LumiQ Inc.

Last Modified: August 1, 2022

Terms and Conditions of Access, Use and Services

Welcome to LumiQ Inc. (“Company”, “LumiQ,” “we,” “us,” or “our”). For reference, LumiQ® is our flagship native and web platform offering professional education for CPAs. LumiQ Inc. is the official legal business name of the Company who has developed LumiQ.
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These terms and conditions of use for the Websites and Applications and the Services constitute a contract between LumiQ and yourself. By browsing or accessing our Websites and Applications, registering as User and/or using the Services, you confirm that you have read, understood, consented and agreed to be bound by the terms of service referred in this document or any document referred to and incorporated in this document including without limitation the Privacy Policy (collectively the: “Terms”), whether you are browsing the Websites and Applications or you are a registered User or customer of the Services.

1. ELIGIBILITY

The Terms apply to all persons, including natural persons and legal persons, who visit our Websites and Applications and/or register as a User, access the Services whether they are visiting, browsing, installing, registering, accessing or downloading content or using the Services (“Users”). If the User is not a natural person but an entity, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to the terms, and that you agree to the terms validly on the legal person’s or entity’s behalf. You must not be a competitor of LumiQ nor use the Services for reasons that are in competition with LumiQ or otherwise to replicate some or all of the Services for any reason.
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You represent and warrant that you are the legal age of majority under applicable law to form a binding agreement with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not use, register or access the Websites and Applications and the Services.
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By accessing and/or registering as User, using the Websites and Applications and/or the Services or by indicating your acceptance to the Terms in the manner required, you acknowledge that you have read, accepted, consented and agreed to these Terms. If you do not agree to these Terms, you shall not access the Websites and Applications or use the Services or register as a User.

2. ACCEPTANCE OF TERMS

LumiQ provides Services (as defined below) to you through the websites lumiqcpd.com, lumiqlearn.com, lumiqcpe.com, lumiq.cpa, luminari.ai, and luminari.co. LumiQ-owned sites and applications available through third parties (“Websites and Applications”) and access to and use of the Websites and Applications and the Services are provided to you subject to your acceptance of and compliance with the Terms.
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In addition, when using the Services, you will be subject to any posted guidelines or rules applicable to such Services which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into these Terms. When you are signing to these Terms as an employee of an entity that has entered into a Software as a Service Agreement (the “SaaS Agreement”) with the Company, you are personally subject to the Terms provided that you understand that the terms of the SaaS agreement will be incorporated hereunder and as a consequence of any breach under these Terms by you or your employer may be considered a breach under the SaaS Agreement. The Terms are not amending the SaaS Agreement between your employer and the Company and in case of a conflict, the terms of the SaaS shall supersede the Terms as between the Company and your employer. Further, you understand that your access through your employer’s portal will be subject to the SaaS Agreement remaining in force. If any term of the terms expressly conflicts with any term of the SaaS Agreement, the conflicting term in the SaaS Agreement will prevail, but only with respect to Users to whom both Agreements apply. All other terms and conditions in the Terms will remain in force.
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Certain features of the Services may also have their own specific terms and conditions that you agree to when you sign-up for that particular product, function or service (the “Special Terms”). Special Terms supplement the terms, but if any term of the Terms expressly conflicts with any of the Special Terms, the Special Terms will prevail, but only with respect to the applicable product, function or service. All other terms and conditions in both these Terms and the Special Terms will remain in force.

3. MODIFICATIONS TO THE TERMS

Company reserves the right at its sole discretion to revise, update, amend and change these Terms from time to time without prior notice provided that a posting will be temporarily available on the Websites and Applications and your continued access or use of this Website and Applications and/or the Services after such changes indicates your acceptance of the Terms as modified. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use of the Websites and Applications and/or Services shall be evidence of your acceptance of these. These Terms were last updated on March 7, 2022. If you do not agree with the amendment to one or more of these Terms, do not access or use this Website or the Services.
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The information and material on the Websites and Applications may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Websites and Applications is restricted to registered users or unavailable at any time for any period or is not updated.

