LUMINATE TERMS OF USE
Last updated: March 2026
These Terms of Use (“Terms”) govern your use of the https://luminatedata.com/ website, the Luminate Products (as defined below), and any services, products, databases, reports, software, tools, apps, subscriptions, channels and pages which contain the URL that links to these Terms which are owned or operated by Luminate Data, LLC (“Luminate”, “we” and “us”), including all websites’ subdomains, code, features or functionality made available from, in connection with or through the Services (collectively, the “Services”), unless you or the company for which you work, in whatever capacity, and through which you are receiving access to the Services has entered into a separate agreement with Luminate with respect to your use of certain Services, in which case such other agreement will govern your use of the Services expressly listed in that agreement, but your use of all other Services will continue to be governed by these Terms. If you are agreeing to these terms on behalf of a company, “you” will designate both you and such company. You and Luminate are each referred to herein as a “Party”, and collectively as the “Parties”.
BY ACCESSING OR USING THE SERVICES, YOU ACCEPT THE APPLICATION OF THESE TERMS TO YOUR USE OF THE SERVICES AND AGREE THAT THESE TERMS ARE ENFORCEABLE IN THE SAME WAY AS ANY WRITTEN AGREEMENT SIGNED BY YOU. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY ON BEHALF OF WHICH YOU ARE AGREEING TO THESE TERMS. IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES. We may change these Terms from time to time by posting an updated version of these Terms on the Services. Changes in the Terms will be effective when posted, and your continued use of the Services after updated Terms are posted will be considered acceptance of those changes. You agree to review these Terms periodically to ensure that you are familiar with the most recent version. The Services are intended for and applicable only for individuals who are eighteen (18) years of age or older.
1. OVERVIEW; DEFINITIONS
1.1 Overview. Luminate has developed and compiled certain proprietary data sets, data feeds, research, statistics, and insights regarding the music and entertainment industries (“Data”), and associated application program interfaces (“APIs”), software (“Software”), algorithms, predictive modeling, analytic tools and other technology, whether in object or source code form, if and as applicable (“Technology”), to enable customers to use and exploit the Data for the permitted use set forth in Section 2.3 below, and subject to the restrictions set forth in these Terms. Luminate has also developed an analytics cloud-based platform (“Platform”) for customers to access and view the Data, and various content and information including, without limitation, graphs, images, photographs, screenshots, articles, analysis, reports, names, logos and images (“Content”). The Data, APIs, Software, Technology, Content and Platform made available by Luminate are referred to herein collectively as the “Luminate Products” and each individually as a “Luminate Product”. The Luminate Products include Connect and any other music consumption product, Luminate Film & TV, Streaming Viewership (M), Insights, Luminate Intelligence and any other product made available by Luminate to customers. The Data, the Content and any and all data, content and information made available on or through the Services are collectively referred to as the “Luminate Content”.
1.2 Definitions. The following terms have the meanings specified in this Section 1.2, and shall be equally applicable to both the singular and plural forms:
“Access Information” has the meaning given to the term in Section 2.2.
“Acquiree” has the meaning given to the term in Section 13.2.
“Affiliate” means any company that directly or indirectly controls, is controlled by, or is under common control with a Party or its successor entity.
“AI Tool” has the meaning given to the term in Section 2.3.
“Authorized Users” means you and the specific users authorized to access and use the Luminate Products hereunder, in accordance with the terms of an applicable Subscription or of an applicable order form, if and as applicable.
“Beta Access” has the meaning given to the term in Section 11.
“Change of Control” has the meaning given to the term in Section 13.2.
“Confidential Information” has the meaning given to the term in Section 7.1.
“Disputes” has the meaning given to the term in Section 13.4.
“Documentation” means any technical documentation related to the Luminate Products.
“Feedback” has the meaning given to the term in Section 3.2.
“Fees” has the meaning given to the term in Section 5.
“Free Trial” has the meaning given to the term in Section 11.
“Intellectual Property Rights” means all registered and unregistered, statutory and common law rights relating to any copyright, Trademarks, trade secret, database protection, patent, moral rights and other similar proprietary rights available under international treatises and other laws, rules and regulations worldwide.
