LUMI Subscription Terms of Use

Effective as of MAY , 2021

Welcome!

PLEASE READ THESE TERMS CAREFULLY

The LUMI Platform and LUMI Service shall be referred to together as the “Service” The Service is operated by ROLI Ltd. ("we/us/our/ROLI").

These Terms of Use set out the agreement between you and ROLI, so please take some time to read and understand them. By Purchase, installation and/or use of the Service including all features and functionalities, you confirm that you are bound by these Terms of Use. In order to use the Service and access any content, you need to (1) meet the age requirements (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws. You also promise that any registration information that you submit to ROLI is true, accurate, and complete, and you agree to keep it that way at all times. If you do not agree to these Terms of Use, you may not use the Service.

Note: The sale of our ROLI hardware products are governed by our General Terms of Sale here.

Table of Contents

  1. Who can use the Service?

  2. Your LUMI Complete Subscription Terms

  3. Right to use the Service

  4. Disclaimer of Warranty; Limitation of our Liability

  5. Indemnification

  6. Force Majeure

  7. Your Data and Privacy

  8. Governing Law and Jurisdiction

  9. Contact Us

1. Who can use the Service?

a) Eligibility and Age limitations. By registering for an account or otherwise using the Services, you represent that (i) you are at least 16 years of age, or (ii) if you are 13 years or under, you have parent or guardian consent and your parent or legal guardian has reviewed and agreed to this Agreement on your behalf. You accept full responsibility for any unauthorised use of the Services by minors in connection with your account.

b) Registration. Only individuals that have registered for a LUMI account, provided certain information (e.g a valid email address) and have agreed to the LUMI Terms of USE are eligible to use the Service. You agree that you are responsible for maintaining the confidentiality of your login Information. If you suspect that your Login Information and/or account has been accessed or used without your authorization, you must immediately notify ROLI and modify your login Information. You are responsible for any use of the login Information and activity on your Account, including purchases, whether or not authorized by you.

2. Your LUMI Complete Subscription Terms

a) Subscription and Auto-Renewal. Your LUMI Complete Subscription (“Subscription”) includes enrollment into an ongoing/recurring payment plan ("Pre-Paid Period"). The pricing and terms applicable to your Subscription may vary depending on promotions, type of Subscription and the Subscription period you select at the time of purchase. Payment will be charged to your chosen payment method at confirmation of purchase at the start of every new billing period, unless cancelled. We may increase the price of any of our Services at any time and where we do so, we will give you notice in accordance with these Terms of Use. Examples of when we may do this include: our cost of providing the services will increase (such as when we have to pay third parties more for their content); we are introducing new content and services, etc. If you do not wish to accept a price change, you may cancel your Subscription. If you do not cancel your Subscription after the price change takes effect and prior to the start of your new Subscription period, your Subscription will be renewed at the price in effect at the time of the renewal. Without any additional action by you, you authorise us to charge your payment method for these amounts.

b) Free trials. Your Subscription may begin with a fourteen (14) day free trial. We will require you to provide your payment details to start the Trial. By providing such details, you agree that we may automatically begin charging you for the LUMI Membership subscription on the first day following the end of the Trial on a recurring annual basis or another interval that we disclose to you in advance. You can cancel your LUMI Membership at any time before the end of your free trial. IF YOU DO NOT WANT TO INCUR THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE FREE TRIAL

c) Cooling offs. If you sign up for a Subscription, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days starting from the day you sign-up for the relevant service (the "Cooling-off Period") in accordance with the following: If you sign up for a Trial, you agree that the Cooling-off Period for the paid Subscription for which you are receiving a Trial ends fourteen (14) days after you start the Trial. If you don't cancel the paid Subscription before the Trial ends, you lose your right of withdrawal and authorize ROLI to automatically charge you the agreed price until you cancel the paid Subscription.

