Terms of Service

Effective Date: January 1, 2025 | Last Updated: March 16, 2026

PLEASE READ THESE TERMS OF SERVICE ("AGREEMENT" OR "TERMS") CAREFULLY BEFORE USING THE SERVICES OFFERED BY LUMIOS HOLDINGS, INC. ("LUMIOS," "COMPANY," "WE," "US," OR "OUR"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE LUMIOS LAW PLATFORM AND RELATED SERVICES (COLLECTIVELY, THE "SERVICES"). BY ACCESSING OR USING THE SERVICES, YOU ("CUSTOMER," "YOU," OR "YOUR") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

Please read these terms carefully to ensure you understand each provision. These Terms contain a jury trial waiver provision and a mandatory arbitration provision.

1. DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:

  • "Authorized Users" means individuals who are authorized by Customer to access and use the Services under Customer's account, including employees, contractors, and agents of Customer.
  • "Customer Data" means all electronic data, documents, files, text, images, and other content uploaded, submitted, or otherwise transmitted by Customer or its Authorized Users to the Services, including but not limited to legal documents, case materials, correspondence, and work product.
  • "Documentation" means the user guides, help files, and other technical and operational documentation provided by Lumios relating to the Services.
  • "Extracted Data" means facts, chronologies, entities, relationships, and other structured information derived from Customer Data through the Services' artificial intelligence and machine learning capabilities.
  • "Intellectual Property Rights" means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications and registrations, renewals, and extensions thereof.
  • "Order Form" means any ordering document, statement of work, or similar document executed by both Customer and Lumios that references this Agreement and sets forth the specific Services to be provided, the applicable Subscription Term, fees, and any additional terms agreed upon by the parties.
  • "Services" means the Lumios Law cloud-based legal discovery platform, including all features, functionalities, tools, and applications made available thereunder.
  • "Subscription Term" means the period during which Customer has agreed to subscribe to the Services, as specified in the applicable Order Form or subscription agreement.

2. DESCRIPTION OF SERVICES

2.1 Platform Overview. Lumios provides a cloud-based legal discovery and case management platform that utilizes artificial intelligence and machine learning technologies to assist legal professionals in document review, fact extraction, chronology building, and case analysis. The Services include, without limitation:

  • Automated extraction of facts, dates, entities, and relationships from legal documents;
  • Intelligent chronology generation and timeline management;
  • Cast of characters tracking and entity relationship mapping;
  • Semantic search capabilities utilizing vector embeddings;
  • Document deduplication and fact verification;
  • Knowledge graph visualization;
  • Deposition outline generation;
  • Order of proof management;
  • Export and reporting functionalities; and
  • AI-assisted case analysis and research tools.

2.2 Services Modifications. Lumios reserves the right to modify, update, or discontinue any aspect of the Services at any time, with or without notice. Lumios will use commercially reasonable efforts to provide advance notice of material changes that may adversely affect Customer's use of the Services.

3. ACCOUNT REGISTRATION AND SECURITY

3.1 Registration. To access the Services, Customer must register for an account by providing accurate, current, and complete information as prompted by the registration process. Customer agrees to maintain and promptly update such information to keep it accurate, current, and complete.

3.2 Organizational Accounts. An individual may access and/or use the Services on behalf of a company or other entity, such as that individual's employer (such entity, an "Organization"). In such cases, notwithstanding anything to the contrary herein: (a) these Terms are an agreement between (i) Lumios and such individual and (ii) Lumios and that Organization; (b) "Customer," as used in these Terms in the context of a license grant, assignment, restriction, obligation, acknowledgment, representation, warranty, or covenant, or in any similar context, means (i) such individual and (ii) the Organization, on behalf of the Organization and its subsidiaries and affiliates, and its and their Authorized Users; and "your" has the corresponding meanings; (c) such individual represents and warrants to having the authority to bind that Organization to these Terms (and, in the absence of such authority, such individual may not access, nor use, the Service); (d) such individual's acceptance of these Terms will bind that Organization to these Terms; (e) Lumios may disclose information regarding such individual and such individual's access to and use of the Services to that Organization; (f) such individual's right to access and use the Services may be suspended or terminated if such individual ceases to be associated with, or ceases to use an email address associated with or provisioned by, that Organization; (g) that Organization will make all Authorized Users aware of these Terms' provisions, as applicable to such Authorized Users, and will cause each Authorized User to comply with such provisions; and (h) that Organization will be solely responsible and liable for all acts and omissions of the Authorized Users, and any act or omission by any Authorized User that would constitute a breach of these Terms had it been taken by that Organization will be deemed a breach of these Terms by that Organization. Without limiting the generality of the foregoing, if an individual opens an account using an email address associated with or provisioned by an Organization, or if an Organization pays fees due in connection with such individual's access to or use of the Services (or reimburses such individual for payment of such fees), then Lumios may, in its sole discretion, deem such individual to be accessing and using the Services on behalf of that Organization.