“License Term” means the period of time during which you are authorized to access and use the relevant Luminate Products pursuant to your Subscription to specific Luminate Products and/or as may be specified in an order form or other writing between you and Luminate.
“Linked Sites” has the meaning given to the term in Section 13.3.
“Permitted Uses” has the meaning given to the term in Section 2.3.
“Personal Data” has the meaning given to the term in Section 4.
“Privacy Policy” has the meaning given to the term in Section 2.2.
“Services” has the meaning given to the term in the Preamble.
“Subscription” has the meaning given to the term in Section 12.1.
“Taxes” has the meaning given to the term in Section 5.
“Term” has the meaning given to the term in Section 6.1.
“Terms” has the meaning given to the term in the Preamble.
“Trademarks” means a Party’s names, trade names, brands, logos, trademarks, service marks, slogans and other source or business identifiers, whether registered or not, and all goodwill associated therewith.
“User Account” means an account assigned to a specific user to access and use the Luminate Products.
2. ACCESS & USE OF LUMINATE PRODUCTS
2.1 License Grant. Subject to your compliance with these Terms, Luminate hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right, during the applicable License Term, to access and use the Luminate Products for which you purchased a Subscription or license, in accordance with the terms of an applicable order form, if applicable, the Documentation and Platform functionality, and solely for the Permitted Uses (as defined below). Luminate reserves the right to monitor your use of the Luminate Products, solely to enable Luminate to verify your compliance with these Terms. Luminate reserves the right, at any time and in its sole discretion, to: (a) make changes to the Luminate Products, (b) offer new or substitute Luminate Products, or (c) cease offering all or any particular Luminate Products. You will be solely responsible for maintaining, at your expense, all hardware, operating systems and third-party software necessary to use and access the Luminate Products as set forth in these Terms.
2.2 User Accounts. The Luminate Products may only be used by the Authorized Users. If a Luminate Product requires an Authorized User to create a User Account, such Authorized User shall complete the registration process specified by Luminate and provide current, complete and accurate information as requested by the applicable registration form, which may include their name, valid email address and a sufficiently strong password (collectively, “Access Information”). Luminate’s policies with respect to the collection and use of such Access Information are set forth in Luminate’s Privacy Policy located at www.luminatedata.com/privacy-policy/, which is incorporated herein by reference for all purposes (the “Privacy Policy”). Authorized Users will ensure that no Access Information or any other forms of login or access provided by Luminate to access any of the Luminate Products (including, without limitation, any API “keys” or logins) are lost, stolen, or shared, and shall notify Luminate immediately of any actual or suspected loss, theft or sharing of any Access Information or any unauthorized use of a User Account or any Access Information. You shall be responsible for any acts or omissions and indemnify Luminate against any and all damages or losses suffered by Luminate (including reasonable attorney’s fees and expenses) arising out of any use of a User Account or any Access Information which is outside the scope of these Terms or undertaken by any user that is not the Authorized User assigned to the applicable User Account or Access Information. No User Account or Access Information may be used by, assigned to or shared with another user that is not the specific Authorized User assigned to such User Account or Access Information (whether or not such other user would constitute an Authorized User under an applicable order form) without Luminate’s prior written approval. If you desire to change the Authorized User assigned to a specific User Account, you must obtain Luminate’s prior written consent.
