Effective: January 3, 2022
This Master Subscription Agreement describes your rights and responsibilities when using Lumavate’s no-code platform (“Platform”) and Apps deployed and hosted by Lumavate (“Lumavate Hosted Apps”). Please read it and related documents carefully. If you are a Customer (defined below), this Customer Agreement governs your access to the Platform and Lumavate Hosted Apps. Individuals invited by you to use the Platform are governed by the User Terms of Service.
The applicable provisions of this Customer Agreement govern regardless of whether you are using the free trial or free offering of the Platform or are a paid subscriber.
By (1) clicking a box indicating acceptance of this Customer Agreement, (2) selecting a Platform Subscription via the Online Purchasing Portal, (3) executing an Order Form, Statement of Work, or Work Order that references this Customer Agreement, or (4) using free offerings, you agree to the terms of this Customer Agreement and its effective date is based on whichever previous option listed occurs first. An individual accepting this Customer Agreement on behalf of a Company or other Legal Entity represents that he/she has the authority to bind such entity and its affiliates to this Customer Agreement, in which case the term “you” shall refer to such entity and its affiliates. If the individual accepting this Customer Agreement does not have such authority, or does not agree with this Customer Agreement, such individual must NOT accept this Customer Agreement and may not use the Platform.
Lumavate’s direct competitors are prohibited from accessing or using the Platform, except with Lumavate’s prior written consent. In addition, the Platform and Lumavate Hosted Apps may not be accessed by a direct competitor for the purposes of monitoring its availability, performance, functionality, or for any other benchmarking or competitive purpose.
“Confidential Information”means all financial, technical, business, and other information regarding either party or its products or services which is marked as confidential or which a reasonable party knows or should know is proprietary. Confidential Information includes, but is not limited to (a) oral and written information regarding the Platform, any inventions, software, discoveries, developments, formulas, processes, methods, trade secrets, know-how, databases, or innovations developed by or for the disclosing party, and (b) oral and written information which is used in the disclosing party’s business and is proprietary to, about, or created by the disclosing party, including but not limited to financial information, market information, sales information, customer information, personnel information, and marketing strategies designated as confidential by the disclosing party, and not generally known by those not employed by the disclosing party.
"Content"refers to the content management section within the Studio where content is stored such as Forms, Documents, Text, Images, Video, Audio, etc. and can be utilized across multiple apps within the same Studio. Integrations with third-party content management systems (CMS) also are available within the Content section of the Studio. Any updates made to the content are automatically updated in each associated app.
“Custom Domain” refers to a delegated domain or subdomain by a Customer to Lumavate to use for all Lumavate Hosted Apps in a Studio.
“Customer” is the organization that you represent in agreeing to the Customer Agreement. If your Account is being set up by someone who is not formally affiliated with an organization, the Customer is the individual creating the Account.
“Customer Agreement” means this Master Subscription Agreement, Order Form(s) referencing this Master Subscription Agreement, User Terms of Service, and Acceptance Use Policy, and information contained in an URL or policy referenced in this Master Subscription Agreement and/or Documentation.
“Customer Data” means all data supplied by the Customer to Lumavate, stored by the Customer in the Platform, or collected from an App End User via a Lumavate Hosted App.
"Data" refers to the data management section within the Studio where data is managed using Lumavate’s Table Builder or a third-party data source such as Salesforce, HubSpot, etc. All data available in the Data section of the Studio can be used in Form Builder or data visualization Components.
“Feature” is a backend tool within the Lumavate Library that can be used within Lumavate Hosted Apps. For example, a Feature could send an SMS or email, control app end user access to an app, etc.
“Free Plan” refers to a Platform Subscription chosen by the Customer and provided by Lumavate at no cost. The Free Plan is offered at the sole discretion of Lumavate and can be cancelled at any time for any reason with no notice required to the Customer.
“Free Trial” refers to a trial period of a set number of days for a paid Platform Subscription. The number of days and the Platform Subscription offered are at the sole discretion of Lumavate and can be cancelled at any time for any reason with no notice required to the Customer.
“Integrations” refers to any third-party integrations available in the Lumavate Library that allow the Platform User to integrate third-party functionality into their Lumavate Hosted Apps.
“Lumavate Hosted App” means a Progressive Web App (PWA) created using the Platform by the Customer, Customer’s contractors, or by Lumavate through the use of Professional Services. Once created and published using the Platform, the app is hosted for the Customer using Amazon Web Services. A Lumavate Hosted App is not part of the Platform and not warranted by Lumavate.
“Lumavate Library” refers to a collection of Pages, Features, Component Sets, and Starter Kits created and managed by Lumavate. All Customers receive select access to items in the Lumavate Library based on the Customer’s Platform Subscription. The Intellectual Property (IP) of Pages, Features, Component Sets, and Starter Kits in the Lumavate Library are solely owned by Lumavate.
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.
