Effective: November 19, 2020
This Master Subscription Agreement describes your rights and responsibilities when using Lumavate’s low-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 or 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 or Statement of Work 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.
“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, and information contained in an URL or policy referenced in this Master Subscription Agreement and/or Documentation.
“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.
“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.
“Feature” is a backend tool within the Lumavate Library that can be used within Lumavate Hosted Apps. For example, a Feature could store data from a form submission, sending an SMS or email, integrate with a CRM, 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 Platform Premium Support subscriptions online. 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).
“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.
“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.
“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.
“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.
“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.
If Lumavate fails to meet the Uptime Commitment for two (2) consecutive calendar months or fails to meet the Uptime Commitment for any three (3) calendar months within any twelve (12) month period, then by notice given within thirty (30) days after the end of the month which triggered Customer’s right of termination, Customer may terminate this Customer Agreement, and receive a refund of any pre-paid fees for periods after the effective date of termination. The provisions of this Service Level Agreement state Customer’s sole and exclusive remedy for any service level deficiencies of any kind.