2.3 Permitted Uses; Restrictions. The Services may only be accessed and used by you and applicable Authorized Users, for your confidential internal business use, such as research or analytics relating to your business, unless any other use is expressly permitted in writing in an applicable order form or separate writing between the parties (the “Permitted Uses”). Without limiting the generality of the foregoing, and except as expressly set forth in these Terms or an applicable order form, neither you nor any Authorized User will: (a) copy all or any portion of the Luminate Products; (b) decompile, disassemble or otherwise reverse engineer the Luminate Products, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the Luminate Products; (c) modify, translate or create any derivative works based upon the Luminate Products, except for internal analytical output such as reports and summaries, not to be shared with any third party; (d) distribute, disclose, export, market, sell, rent, lease, assign, sublicense, pledge, provide access to, or otherwise transfer the Luminate Products, in whole or in part, to any third party; (e) remove, obscure, alter, damage or otherwise infringe upon any Luminate Content, Intellectual Property Rights or any other proprietary notices, legends, symbols or labels appearing on or in the Luminate Products; (f) circumvent or attempt to circumvent any security, encryption, digital rights management, access control technologies, or other protective measures with respect to the Luminate Products; (g) use the Luminate Products with, or to promote, any spyware, adware, or other malicious code; (h) use any automated crawlers or wrappers to attempt to reconstruct the Data via your API or any SaaS interface; (i) use any artificial intelligence tools or models, including generative AI, data mining, robots, screen scraping, or similar data gathering and extraction tools (“AI Tool”) in connection with the Luminate Products to train any AI Tool or improve, calibrate or fine tune the foundational model of any AI Tool; or use any AI Tool with any Luminate Content unless such AI Tool is hosted in a secure and private environment, and no-training and opt-out configurations are enabled; (j) frame or use framing techniques to enclose any Intellectual Property Rights or any other proprietary information (including images, text, page layout, or form); (k) use the Luminate Products to provide, or incorporate any Luminate Content or any other portion of the Luminate Products into, any substantially similar cloud-based service for the benefit of a third party; (l) create, republish, broadcast or otherwise utilize any Luminate Content in any chart, list or ranking that includes or is created from or informed by the Luminate Products or any portion thereof, or for purposes of product benchmarking or other comparative analysis intended for publication or distribution; (m) use the Luminate Products in violation of any applicable law, rule, or regulation; (n) disclose any Luminate Content or any part thereof to the general public including, without limitation, in any press release, advertising, marketing or promotional claim; and/or (o) use the Luminate Products for any purpose other than the Permitted Uses. You agree that any unauthorized use of the Services (including the Luminate Products) or Luminate Content by you or any Authorized User may result in immediate suspension or termination of your and all Authorized Users’ access to and right to use the Services.
2.4 Support. During the applicable License Term, Luminate shall provide you with reasonable technical support related to the Luminate Products during Luminate’s regular business hours: 9:00 am to 5:00 pm Pacific Time, Monday through Friday, excluding company holidays. Support will be provided by email or phone, as determined by Luminate. Support includes: (a) assistance related to questions concerning the operational use of the Luminate Products; (b) assistance in identifying and verifying the causes of suspected errors in the Luminate Products; and (c) providing workarounds for identified errors or malfunctions, where reasonably available to Luminate.
3. OWNERSHIP.
3.1 Luminate Products. As between the Parties, Luminate is the sole and exclusive owner of, and Luminate retains all right, title and interest (including all Intellectual Property Rights) in and to, the Luminate Products, including, without limitation, the “look and feel”, and the manner in which the Luminate Content is presented. Without limiting the foregoing, you acknowledge and agree that by virtue of Luminate’s selection, coordination and arrangement of the Luminate Content, Luminate owns compilation copyrights in such Luminate Content, including the design and classification categories. You further agree that you shall not, directly or indirectly, dispute or contest the validity of any Intellectual Property Rights that Luminate now has or may hereafter have in any of the Luminate Products. All rights not expressly granted in these Terms are reserved by Luminate and its licensors, as applicable.
3.2 Feedback. If you provide any suggestions, comments, improvement ideas or other feedback to Luminate regarding the Luminate Products (collectively, “Feedback”), you hereby grant Luminate the perpetual right to freely use, copy, disclose, distribute and exploit any such Feedback in any manner, as Luminate deems appropriate, without any obligation to you.
4. DATA PRIVACY. You acknowledge that the Luminate Content may contain personal information or data, as such terms are defined in applicable data protection law (“Personal Data”). You agree to comply with applicable data protection law with respect to such Personal Data, and to only process such Personal Data as included in the Luminate Content, and solely to the extent and as permitted in these Terms. For purposes of data protection laws that distinguish between data “controllers” and “processors” or “businesses” and “service providers”, you and Luminate shall each be deemed to be, and shall each act as, an independent controller or business as to the Personal Data in its respective possession, and shall each independently be responsible for fulfilling all requirements applicable to a controller or business under such applicable data protection laws. Each Party shall immediately notify the other Party if it makes a determination that it can no longer meet compliance obligations under applicable privacy or data protection laws with respect to Personal Data contained in the Luminate Content. Upon a written request from Luminate, You shall cease and desist from or change its use of the Personal Data if such usage breaches the provisions of these Terms or to the extent required by applicable data protection law.