4. REGISTRATION OBLIGATIONS

To access certain areas of the Websites and Applications and to use the Services, you must first complete the registration process and create an account (“Account”) and select and register a unique username and password (collectively, “Credentials”). Your Account and Credentials are specific to you and may not be shared with any other person. You are solely responsible for maintaining the confidentiality of your Credentials and you will be held responsible for any harm caused by disclosing or resulting from any unauthorized use of your Credentials or of the Services, including any losses incurred due to usage of a lost or stolen or unauthorized access of your Account. You will not permit any other person to use your Account or Credentials, and you will immediately notify the Company if you know or suspect that your Account or Credentials have been used by any other person.
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During the registration process, you will provide true, accurate, current and complete information about yourself as prompted by the onboarding form (such information being the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or complete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or complete, the Company has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) by you. Individuals who do not meet the legal age of majority under applicable law are not authorized to register. You will also be required to create a password. We encourage you to use “strong” passwords, passwords using a combination of upper and lower case letters, numbers and symbols, to restrict access to your Account. You must notify LumiQ immediately of any breach of security or unauthorized use of your Account.
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Company may act upon any communication that is given through your Account or by using your Credentials. Company is not required to verify the actual identity or authority of a person using your Account or Credentials, but Company may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Company is not satisfied with the verification. If Company, in its discretion, considers your Account or Credentials to be unsecured or to have been used inappropriately, then Company may immediately cancel the Account or Credentials without any notice to you.
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You may be required to change your Credentials from time to time. The Services are not available to any person whose access has been removed from the Services by LumiQ unless this person is provided with specific written authorization to re-use the Services at the Company’s discretion.

5. DESCRIPTION OF SERVICES

Company is offering to persons who have Accounts access to a web based and native platform that provide designated and non-designated accounting professionals and members of the public with streamed self study series of videos, audio streams and podcasts available on the Websites and Applications (the “Services”). More specifically, the Services may include: access and the ability to view or listen to self study series of videos, audio streams and podcasts streamed over the Internet to certain connected computers, tablets, smartphones, or other related devices. The provision of the Services is subject to these Terms and the payment of the fee payable at the time of the subscription or renewal, as the case may be.

We may, without prior notice, change the Services, or any part thereof, or stop providing the Services or features of the Services, to you or to Users generally. You agree that LumiQ will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. We have no obligation to retain any of your Account or User Content for any period of time beyond what may be required by applicable law. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability if, we suspect or have determined that you violate any provision of these terms, commit fraud or otherwise directly or indirectly abuse using the Services.
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You acknowledge that LumiQ may establish general practices and limits concerning use of the Services, including, without limitation, usage limits for the Services, the maximum period of time that data or other content will be retained by LumiQ and the maximum storage space that will be allotted on LumiQ servers on your behalf. You agree that LumiQ has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Services. You acknowledge that LumiQ reserves the right to terminate Accounts that are inactive for an extended period of time subject to compliance with applicable law. You further acknowledge that LumiQ reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
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The owner of the Websites, platforms and content is based in Canada. You are responsible to verify whether each content is recognized and verifiable in the jurisdiction where you are located and exercise your professional activities. This Website is not intended for use in any jurisdiction except as expressly provided on the Websites and Applications. If you access the Websites and Applications and use the Services from outside these jurisdictions, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

6. SECURITY AND PRIVACY POLICY

LumiQ cares about the integrity and security of your personal information and continues to take proactive measures to protect such information. We cannot, however, guarantee that unauthorized third parties will never be able to compromise our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
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Please review our privacy policy which contains important information about our practices in collecting, storing, using, disclosing information about identifiable individuals (“Personal Information”). Please note that your Personal Information that may be part of your Credentials, Registration Data and any other information that you provide to us through the Websites and Applications, as well as certain other information about you, is subject to Company’s Privacy Policy (accessible on our Company website). Your privacy is important to us.
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For more information, please see our Privacy Policy for details. You acknowledge that by consenting to these Terms, you have read, understood and provided an informed consent to the terms of the Company’s Privacy Policy.  You represent and warrant to us that you will not provide Personal Information that belongs to another individual but yourself without proper notices and disclosures, in which case you shall also obtain all applicable third parties consents and permissions and otherwise have all authority, in each case, as required by applicable laws, to enable us to make available the Services to you.

