BE ERROR-FREE.
8.2. Waiver of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS AND LOST SAVINGS, HOWEVER CAUSED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
8.3. Limitation of Monetary Damages. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT OR ANY ORDER FORM, LUMOS AI LABS TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT AND ANY ORDER FORM SHALL BE LIMITED TO THE TOTAL AMOUNTS PAID TO AND RETAINED BY LUMOS AI LABS UNDER THE APPLICABLE ORDER FORM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENT(S) GIVING RISE TO SUCH LIABILITY.
8.4. Applicability. THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN WILL APPLY ONLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW. NOTHING HEREIN PURPORTS TO LIMIT EITHER PARTY’S LIABILITY IN A MANNER THAT WOULD BE UNENFORCEABLE OR VOID AS AGAINST PUBLIC POLICY IN THE APPLICABLE JURISDICTION.
DEFINITIONS. Capitalized terms not otherwise defined in this Agreement shall have the respective meanings assigned to them in this Section 9.
9.1. “Affiliate” means, with respect to a party, any entity which directly or indirectly Controls, is Controlled by, or is under common Control with such party.
9.2. “Aggregate Data” means any means any data that is derived or aggregated in deidentified form from Customer Data or Customer and/or any Users’ use or operation of the Subscription Services, including any hardware metrics, software event logs, globally unique identifiers for files, usage data or trends with respect to the Subscription Services.
9.3. “Agreement” means this Master Services Agreement, any Order Forms, and any attachments, linked policies or documents referencing the foregoing.
9.4. “Beta Services” means services or features identified as “alpha,” “beta,” “preview,” “early access,” or “evaluation,” or words or phrases with similar meanings.
9.5. “Cloud Service” means any Lumos AI Labs hosted and deployed software-as-a-service offering and all related features, user interfaces, and components thereof, as described in the Documentation and ordered by Customer on an Order Form. For the purposes of this Agreement, Cloud Service includes the Documentation but expressly excludes Customer Data, Expert Placement Services, Beta Services, and Customer Chosen Third-Party Products.
9.6. “Control” means 50% or greater voting power, or otherwise having the power to govern the financial and the operating policies or to appoint the management of an organization.
9.7. “Customer Chosen Third-Party Product” means a product, service, application, functionality, or content that is provided by a third-party or by Customer and that Customer or any of its Authorized Users chooses to interoperate or use in connection with the Subscription Services.
9.8. “Customer Data“ means all data submitted, imported, or made available to the Subscription Services by or on behalf of Customer or its Users.
9.9. “Deliverables” means all works of authorship, software, scripts, databases, formulas, algorithms, designs, labeled data, datasets, results, reports and inventions that Lumos AI Labs provides, delivers, makes available, authors, makes, conceives, reduces to practice, develops, or otherwise creates, either alone or jointly with others, in connection with its performance of Subscription Services.
9.10. “Documentation” means Lumos AI Labs's user guides and other end user documentation for the Subscription Services made available by Lumos AI Labs to its customers generally.
9.11. “Effective Date” means the earlier of (a) Customer's initial access to the Subscription Services (as defined below) through any online provisioning, registration or order process or (b) the effective date of the first Order Form referencing this Agreement.
9.12. “Expert Placement Subscription Services” means any services as set forth in the applicable Order Form involving the recommendation and placement of experts.
9.13. “Fees” means any fees payable for the Subscription Services under the Order Form.
9.14. “Force Majeure Event” means an event which is unforeseeable, beyond the control of the party affected, and cannot be remedied by the exercise of reasonable diligence, including without limitation: acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes, computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Lumos AI Labs's possession or reasonable control, and denial of service attacks.
9.15. “Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the law of the United States or any other state, country or jurisdiction.
9.16. "Lumos AI Labs Materials" means all software, documentation and systems and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by Lumos AI Labs in connection with the Subscription Services or otherwise comprise or relate to the Subscription Services or the Platform. Lumos AI Labs Materials do not include Customer Data.
9.17. “Order Form” means an order confirmation, online registration or any other ordering document executed or otherwise accepted (e.g., through an electronic click-through acceptance mechanism) by Customer and Lumos AI Labs that references this Master Services Agreement and that specifies the products or services purchased by Customer or any of its Affiliates pursuant to such ordering document, including any supplements or addenda thereto. Order Forms do not include any Customer-provided purchase order terms.
9.18. “Personal Data” means any information that identifies or that can be used to identify any specific individual and is protected under applicable privacy laws, rules and regulations.
9.19. “Platform” means Lumos AI Labs’s proprietary platform of servers, software and technology used to provide the Subscription Services.
9.20. “Services” means, as applicable under the relevant Order Form, the Subscription Services, Expert Placement Services and/or Beta Services.
9.21. “Subscription Services” means the Software, Cloud Service, Support Services as ordered by Customer under an Order Form.
9.22. “Software” means the object code version of any distinct Lumos AI Labs proprietary software not hosted by Lumos AI Labs ordered by Customer as set forth on an Order Form, but expressly excluding any software obtained by Customer under an open source license independent of the Agreement.
9.23. “Support Services” means the service level and support services ordered by Customer under the applicable Order Form for, as applicable, the Cloud Service and/or Software, as further described Exhibit A.