3.3 Account Security. Customer is responsible for maintaining the confidentiality of all login credentials associated with its account and for all activities that occur under its account. Customer agrees to: (a) immediately notify Lumios of any unauthorized use of its account or any other breach of security; and (b) ensure that Authorized Users comply with this Agreement.

3.4 Authentication. Access to the Services is protected by JSON Web Token (JWT) authentication and other security measures. Customer shall not attempt to circumvent, disable, or otherwise interfere with security-related features of the Services.

3.5 Authorized Users. Customer may permit Authorized Users to access the Services in accordance with the terms of this Agreement. Customer shall be responsible for ensuring that all Authorized Users comply with the terms of this Agreement and shall be liable for any breach thereof by any Authorized User.

4. CUSTOMER DATA AND PRIVACY

4.1 Ownership of Customer Data. As between Customer and Lumios, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement shall be construed to transfer any ownership rights in Customer Data to Lumios. Customer will be solely responsible for the Customer Data and the consequences of submitting, posting, displaying, providing, sharing, or otherwise making it available on or through the Services, including its legality, reliability, accuracy and appropriateness, and Customer understands and acknowledges that Lumios is acting only as a passive conduit for Customer's distribution and publication of Customer Data.

4.2 Provision of Customer Data. Customer affirms, represents, and warrants that (a) Customer has obtained, and is solely responsible for obtaining, all consents required by applicable law to provide Customer Data relating to third parties, (b) Customer Data and Lumios's use thereof as contemplated by these Terms and the Services will not violate any applicable law or infringe any rights of any third party, including, but not limited to, any Intellectual Property Rights, privacy rights and confidentiality rights, and (c) Customer's provision of the Customer Data does and will comply with these Terms.

4.3 License to Customer Data. Customer hereby grants to Lumios a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, and display Customer Data solely to the extent necessary to provide the Services to Customer in accordance with this Agreement. This license includes the right to process Customer Data using artificial intelligence and machine learning technologies to generate Extracted Data.

4.4 Extracted Data. Customer acknowledges that the Services generate Extracted Data from Customer Data. Customer retains ownership of Extracted Data to the extent it constitutes a derivative work of Customer Data. Lumios may use anonymized and aggregated Extracted Data for purposes of improving the Services, provided that such data cannot reasonably be used to identify Customer or any individual.

4.5 Data Security. Lumios implements and maintains administrative, physical, and technical safeguards designed to protect Customer Data, including: (a) encryption of data in transit using TLS 1.2 or higher; (b) encryption of data at rest using AES-256 encryption; (c) access controls and authentication mechanisms; and (d) regular security assessments and monitoring. Lumios is acquiring SOC 2 Type II compliance and undergoes regular third-party security audits.

4.6 Data Processing. By using the Services, Customer acknowledges that Lumios may collect, use, and disclose Customer's personal information and aggregated and/or anonymized data as set forth in Lumios' Privacy Notice, and that Customer's personal information may be transferred to, and/or processed in, the United States.

5. ACCEPTABLE USE POLICY

5.1 Permitted Use. The Services are intended solely for use by legal professionals and their authorized agents for lawful legal discovery, case management, and litigation support purposes in accordance with these Terms.

5.2 Prohibited Conduct. Customer agrees not to, and shall not permit any Authorized User to:

  • Use the Services for any unlawful purpose or in violation of any applicable law or regulation;
  • Upload, transmit, or store any Customer Data that infringes any third party's Intellectual Property Rights or violates any third party's rights of privacy or publicity;
  • Upload, transmit, or store any malicious code, viruses, or other harmful computer code;
  • Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks connected to the Services;
  • Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services;
  • Copy, modify, or create derivative works based on the Services or any part thereof;
  • Sublicense, sell, rent, lease, transfer, assign, resell, distribute, alter, or otherwise dispose of the Services or any rights therein;
  • Remove, alter, or obscure any proprietary notices on the Services;
  • Use the Services to develop a competing product or service;
  • Use any automated means, including bots, scrapers, or spiders, to access or collect data from the Services except through approved APIs; or
  • Use the Services in any manner that could damage, disable, overburden, or impair the Services.