7. SITE MONITORING AND ENFORCEMENT, SUSPENSION, AND TERMINATION

Subject to applicable law, we reserve the right at any time and from time to time, to interrupt, suspend, disable or terminate your account, any username password, or other identifier, whether chosen by you or provided by us, in our sole discretion in case of a violation of any provision of these Terms or of applicable law.
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The provisions under these Terms that by their nature are intended to survive termination or expiration of these terms shall so survive the termination or expiration of either the Subscription or the Terms, as applicable, which include without limitations, sections No Reliance, Subscription, Intellectual Property, Warranties, Indemnity, Limitation of Liability, Governing Law, Arbitration and Choice of Jurisdiction.

8. NO RELIANCE

You expressly acknowledge that the content on our Websites and Applications is not intended for professional advice or reliance. You must obtain and provide your own specific and professional advice with no reliance on the content available on the Websites and Applications. Without limitation to the foregoing, we make no representations, warranties, or guarantees, whether express or implied, concerning the accuracy, completeness or up to date nature of the information provided and does not accept any liability whatsoever arising from errors or omissions contained in the content made available. Your use of the Websites and Applications and/or of the Services is at your own risk and neither the Company nor its affiliates, partners, contractors, agents, licensors, licensees, suppliers and their respective officers, directors, employees, agents, partners, contractors and successors make any representations, nor guarantees, nor undertakings nor assume any responsibility for your use of the LumiQ Content or of the Websites and Applications and/or the Services.
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LumiQ uses reasonable effort to ensure that the content available and applicable Services are eligible and verifiable in the states of the United States of America (“USA”) and the provinces of Canada. The content generally eligible in the USA and Canada, save for exceptions indicated on the Websites and Applications will be identified respectively with the acronyms CPE and CPD. To the extent it is reasonably practicable, when the LumiQ Content qualifies for CPE and CPD hours, LumiQ may add a logo or mark on the said content. Notwithstanding the mark CPE or CPD, you are responsible at all times to verify all exceptions that LumiQ indicates regarding each episode, as some may be eligible in certain jurisdictions and not in other jurisdictions. Notwithstanding the foregoing, LumiQ does not warrant that the regulatory bodies of each jurisdiction will confirm or maintain the eligibility of the content available on the Websites and Applications and through the Services, and the Users will remain responsible to confirm eligibility and for meeting their CPD/CPE requirements. The Users acknowledge that LumiQ is not liable in any manner whatsoever regarding the CPD/CPE eligibility and you acknowledge that it is your responsibility to ensure any content is acceptable to your applicable governing body as CPD in the provinces of Canada and as CPE in the United States of America. We strongly recommend that you contact your applicable governing body if you have further questions.

9. USER GENERATED CONTENT

We value your visit to the Websites and Applications and welcome any questions, ideas, comments or feedback you might have about this Website, these Terms or any of the products or services offered by LumiQ (“Feedback”). Please refer to the Contact section of this Website for phone and fax numbers and email addresses.
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You agree that any Feedback will not be treated as confidential, and nothing in these Terms will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to you and without any obligation to you. You grant to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, translate, distribute, publicly perform, publicly display, import, sell, offer for sale, make, have made, derive revenue or other remuneration from, and otherwise exploit and disclose to third parties the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same.
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Your access to the Websites and Applications and use of the Services provide LumiQ with information and data relating to your activity, and LumiQ Content that has been accessed, amount of time viewed, information regarding Users’ hardware and equipment and how Users interact with and use the Services (collectively, “Access and Services Data”). All Access and Service Data that is identifiable to a person will be treated in accordance with the Privacy Policy. You hereby grant to LumiQ a world-wide, fully-paid, royalty-free, perpetual, unrestricted, transferable, sublicensable, right and licence to use Service Data for the purposes of creating anonymous data and records derived from or generated by Service Data (collectively, “Metadata”). LumiQ exclusively owns all rights, including, but not limited to, Intellectual Property Rights, in and to all Metadata and LumiQ is entitled to the unrestricted use and dissemination of all Metadata for any purpose in accordance with the terms of the Privacy Policy and applicable law.