“Online Purchasing Portal” is where Customers can add, modify, or cancel Platform Subscriptions or Professional Services Retainer Hours Subscriptions online. Customers use the Online Purchasing Portal to pay an invoice for their Platform Subscription, Professional Services Retainer Hours Subscription, or One-time Services fee. The Online Purchasing Portal is accessible via the Command Center.
“Online Training” refers to Lumavate’s online documentation which may include written documentation, video tutorials, step-by-step instructions, etc. Training is provided by Lumavate to Customers via the Platform.
“Order Form” refers to a document executed by the Customer and Lumavate that defines the Platform Subscription and any Professional Services purchased by the Customer.
“Pages” refers to the actual pages within a Lumavate Hosted App. Features and Components Sets are often used in conjunction with a Page to provide the visual design or functionality needed for the Lumavate Hosted App. All Lumavate Hosted Apps must have at least one Page.
“Platform” is Lumavate’s low-code platform that consists of the Command Center, Studio, and Lumavate Library. A Customer must have a valid Platform Subscription to access the Platform and Lumavate Hosted Apps.
“Platform Subscription” refers to the subscription chosen by the Customer and provided by Lumavate that is ordered by the Customer under an Order Form, Online Purchasing Portal, or provided to the Customer free of charge. The Platform Subscription includes the term of the subscription, level of Platform access, Platform usage allowances, cost, payment frequency, and payment terms.
“Platform User” means the individual using the Platform to access the Command Center, Studio, or Lumavate Library. Each Platform User has his or her own password protected login to the Platform.
“Professional Services” refers to the services provided by Lumavate or its designated subcontractors as outlined in the applicable Statement of Work (SOW). Professional Services can be delivered one-time or as a recurring retainer hours subscription.
“Progressive Web App (PWA)” refers to the delivery technology used for all Lumavate Hosted Apps created using the Platform. PWAs are accessible by App End Users on mobile, tablet, and desktop.
“Platform Premium Support” refers to a paid support subscription available to Customers on select Platform Subscriptions. It provides email and phone support for the Platform with extended support hours and escalated response times.
“Service Level Agreement (SLA)” means the Service Level Agreement attached as Exhibit A.
“Standard Support”refers to the email only Platform support offered by Lumavate to all Customers. Lumavate’s Standard Support hours are Monday-Friday from 9 a.m. – 5 p.m. ET excluding holidays. Standard Support does not cover Lumavate Hosted Apps.
“Starter Kit” refers to an app template for a predetermined use case that enables Platform Users to quickly create and publish a Lumavate Hosted App within the Platform. Starter Kits are part of the Lumavate Library and available to Customers via select Platform Subscriptions.
“Statement of Work (SOW)” refers to a document included with the Order Form any time Professional Services are purchased by the Customer. The SOW includes details on the Project Approach, Description of Services and Scope, Project Assumptions, Project Timeline, Deliverables, Completion Criteria, Project Change Request Procedure, and Post-Implementation Support. A new Order Form and SOW must be executed for any new Professional Services to be completed by Lumavate on behalf of the Customer.
"Storage" refers to the total amount of content and data storage used within an Account. Each Subscription Plan has an allotment of Storage and usage over these limits requires Customer to increase Storage amounts or upgrade to a higher Platform Subscription.
“Studio” refers to the Lumavate Studio where Platform Users can build, manage, and publish Lumavate Hosted Apps. Each Customer receives one or more Studios based on the Customer’s Platform Subscription.
“Text Messages” refers to the total number of text messages sent and received used within an Account. Each Subscription Plan has an allotment of Text Messages and usage over these limits requires Customer to increase Text Messages amounts or upgrade to a higher Platform Subscription.
“Unique Monthly App End Users” refers to the total number of unique individuals accessing each Lumavate Hosted App in an Account. If an individual accesses the app from multiple devices, an unique monthly app end user is counted per device.
“User Terms of Service” refers to the terms all Customers and Platform End Users are subject to when using the Platform.
EXHIBIT A: SERVICE LEVEL AGREEMENT
Lumavate shall use commercially reasonable efforts to make the Platform generally available twenty-four (24) hours a day, seven (7) days a week at a rate of 99% uptime, (“Uptime Commitment”) except for: (a) planned downtime, which shall conform to the following notification and scheduling guidelines:
For Lumavate Platform updates that affect Lumavate Hosted Apps and require planned downtime:
For Platform updates that do not affect Lumavate Hosted Apps (i.e. Lumavate Command Center, Lumavate Library, or Lumavate Studio updates) that require planned downtime:
(b) any unavailability caused by circumstances beyond Lumavate’s reasonable control, including without limitation, computer, or telecommunications failure or delays involving hardware or software not within Lumavate’s possession or reasonable control, and network intrusions or denial of service attacks; (c) any period of unplanned downtime lasting five (5) minutes or less in which auto recovery systems restore service; or (d) a disruption in the connection between the server on which the Platform is located based on a failure of Customer’s connection to the public Internet or a general failure of the public Internet not related specifically to the Platform’s infrastructure.