5.3 Enforcement. Lumios reserves the right to investigate and take appropriate legal action against anyone who, in Lumios's sole discretion, violates this provision, including without limitation, suspending or terminating the account of such violators and reporting such conduct to law enforcement authorities.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Lumios Property. The Services, including all software, algorithms, user interfaces, designs, text, graphics, logos, and other content (excluding Customer Data), Documentation, and all Intellectual Property Rights therein and thereto, are and shall remain the exclusive property of Lumios and its licensors. This Agreement does not convey to Customer any rights of ownership in or related to the Services or any Documentation.

6.2 License Grant. Subject to the terms of this Agreement, Lumios grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term solely for Customer's internal business purposes.

6.3 Feedback. If Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Services ("Feedback"), Customer hereby assigns to Lumios all right, title, and interest in and to such Feedback, and Lumios shall be free to use, disclose, reproduce, license, and otherwise distribute and exploit such Feedback without any obligation or compensation to Customer or any third party.

6.4 Usage Data. Lumios may collect, or Customer may provide to Lumios, diagnostic, technical, usage, and/or related information and collect, analyze, and use data derived from Customer Data that has been aggregated and/or anonymized such that it does not identify Customer or any identifiable individual person (collectively, "Usage Data"). All Usage Data is and will be owned solely and exclusively by Lumios, and, to the extent any ownership rights in or to the Usage Data vest in Customer, Customer hereby assigns to Lumios all rights (including Intellectual Property Rights), title, and interest in and to such Usage Data. Accordingly, Lumios may use, maintain, and/or process the Usage Data or any portion thereof for any lawful purpose, including, without limitation: (a) to provide and maintain the Services; (b) to improve our products and services (including the Services), and to develop new products, services, and/or features; (c) to monitor your usage of the Services; (d) for research and analytics, including, without limitation, data analysis, identifying usage trends, and/or customer research; and (e) to share analytics and other derived Usage Data with third parties, solely in de-identified or aggregated form. The Services may contain technological measures designed to prevent unauthorized or illegal use of the Services; Customer understands and acknowledges that Lumios may use these and other lawful measures to verify Customer's compliance with these Terms and to enforce Lumios's rights, including Intellectual Property Rights, in and to the Services.

6.5 Open Source Software. Some software used in the Services may be offered under an open source license that Lumios may make available to Customer. There may be provisions in an open source license that expressly override some of these Terms, so please be sure to read those licenses.

6.6 Reservation of Rights. Except for the limited license granted herein, Lumios reserves all rights not expressly granted in this Agreement.

7. CONFIDENTIALITY

7.1 Definition. Each party ("Disclosing Party") may disclose "Confidential Information" to the other party ("Receiving Party") in connection with the Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including all Order Forms, as well as non-public business, product, technology and marketing information. Confidential Information of Customer includes Customer Data. If something is labeled "Confidential," that's a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party. For clarity, the rights set forth in this Section 7 applicable to the "Disclosing Party" shall only apply to (i) Lumios as the Disclosing Party, and (ii) Customers as the Disclosing Party that have paid for the Services through an Order Form signed by Lumios.

7.2 Protection and Use of Confidential Information. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Agreement; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Agreement.

7.3 Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party's Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

7.4 Privilege.

  • All work under this Agreement is to be performed at the direction of Customer and its Authorized Users to permit such parties to provide legal advice to Customer's client and is subject to the attorney-client privilege and/or the work product doctrine.
  • Lumios will deliver its services in accordance with Customer's instructions. In performing services under this Agreement, Lumios will communicate directly with Customer and will communicate with Customer's client only through Customer, in the Customer's presence, or as directed by Customer. Lumios understands that any determination that Lumios should provide a report of any sort in connection with this Agreement shall be made solely by Customer and will be generated only as and after expressly requested by Customer. Lumios understands Customer may provide Lumios with certain information and materials developed in anticipation of litigation that may be protected by the attorney-client privilege and/or the work product doctrine. Lumios agrees to treat such materials as confidential and subject to privilege.
  • All written deliverables (including drafts of such deliverables), and correspondence with Customer's client prepared by Lumios in connection with this Agreement will bear the following legend on the first page: PRIVILEGED AND CONFIDENTIAL.

8. FEES AND PAYMENT

8.1 Subscription Fees. Customer agrees to pay all fees specified in the applicable Order Form or as otherwise agreed in writing between the parties. All fees are quoted and payable in United States dollars unless otherwise specified.

8.2 Payment Terms. Unless otherwise specified in the applicable Order Form, fees are due and payable in advance on a monthly or annual basis, as applicable. Customer shall provide valid payment information and authorizes Lumios to charge such payment method for all fees due. Payment obligations are non-cancelable and, except as expressly stated in the applicable Order Form, fees paid are non-refundable.