5. FEES & PAYMENT. In consideration of the licenses granted to you under these Terms, you will pay Luminate the fees applicable to the Subscription or license you purchase, as indicated at the time of purchase of your Subscription, or in an applicable order form (the “Fees”), pursuant to the payment terms communicated to you at the time of your Subscription, or purchase of your license to the applicable Luminate Products. You acknowledge that: (i) the Fees are exclusive of all taxes and you are required to pay any sales, use, GST, VAT, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on Luminate’s income (“Taxes”); and (ii) Taxes will not be deducted from payments to Luminate, except as required by applicable law, in which case you will increase the amount payable as necessary so that, after making all required deductions and withholdings, Luminate receives and retains (free from any liability for any taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. Any late payments by you shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
6. TERM & TERMINATION.
6.1 Term. These Terms shall commence on the earlier of: (i) the date of purchase of your Subscription or license to any Luminate Product, either directly via the Services, or upon the signature of an applicable order form with Luminate, and (ii) your or any Authorized User’s access to or use of the Services; and continue until the expiration or termination of your Subscription or license to all Luminate Products, provided however that these Terms will continue to apply should you or any Authorized User continue to access or use any of the Services (the “Term”).
6.2 Termination. Either Party may terminate these Terms (including all License Terms) if the other Party (a) fails to cure any material breach of these Terms within thirty (30) days after written notice of such material breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that Party (and not dismissed within sixty (60) days thereafter). Further, Luminate may restrict, suspend, terminate or discontinue any aspect of the Services or your or any Authorized Users’ access thereof at any time if Luminate reasonably believes you or any Authorized User are in breach of these Terms or any applicable law, rules or regulations.
6.3 Effect of Termination. Upon expiration or termination of these Terms, all rights and licenses granted hereunder will automatically terminate. You will have no further access to the Services and shall cease all use thereof and shall delete all copies of the Documentation, Luminate Content and any other Confidential Information (as defined below) of Luminate in its possession. The following Sections shall survive any expiration or termination of these Terms: Sections 1, 3, 4, 5, 6.3, 7, 9, 10 and 13.
7. CONFIDENTIALITY.
7.1 Confidential Information. “Confidential Information” means any information disclosed by one Party (the “Discloser”) that is designated as confidential, either orally or in writing, or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation: (a) information relating to the Discloser’s technology, customers, business plans, promotional and marketing activities, finances, pricing, and other business affairs; (b) third-party information that the Discloser is obligated to keep confidential; and (c) the terms of these Terms and any pricing quotes. Confidential Information does not include any information that: (i) was known to the Party that receives any Confidential Information (the “Recipient”) without restriction as to use or disclosure; (ii) is independently developed by the Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is acquired by the Recipient from another source without restriction as to use or disclosure; or (iv) is or becomes publicly available through no fault or action of the Recipient. For the avoidance of doubt, the Luminate Products (including, without limitation, the Data) shall be deemed the Confidential Information of Luminate.
7.2 Restrictions on Use and Disclosure. The Recipient shall use at least the same degree of care that it uses to protect the confidentiality of its own similar confidential information of like kind, but not less than reasonable care. The Recipient will not use the Discloser’s Confidential Information for any purpose outside the scope of these Terms without the Discloser’s prior written consent. The Recipient shall not disclose the Discloser’s Confidential Information to any person or entity, except to the Recipient’s employees, partners, contractors (including legal counsel and accountants), and service providers (“Representatives”) who (i) are bound by non-use and non-disclosure obligations at least as protective as those contained in these Terms and (ii) have a need to know the Confidential Information for the Recipient to exercise its rights or perform its obligations under these Terms. Recipient shall be responsible for any breach of these obligations by its Representatives to the same extent it is responsible for its own breaches. Notwithstanding the foregoing, the Recipient may disclose only that portion of the Discloser’s Confidential Information that it is required to disclose upon the advice of its counsel, to the limited extent any use or disclosure is required by applicable law or a valid and binding order of a governmental body (such as a subpoena or court order), provided that, to the extent permitted under applicable law, the Recipient uses reasonable efforts to give the Discloser reasonable advance notice thereof to afford the Discloser an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information. In the event of any breach or threatened breach by the Recipient of its obligations under this Section 7.2, the Discloser will be entitled to seek injunctive and other equitable relief in any court of competent jurisdiction to enforce such obligations.