9.24. “Users” means employees, agents, consultants or other representatives authorized by Customer to access or use the Subscription Services.
. GENERAL PROVISIONS
10.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
10.2. Notices. Lumos AI Labs may give general notices related to the Services that are applicable to all customers by email or through the Platform. All other notices required to be sent hereunder will be in writing and will be effective upon (i) personal delivery, or (ii) the second business day after mailing, in each case addressed as follows: if to Lumos AI Labs at 462 Filbert St, San Francisco, CA 94133, to the attention of Legal Department, and, if to Customer, to Customer’s address on record in Lumos AI Labs’s account information, or to such other address or individual as the parties may specify from time to time by written notice to the other party.
10.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.
10.5. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including any Order Forms), without the consent of the other party, to (i) an Affiliate; or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Lumos AI Labs may use third-party subcontractors who are subject to contractual obligations no less protective than those of this Agreement, as applicable.
10.6. Publicity. Lumos AI Labs may use Customer’s name, logo, and trademarks to identify Customer as a Lumos AI Labs customer of the Services, including on Lumos AI Labs’ public website and any marketing materials. Lumos AI Labs agrees that any such use shall be subject to Lumos AI Labs complying with any written guidelines that Customer may deliver to Lumos AI Labs regarding the use of its name and shall not be deemed Customer’s endorsement of the Services. Customer also agrees to participate in a case study regarding its use of the Services during the first year of this Agreement.
10.7. Governing Law. This Agreement and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of California, without giving effect to its conflicts of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act. Any legal suit, action or proceeding arising out of or related to this Agreement or the Services shall be instituted exclusively in the federal courts of the United States or the courts located in San Francisco County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
10.8. Force Majeure. Except for payment obligations, neither party shall be liable for delay or non-performance of its obligations hereunder (or part thereof) if the cause of delay or non-performance is due to a Force Majeure Event. The party affected shall be relieved from its obligations (or part thereof) as long as the Force Majeure Event lasts and hinders the performance of said obligations (or part thereof). The party affected shall promptly notify the other party and make reasonable efforts to mitigate the effects of the Force Majeure Event.
10.9. No Third Party Beneficiaries. The parties acknowledge that the covenants set forth in this Agreement are intended solely for the benefit of the parties, their successors and permitted assigns. Nothing herein, whether express or implied, will confer upon any person or entity, other than the parties, their successors and permitted assigns, any legal or equitable right whatsoever to enforce any provision of this Agreement.
10.10. Export Control. The Subscription Services, Lumos AI Labs technology and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. Customer shall not, and shall not permit Users to, access or use the Subscription Services in violation of any U.S. export law or regulation.
10.11. Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. The parties are not relying and have not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. Lumos AI Labs reserves may modify the terms and conditions of this Agreement, effective upon the commencement of any renewal subscription term. Customer will regularly review this Agreement for updates, and continued use of the Services after any such modifications will constitute Customer’s agreement to such modifications. If Lumos AI Labs modifies this Agreement during Customer’s subscription term, and Customer objects to the updated agreement, as Customer’s exclusive remedy, Customer may choose to terminate this Agreement prior to the next renewal term and cease using the Services. Except as expressly provided in the foregoing, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. No terms or conditions set forth on any purchase order, preprinted form or other document shall add to or vary the terms and conditions of this Agreement, and all such terms or conditions shall be null and void.
Exhibit A
Service Level and Support Addendum
Lumos AI Labs will provide support to Customer via both electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of federal holidays (“Support Hours”). Customer may initiate a helpdesk ticket during Support Hours by emailing support@thelumos.ai Lumos AI Labs shall use commercially reasonable efforts to respond to requests received during Support Hours within 24 hours.
Exhibit B
Expert Placement Services Addendum
Expert Assessment and Performance.
a. Customer will assess, screen, and verify any subject matter expert (“Expert”) contractors recommended by Lumos AI Labs. Customer is solely responsible for conducting background checks and onboarding selected Experts, including entering into appropriate Customer policies and non-disclosure and intellectual property agreements directly with the Expert. Lumos AI Labs does not guarantee the performance of any Expert or the accuracy of information provided regarding an Expert.
b. Customer shall be responsible for the day-to-day supervision, direction and control of the Expert in the performance of their duties. Notwithstanding anything to the contrary herein, under no circumstances shall Lumos AI Labs be responsible for or otherwise be liable under this Agreement for any damage, claim, cost or expense made by, or incurred by, Customer which arises from any action or omission of any Expert acting under the supervision or instructions of Customer.Non-Solicitation. During the term of this Agreement and for a period of twenty four (24) months afterwards, Customer agrees not to hire or solicit to hire any Experts sourced through Lumos AI Labs without Lumos AI Labs’ prior written consent. Customer agrees that, in the event it directly hires any such Experts, whether during the term of this Agreement or within twenty-four (24) months following its conclusion, Customer shall pay Lumos AI Labs a lump-sum conversion fee equal to $50,000 USD for each individual Expert. This fee is intended to reasonably compensate Lumos AI Labs for recruitment, training, and opportunity costs associated with the assignment of such Expert.