8.3 Late Payments. Any amounts not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date such amount was due until the date of actual payment.

8.4 Taxes. All fees are exclusive of taxes. Customer is responsible for paying all taxes, levies, or duties imposed by taxing authorities with respect to the Services, excluding taxes based on Lumios's net income.

8.5 Fee Changes. Lumios may change its fees upon thirty (30) days' prior written notice to Customer. Any fee changes will take effect at the start of the next Subscription Term following the notice period.

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the date Customer first accesses the Services and continues until all subscriptions ordered under the Order Form have expired or been terminated. Termination of the Agreement will terminate all subscriptions and all Order Forms.

9.2 Subscription Term. The initial Subscription Term shall be as specified in the applicable Order Form. Thereafter, the Subscription Term shall automatically renew for successive periods of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

9.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof; or (b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

9.4 Termination for Convenience. Customer may terminate this Agreement at any time by providing written notice to Lumios. Upon such termination, Customer shall not be entitled to any refund of prepaid fees, except as may be expressly provided in the applicable Order Form.

9.5 Effect of Termination. Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Services shall immediately cease; (b) each party shall return or destroy all Confidential Information of the other party in its possession; and (c) Sections 4.1, 4.7, 6.1, 6.3, 6.4, 8, 9.5, 9.6, 10, 12, 13, and 14 shall survive termination.

9.6 Data Export. Upon Customer's written request made within thirty (30) days following termination, Lumios shall make Customer Data available for export in a commonly used electronic format. Customer acknowledges that after such thirty (30)-day period, Lumios shall delete or anonymize Customer Data in accordance with its data retention policies, except as required by applicable law.

10. DISCLAIMERS

10.1 AS-IS BASIS. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LUMIOS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10.2 AI DISCLAIMER. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT certain features of the Services utilize artificial intelligence, machine learning, and natural language processing technologies provided by third-party providers under negotiated license agreements and made available to YOU through the Services. While Lumios employs commercially reasonable efforts to ensure accuracy, CUSTOMER ACKNOWLEDGES THAT: (A) THE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING FEATURES OF THE SERVICES MAY PRODUCE INACCURATE, INCOMPLETE, OR ERRONEOUS RESULTS; (B) EXTRACTED DATA AND AI-GENERATED OUTPUTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND DO NOT CONSTITUTE LEGAL ADVICE; (C) CUSTOMER IS SOLELY RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL EXTRACTED DATA AND AI-GENERATED OUTPUTS BEFORE RELIANCE THEREON; AND (D) LUMIOS SHALL NOT BE LIABLE FOR ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON AI-GENERATED OUTPUTS.

10.3 NO LEGAL ADVICE. THE CONTENT PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICES IS DESIGNED TO PROVIDE PRACTICAL AND USEFUL INFORMATION ON THE SUBJECT MATTER(S) COVERED. WHILE SUCH CONTENT MAY CONCERN ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT PROFESSIONAL SERVICES ADVICE. CUSTOMER SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY CONTENT THAT IS INCLUDED ON THE SERVICES OR THAT IS OTHERWISE OBTAINED IN CONNECTION WITH THE SERVICES WITHOUT SEEKING THE ADVICE OF A PROFESSIONAL WHO IS LICENSED AND/OR QUALIFIED IN THE APPLICABLE SUBJECT MATTER(S). LUMIOS EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON ANY CONTENT OBTAINED IN CONNECTION WITH THE SERVICES.

11. THIRD-PARTY SERVICES

THE SERVICES MAY CONTAIN LINKS TO THIRD-PARTY SITES, MATERIALS, AND/OR SERVICES (COLLECTIVELY, "THIRD-PARTY SERVICES") THAT ARE NOT OWNED OR CONTROLLED BY LUMIOS, AND CERTAIN FUNCTIONALITIES OF THE SERVICES MAY REQUIRE CUSTOMER'S USE OF THIRD-PARTY SERVICES, TO WHICH CUSTOMER IS SUBJECT TO AND AGREES TO THE THIRD PARTY'S TERMS AND CONDITIONS MADE AVAILABLE VIA ITS SERVICES. LUMIOS DOES NOT ENDORSE OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES. IF CUSTOMER ACCESSES A THIRD-PARTY SERVICE FROM THE SERVICES OR SHARES CUSTOMER DATA ON OR THROUGH ANY THIRD-PARTY SERVICE, CUSTOMER DOES SO AT ITS OWN RISK, AND CUSTOMER UNDERSTANDS THAT THESE TERMS AND LUMIOS'S PRIVACY NOTICE DO NOT APPLY TO CUSTOMER'S USE OF ANY THIRD-PARTY SERVICE. CUSTOMER EXPRESSLY RELIEVES LUMIOS FROM ANY AND ALL LIABILITY ARISING FROM CUSTOMER'S ACCESS TO AND/OR USE OF ANY THIRD-PARTY SERVICE.