8. REPRESENTATIONS & WARRANTIES
8.1 Your Representations and Warranties. You represent and warrant to Luminate that: (a) you have all requisite power and authority to enter into these Terms; (b) your use of the Services will comply with all applicable laws, rules and regulations; (c) your Feedback and any information will not infringe, misappropriate or otherwise violate any applicable law, or the rights, including any Intellectual Property Rights or privacy rights, of any third party; (d) you have provided all required notice and obtained any legally required consent with respect to any personal data you provide to Luminate through the Services; (e) you ensure any information you provide via the Services is accurate and complete; (f) you will not provide us with any information in breach of an obligation of confidentiality or other duty, or obtained through any unlawful means; and (g) you will comply with all applicable laws, rules, and regulations, and any contractual requirement to which you are a party.
8.2 Luminate Representations and Warranties. Luminate warrants that (a) it has all requisite power and authority to enter into these Terms; and (b) the Services will operate in substantial conformity with the applicable Documentation, and if the Luminate Products do not operate in substantial conformity thereof, then Luminate’s sole liability to you and any Authorized User, and your and all Authorized Users’ sole remedy for any breach of this warranty shall be for Luminate to use commercially reasonable efforts to correct the non-conformity. This warranty will not apply if the error or non-conformity was caused by: (i) your misuse of the Services; (ii) modifications to the Services by you or any third party; or (iii) any third party services or hardware used by you in connection with the Services, without instructions from or approval by Luminate. You acknowledge and agree that none of the warranties and remedies set forth in this Section will apply to any Luminate Products provided on a no charge, Free Trial or Beta Access basis.
9. INDEMNIFICATION. You agree to indemnify and hold harmless Luminate, its parent, subsidiaries, and affiliates, and each of their directors, officers, employees, agents, successors and assigns from any claims, damages, losses and expenses, including reasonable attorneys’ fees and costs, related to your violation of these Terms, or which arises from or in connection with your use of the Services, including any Luminate Product or Luminate Content. You will not settle any matter without the prior written consent of Luminate ’s Chief Executive Officer. Luminate reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Luminate’s defense of such claim.
10. DISCLAIMERS; LIMITATIONS OF LIABILITY
10.1 DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.2, ALL SERVICES, INCLUDING, THE APIS, SOFTWARE, DATA, CONTENT, TECHNOLOGY, AND PLATFORM, ARE PROVIDED “AS IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUMINATE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LUMINATE DOES NOT WARRANT THAT THE USE OF ANY SERVICES (INCLUDING ANY LUMINATE PRODUCT) WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT THE LUMINATE CONTENT INCLUDES ESTIMATES AND APPROXIMATIONS BASED ON RESEARCH, MODELING, PREDICTIONS AND CALCULATIONS BY LUMINATE, AND INFORMATION SUPPLIED BY THIRD PARTIES AND OTHER SOURCES THAT MAY NOT BE UNDER LUMINATE’S CONTROL. AS SUCH, LUMINATE CANNOT GUARANTEE THE ACCURACY OF THE LUMINATE CONTENT. THE SERVICES ARE NOT INTENDED AS A SUBSTITUTE FOR FINANCIAL, INVESTMENT, LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE, AND YOU ARE SOLELY RESPONSIBLE FOR YOUR DECISIONS, ACTIONS, USE OF THE SERVICES AND COMPLIANCE WITH APPLICABLE LAWS, RULES AND REGULATIONS.
10.2 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, COVER, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSS ARISING OUT OF OR RELATING TO THESE TERMS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF THE NON-BREACHING PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE EXCLUSIONS TO DETERMINE THE PRICING FOR YOUR ACCESS TO AND USE OF THE SERVICES, AND IN DECIDING TO ENTER INTO THESE TERMS.