d) Renewal. Your Subscription will automatically renew at the end of the applicable Subscription period, unless you cancel your Subscription before the end of the then-current Subscription period, after the Cooling-off Period is over (where applicable), or (2) before the end of the current Subscription period, we will not refund any Subscription fees already paid to us.

e) Cancellation. You may cancel your Subscription anytime before activating it. Once fourteen (14) days have passed from the activation date, you may not cancel it unless there is a fault or system incompatibility that cannot be resolved within ninety (90) days of the purchase date. Cancellation will only take effect at the end of your current billing period (or end of your free trial) and you will still be able to access the service until then. We do not refund or provide credit for partially used billing periods.

f) Payment Details. Please note that we use the third party payment processor Stripe (https://stripe.com/gb) to process card payments. ROLI does not store or process any card details on its own servers. Stripe will store the card details used to pay the Subscription fees and will use those same card details to automatically take payment for any Subscription fees in respect of each Renewal Period. You are responsible for keeping your payment details up-to-date and authorise us to continue to charge your card using the updated information. If a payment is not successfully authorised due to expiration, insufficient funds, or otherwise, we may suspend or terminate your Subscription by giving you notice.

g) Codes, Gift Cards, and Other Prepaid Products. If you have purchased or received a code, a gift card, or other pre-paid product enabling you to access Paid Content of the Services (“Code”), your order will automatically terminate at the end of the period specified in the Code. Supplemental terms and conditions provided in connection with the Code may apply to the use of the Services. In case of conflict between this Agreement and such supplemental terms, the supplemental terms shall prevail.

For further detailed information about ROLI’s Return and Transfer Policy, please visit here

3. Right to use the Service

a) Rights we give to you. Our Services and their content are the property of ROLI or its licensors. Subject to certain limitations as described herein, you are granted the right to use the Service, as well as access and use applications, music, videos, pictures, instructional or other material or content available through the Service (collectively, “Service Content”).

b) License to the Service. Subject to your acceptance of these Terms and your continued compliance with them and the Agreement, ROLI grants you a Limited, non-exclusive, non-transferable, and non-sublicensable license to use the Services and related software and any Service Content, strictly for your personal, non-commercial use. The Services and Service Content are licensed, not sold or transferred to you. Any software copies, content or other material of the Services including Service Content, will remain the property of ROLI and its licensors even after they are downloaded or installed on your device. c) License Restrictions. You may not use the Service, Service Content or any part thereof in any way that is not expressly permitted by the Agreement. You may not use this Service in any unlawful manner or for any unlawful purposes. You further agree that you will not, and will not attempt to, copy, modify, share or transfer any part of the Services or the content thereof unless specifically permitted by ROLI.

d) Notice and Takedown. It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). If you are a copyright owner or an agent of one, and you believe that any Content on the Platform infringes your copyrights, you may submit a notification to our Designated Copyright Agent. More information on submitting a notice can be found here.

e) Ownership. ROLI does not grant you any ownership rights in the Service or Service Content. All rights, title and interest in and to the Service (including without limitation any graphics, images; audio and/or video; designs; concepts and methods of operation; themes; logos; domain names; trade names and trademarks; any other copyrightable material; the “look and feel” of the Service; the compilation, assembly and arrangement of the materials of the Service; and all other Service Content and applications) are owned, controlled, or licensed by ROLI and are protected from unauthorized use, copying, and dissemination including without limitation by copyright, Trademark, patent, trade secret publicity, and other laws, rules, regulations, and international treaties.