12. LIMITATION OF LIABILITY

12.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUMIOS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT LUMIOS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUMIOS'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY CUSTOMER TO LUMIOS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100).

12.3 BASIS OF THE BARGAIN. THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LUMIOS AND CUSTOMER. LUMIOS WOULD NOT PROVIDE THE SERVICES ABSENT SUCH LIMITATIONS. The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law.

13. INDEMNIFICATION

13.1 By Customer. Customer agrees to indemnify, defend, and hold harmless Lumios and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's and its Authorized Users' use of the Services in violation of this Agreement or applicable law; (b) Customer Data or any content uploaded by Customer and Authorized Users; (c) Customer's and Authorized Users' violation of this Agreement; or (d) Customer's and Authorized Users' violation of any applicable law or the rights of any third party.

13.2 By Lumios. Lumios agrees to indemnify, defend, and hold harmless Customer from and against any third-party claim that the Services, as provided by Lumios and used in accordance with this Agreement, infringe any United States patent, copyright, or trademark. If any such claim is made or appears likely to be made, Lumios may, at its option and expense, (a) procure for Customer the right to continue using the Services, (b) modify the Services so that they become non-infringing, or (c) replace the Services with non-infringing alternatives of equivalent functionality. This Section 13.2 states Lumios' entire liability and Customer's exclusive remedy for any third-party intellectual property infringement claims. This indemnification obligation shall not apply to claims arising from: (a) modifications to the Services made by anyone other than Lumios; (b) combination of the Services with products, services, or technologies not provided by Lumios; or (c) Customer Data.

14. GENERAL PROVISIONS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The state and federal courts located in Santa Clara, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement, including any appeal of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable. Each party hereby consents and submits to the exclusive jurisdiction of such courts.

14.2 Class Action/Jury Trial Waiver. BY ENTERING INTO THESE TERMS, CUSTOMER AND LUMIOS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER. THE FOREGOING APPLIES TO ALL AUTHORIZED USERS (BOTH NATURAL PERSONS AND ENTITIES), REGARDLESS OF WHETHER CUSTOMER HAS OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL, OR OTHER PURPOSES. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS LUMIOS AGREES OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S OR ENTITY'S CLAIMS. CUSTOMER AND LUMIOS AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON CUSTOMER'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER USERS.

14.3 Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you may seek relief from us. For any dispute with Lumios, Customer agrees to first contact us at admin@lumios.law and attempt to resolve the dispute informally. If Lumios has not been able to resolve a dispute within sixty (60) days of Customer's first contact, Customer and Lumios each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in Santa Clara, California, unless Customer and Lumios each agree otherwise. If Customer is using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If Customer is an individual using the Services for non-commercial purposes: (i) JAMS may require Customer to pay a fee for the initiation of its case, unless Customer applies for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include Customer's costs of arbitration, Customer's reasonable attorney's fees, and Customer's reasonable costs for expert and other witnesses; and (iii) Customer may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve Customer of its commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Lumios from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.

14.4 Entire Agreement. This Agreement, together with any Order Forms and the Privacy Notice, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning such subject matter. In the event of any conflict between the terms of an Order Form and this Agreement, the terms of the Order Form shall control solely with respect to the subject matter of such Order Form.

14.5 Amendment. Lumios reserves the right to modify these Terms at any time. If Lumios makes a material change to these Terms, it will provide Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with Customer's account or by messaging Customer through the Services. The materially revised Terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer's acceptance of any revised terms and conditions.

14.6 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.

14.7 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent permitted by law.

14.8 Assignment. Customer may not assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of Lumios. Lumios may assign this Agreement without restriction. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

14.9 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

14.10 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of third-party telecommunications or power supply.

14.11 Notices. All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses specified by the parties.

14.12 Export Compliance. Customer agrees to comply with all applicable export and import control laws and regulations. Customer shall not export, re-export, or transfer the Services to any country, entity, or person prohibited by such laws.

15. CONTACT INFORMATION

If you have any questions about these Terms of Service, please contact us at:

Lumios Holdings, Inc.

Support: admin@lumios.law

BY CLICKING "I AGREE," "ACCEPT," OR BY ACCESSING OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.