11. BETA TERMS & FREE TRIALS. If Luminate makes any Luminate Products available to you on a free trial basis (“Free Trial”), or provides you with access to any Luminate beta product (“Beta Access”), then you will have access to such Luminate Product until the earlier of: (a) the end of the Free Trial or Beta Access period provided through the Services, or set forth in an applicable order form, or (b) the start date of the License Term for the Luminate Product (not in beta form) provided through the Services, or set forth in an applicable order form, or (c) the termination of the Free Trial or Beta Access by Luminate in its sole discretion. YOU ACKNOWLEDGE THAT THE WARRANTIES AND OBLIGATIONS SET FORTH IN SECTION 8.2 ABOVE DO NOT APPLY TO ANY FREE TRIAL OR BETA ACCESS, AND THAT ALL LUMINATE PRODUCTS MADE AVAILABLE TO YOU ON A FREE TRIAL BASIS OR VIA BETA ACCESS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY OR INDEMNIFICATION OBLIGATIONS BY LUMINATE.
12. TERMS APPLICABLE TO INDIVIDUAL SUBSCRIPTIONS TO LUMINATE FILM & TV AND LUMINATE INTELLIGENCE
12.1 Subscription. The terms of this Section apply to individual subscriptions of Luminate Film & TV and Luminate Intelligence Luminate Products (each, a “Subscription”). By signing up for a Subscription, you agree to be bound by the terms of this Section, in addition to all other terms and conditions set forth in these Terms.
12.2 Service Tiers. When signing up for a Subscription, you may be presented with different subscription plans or options (each, a “Service Tier”). The Service Tiers may be subject to differences in pricing, usage rules, eligibility, features, offerings and availability, and may be modified at any time by Luminate.
12.3 Subscription Period; Automatic Renewal. Your Subscription shall commence upon your successful purchase of the Subscription and will continue and automatically renew for the applicable billing period of your Subscription (e.g., monthly or annually) based on the Service Tier you have selected, until you cancel your Subscription before the end of the then-current billing period for the Subscription, pursuant to the terms of Section 12.7 below entitled “Cancellation”. You acknowledge and agree that we may automatically charge your Payment Method (as defined below) for payment of the applicable Subscription fee and any applicable taxes, unless you cancel your Subscription before the applicable renewal date. BY SIGNING UP FOR A SUBSCRIPTION, YOU HEREBY ACKNOWLEDGE AND AGREE TO THE AUTOMATIC RENEWAL TERMS SET FORTH IN THIS SECTION.
12.4 Free Trial. Your Subscription may begin with a Free Trial for new subscribers for a period of time specified at the time of registration. Availability of a Free Trial is not guaranteed and may depend on the Service Tier selected. You must provide a Payment Method (as defined below) at signup to ensure uninterrupted access to your Subscription at the end of the Free Trial, when your Subscription automatically converts to a paid Subscription. We will charge the Subscription fee applicable to your Subscription to your Payment Method at the end of the Free Trial and on a recurring basis until your Subscription is cancelled as described herein. If your Subscription is cancelled or terminated for any reason, and you purchase a subsequent Subscription, you shall not be eligible for a Free Trial on such subsequent Subscription.
12.5 Billing. By providing a credit card or using another payment method accepted by Luminate (“Payment Method”) when signing up for a Subscription, you expressly agree that we are authorized to charge to the Payment Method the Fee for the Subscription, any other applicable Fee for additional services you may purchase, and any applicable Taxes in connection with your use of the Subscription. If you want to use a different Payment Method than the one you signed up to use during registration, or if there is a change in your credit card validity or expiration date, you may edit your Payment Method information by contacting us at: help@luminatedata.com. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer, or other provider of your chosen Payment Method. When you provide a credit card to access the Subscription, including in connection with a Free Trial, our system will attempt to verify the information you entered. We do this by processing an authorization hold, which is a standard practice. We do not charge you in connection with this authorization hold. In some instances, your credit limit or balance may reflect the authorization hold during your Free Trial. If your credit card expires and you do not edit your Payment Method information or cancel your Subscription, you authorize us to continue billing, and you will remain responsible for any uncollected amounts. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.