4. Disclaimer of Warranty; Limitation of our Liability

We do not guarantee that the Service will be secure or free from bugs, viruses, errors, or that defects will be corrected. You are responsible for configuring your information technology, computer programmes and platform in order to access our Service. You should use your own virus protection software.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE ROLI PLATFORM, INCLUDING THE SOFTWARE, SERVICES AND ROLI CONTENT, AND ANY MATERIALS OR OTHER PRODUCTS PROVIDED BY OR ON BEHALF OF ROLI PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND ROLI AND ITS AFFILIATES AND ITS LICENSORS AND SERVICE PROVIDERS HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, INTEGRATION, THE QUALITY OF THE ROLI PLATFORM OR ANY ASSOCIATED PRODUCTS OR SERVICES, ROLI CONTENT, THIRD PARTY CONTENT, CONTENT, TIMELINESS, OR NON-INTERRUPTION. ROLI, ITS AFFILIATES AND ITS LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE IN ANY WAY FOR ANY CLAIM, DAMAGE, COST, LIABILITY, OR LOSS OF ANY KIND, INCLUDING LOSS OR DAMAGE TO YOU OR YOUR BUSINESS, YOUR ACCOUNT, YOUR RELIANCE ON THE SERVICE, INCLUDING THE SOFTWARE, YOUR CONTENT, OR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, ARISING FROM OR RELATING TO THE SERVICE, SOFTWARE, OR THIRD PARTY SERVICES FOR ANY REASON. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, ROLI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING FROM OR RELATING TO THESE TERMS OF USE, OUR PLATFORM, OR ANY CONTENT THEREIN, INCLUDING WITHOUT LIMITATION, SOCIAL MEDIA ACCOUNTS, THIRD PARTY CONTENT OR ANY THIRD PARTY SERVICES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL ROLI BE LIABLE FOR MORE THAN THE AMOUNT PAID BY YOU FOR YOUR ROLI HARDWARE OR SOFTWARE THAT GAVE RISE TO THE CLAIM, OR $10, WHICHEVER IS GREATER. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY ARE ESSENTIAL TO THESE TERMS AND THAT ROLI WOULD NOT ALLOW ACCESS TO THE SERVICE, INCLUDING ITS SOFTWARE AND SERVICES, WITHOUT ACCEPTANCE OF THESE TERMS. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF ROLI FOR (I) DEATH OR PERSONAL INJURY CAUSED BY THE GROSS NEGLIGENCE OF ROLI, ITS EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT OF ROLI, INCLUDING FRAUDULENT CONCEALMENT OF DEFECTS; OR (III) ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW. IN SUCH JURISDICTIONS, THE FOREGOING LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Different limitations and exclusions of liability will apply to liability arising as a result of the supply of any ROLI hardware products, which will be set out in our General Terms of Sale here.

5. Indemnification

You hereby agree to indemnify, defend and hold harmless, ROLI, and our successors, assigns, affiliates, agents, directors, officers, employees, shareholders, licensors, and service providers from and against any and all claims, obligations, damages, liabilities, losses, expenses, and costs, including reasonable legal fees, resulting from:

i. any breach by you of these Terms; ii. Your Content; or iii. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of us.

6. Force Majeure

ROLI shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of ROLI, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond ROLI’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

7. Your Data and Privacy

You agree that by using the Service, ROLI may collect data about you and your use of the Service, and such data shall be governed by our Privacy Policy located here. You agree to the terms of such Privacy Policy in connection with your use of the Service.

8. Governing Law and Jurisdiction

If a dispute arises between you and ROLI, we strongly encourage you to first contact us directly via our support page and seek resolution.

8.1 If you are a UK, EU, EEA or Swiss citizen or registered business, these Terms shall be governed by the laws of England and Wales without regard to its conflict of law rules and you consent to the exclusive jurisdiction of the courts located in London, UK.

8.2 If you are a US citizen or registered business, these Terms shall be governed by the laws of New York without regard to its conflict of laws and you consent to the exclusive jurisdiction of the state and federal courts located in New York County.

8.3 If you live outside of or are a registered business outside of the US, UK and EU, EEA or Switzerland, you agree to the laws and jurisdiction of New York as noted above in section 8.2.

9. Contact Us

If you have any questions concerning the Service or the Agreement, please visit our support page.

Thank you for reading our Terms. We hope you enjoy LUMI!

©Luminary ROLI Ltd 2023