12.6 Pricing. We reserve the right to change the pricing of your Subscription, effective as of the renewal of your billing period. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your Subscription in accordance with the instructions included in that email and below. If you do not timely cancel your Subscription, your Subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your Payment Method for these amounts. We will not be able to notify you of any changes in applicable taxes.
12.7 Cancellation. You may cancel your subscription at any time before the end of the then-current billing period of your Subscription (or before the end of the period of your Free Trial, if applicable). Cancellation will take effect at the end of the then-current billing period unless otherwise disclosed. If you cancel, you will continue to have access to the Subscription through the end of your current billing period, unless you are subscribed through a Free Trial, in which case cancellation may be effective immediately. You must cancel your Subscription prior to 11:59 p.m. Eastern time on the day before your next recurring billing date in order to avoid being charged for the next billing period. We do not refund or credit for partially used billing periods, although we may provide such refunds or credits on a case-by-case basis in our sole and absolute discretion. To cancel your Subscription, please contact us at: help@luminatedata.com.
12.8 Termination or Suspension by Luminate. Luminate may, in its sole discretion, terminate or suspend your Subscription for failure to timely pay any applicable Fee (upon reasonable notice to you) or to provide accurate information or any breach of these Terms of Use (including, without limitation, these Subscription Terms).
12.9 Consent to Privacy Policy and to Receive Marketing Materials. By signing up for the Subscription (including, without limitation, a Free Trial), you hereby consent to the terms of Luminate’s Privacy Policy located at https://luminatedata.com/privacy-policy/. Without limiting the foregoing, you hereby consent to receive marketing and promotional emails from Luminate and its affiliates and partners, subject to the terms of Luminate’s Privacy Policy.
13. GENERAL.
13.1 Assignment. Neither Party may assign these Terms or any of its rights or obligations hereunder without the other Party’s prior written consent. Notwithstanding the foregoing, (a) either Party may assign these Terms in their entirety in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such Party’s assets or voting securities to such party’s successor and (b) Luminate may assign these Terms in its entirety to any Affiliate, in each case, without the other Party’s consent. Any attempt to transfer or assign these Terms except as expressly authorized under this Section will be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties and their respective permitted successors and assigns.
13.2 Change of Control. If, during the Term, you a) acquire, directly or indirectly, beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of any third party, whether by merger, consolidation, reorganization, acquisition, or other transaction or series of related transactions, or (b) acquire all or substantially all of the assets of any third party (each, a “Change of Control,” and such third party, the “Acquiree”), then you shall notify Luminate in writing of such Change of Control promptly, and in any event within thirty (30) days after its occurrence.
Following any such Change of Control:
If, as of the effective date of the Change of Control, the Acquiree is party to an active agreement with Luminate under which Luminate licenses data to the Acquiree (a “Pre-existing Agreement”), you shall, or shall cause the Acquiree to, assume and perform all obligations under such Pre-existing Agreement for the remainder of the Term, or the remainder of the Pre-existing Agreement’s term, whichever is later.
If, as of the effective date of the Change of Control, the Acquiree is not party to a Pre-existing Agreement, the parties shall promptly and in good faith negotiate an amendment to this Agreement to reflect the inclusion of the Acquiree, including appropriate adjustments to fees and the scope of data licensed hereunder.
If you undergo a Change of Control during the Term, you shall ensure that the surviving or acquiring entity assumes all of your obligations under this Agreement for the remainder of the Term.
13.3 Third party websites. You may be able to access third-party websites via the Services, and third-party websites may link to the Services (“Linked Sites”). You acknowledge and agree that we have no responsibility for and disclaim any liability for the information, content, products, services, advertising, code or other materials which may be provided by or through Linked Sites, even if they are owned or run by affiliates of ours. Inclusion of any Linked Sites does not constitute an endorsement or sponsorship by us of such Linked Sites or the information, content, products, services, advertising, code or other materials presented on or through such Linked Sites. Luminate does not represent or warrant that the content of any Linked Sites are accurate, compliant with applicable state or federal law, or compliant with copyright or other intellectual property laws. Any reliance on the content of a Linked Sites is done at your own risk and you assume all responsibilities and consequences resulting from such reliance. Information you submit at a Linked Site is subject to the terms and conditions governing said Linked Site, and Luminate has no control over how your information is collected, used, or otherwise handled via such Linked Site.
13.4 Governing Law; Arbitration. These Terms shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof. The Parties will first attempt to resolve any dispute, claim or cause of action arising out of or relating to these Terms (each, a “Dispute”) through good faith negotiations. If such Dispute is not resolved within ten (10) business days after such attempt, either Party may initiate binding arbitration in Los Angeles, California. The arbitration will be administered by JAMS by a single arbitrator. The award of the arbitrator will be binding and may be entered as a judgment in any court of competent jurisdiction. All participants will hold the content and result of the arbitration in confidence, each of whom will be bound by an appropriate confidentiality agreement. The prevailing Party as determined by the arbitrator will be entitled to recover its attorneys’ fees and costs in connection with such arbitration. Notwithstanding the foregoing dispute resolution procedure, in the event of an actual or threatened breach by You of these Terms, or any actual or threatened infringement of Luminate’s Intellectual Property Rights, Luminate may seek equitable relief in any court of competent jurisdiction (including restraining orders, or other temporary or permanent injunctive relief) without submitting to such dispute resolution procedure. THE PARTIES AGREE THAT BY ENTERING INTO THESE TERMS, THE PARTIES AGREE THAT THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL AND LIMITING THEIR RIGHT TO APPEAL, AS WELL AS WAIVING ANY AND ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION OR CLASS OR REPRESENTATIVE ARBITRATION.
13.5 Remedies. You acknowledge that any breach or threatened breach of these Terms may cause Luminate substantial, continuing, irreparable injury. Therefore, in addition to any other remedy that may be available to Luminate, Luminate shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of these Terms without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach, or posting of a bond. All remedies available to either Party for breach of these Terms are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
13.6 Independent Contractors. The Parties to these Terms are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.
13.7 Notices. Any notice or communication required or permitted under these Terms shall be in writing as follows: (a) if to Luminate, at Luminate Data, LLC, 11355 Olympic Boulevard, Los Angeles, CA 90064, Attn: Legal, with a copy to legal@luminatedata.com, and (b) if to you, at the address set forth in an applicable order form, in the address provided by you when signing up for a Subscription, or at such other address as you may provide via the Services. Notices shall be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; or (iii) if given by registered or certified mail, postage prepaid and return receipt requested, the second business day after such notice is deposited in the mail. In addition, Luminate may provide you with operational notices regarding the Luminate Products or other business-related notices via email or through conspicuous posting of such notice on the Services.
13.8 Force Majeure. Neither Party shall be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay any applicable Fee) if the delay or failure is due to unforeseen events which occur after the signing of these Terms and which are beyond the reasonable control of such Party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.
13.9 Publicity. Luminate may identify you as its customer to other Luminate customers or prospective customers. Without limiting the foregoing, you hereby grant Luminate the right and license to use and display your Trademarks on Luminate’s website and in Luminate’s marketing materials in connection with identifying you as a customer of Luminate. Upon your written request, Luminate will remove any such Trademarks from Luminate’s website and, to the extent commercially feasible, Luminate’s marketing materials.
13.10 Severability. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
13.11 Amendments; Waivers. Any waiver, modification or amendment of any provision of these Terms will be effective only if in writing and signed by the Parties hereto. No provision of any purchase order or other business form employed by you will supersede these Terms, and any such document relating to these Terms shall be for administrative purposes only and shall have no legal effect.
13.12 Entire Agreement. These Terms are the complete and exclusive statement of the mutual understanding of the Parties and supersede all previous written and oral agreements and communications relating to the subject matter of these Terms. Luminate may change and update the Luminate Products (in which case Luminate may update the applicable Documentation accordingly), subject to the warranty in Section 8.2 above.
13.13 Counterparts. These Terms may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. These Terms may be executed by email, PDF or other electronic means, and such signature shall be deemed binding for all purposes hereof, without delivery of an original signature being thereafter required.