10. HYPERLINKS

Hyperlinks on the Websites and Applications are provided for your convenience only. These links do not imply an endorsement of any linked sites or an affiliation with their owners or operators. LumiQ has no control over the content of any linked site. This content is the sole responsibility of the owner or operator of the linked site. You are responsible to review and may be required to consent to third parties’ terms and conditions prior to accessing linked sites.

11. ACCEPTABLE USE AND RESTRICTIONS

In addition to complying with these Terms, you agree to use the Websites and Applications, the Services and LumiQ Content on the Websites and Applications for lawful purposes only and in a manner consistent with these Terms as well as with local, provincial/state, national or international laws and regulations. Some jurisdictions may have restrictions on the use of the Internet by their residents.
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You agree not to use or refer to the LumiQ Content, or the Services or the Websites and Applications in any manner that: (i) infringes, violates or misappropriates the Intellectual Property Rights or any rights of the Company or any third party in the LumiQ Content or any content referred through the Websites and Applications; or (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to the Company or any person or entity; or (iii) is in violation of any applicable laws; or (iv) that implies in any manner that your professional advice is related to or relying on the content accessed through the Websites and Applications including the LumiQ Content; or (v) encourage or enable others to engage in any of the foregoing prohibited activities.
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Without limitation to the generality of the foregoing and to the Proprietary Rights section, you agree not to engage in any of the following prohibited activities: (i) copying, inserting, distributing, or disclosing any part of the Websites and Applications and/or the Services and/or the LumiQ Content in any medium or support, in any manner whatsoever including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” or “offline readers,” to access the Services in a manner that sends more request messages to the LumiQ servers than a human can reasonably produce in the same period of time by using a conventional on-line web browsers; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Websites and Applications and/or the Services; (vii) collecting or harvesting any personally identifiable information from the Websites and Applications and/or the Services, except as expressly permitted by the features of the Services; (viii) using the LumiQ Content or the Services for any commercial solicitation or professional purposes such as providing advice provided that the sole purpose allowed is the use of the Services for the purpose of obtaining professional training in a manner compliant with the terms of the Agreement, provided that no representation is made in regard of whether the regulatory body that has jurisdiction over your professional activities will consider the content as meeting their requirements from time to time; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, misrepresenting your credentials, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein including the LumiQ Content.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. LumiQ shall have no liability for your interactions with other Users, or for any User's action or inaction. LumiQ shall have no obligation to you to enforce these terms against any other User.

12. SUBSCRIPTION

13. PROPRIETARY RIGHTS

LumiQ®, lumiqcpd.com, lumiqlearn.com, lumiqcpe.com, lumiq.cpa, luminari.ai, and luminari.co and related names, words, logos, product and service names, designs, images and slogans are trademarks or trade names of LumiQ and its affiliates in Canada and other jurisdictions.
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Nothing in these Terms or on this Website will be construed as granting or conferring, either expressly, by implication, by estoppel or otherwise, a licence or other right to use any such marks or names or any other intellectual property right of LumiQ. The names of other companies, products and services referred to on the Websites and Applications may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of LumiQ or of third parties is strictly prohibited.
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The Websites and Applications as well as the Services and all their entire content, features, and functionality, including without limitation all materials and content therein or transferred thereby, all information, software, code, data, displays, presentation, website layout, images, text, design, selection of arrangement, graphics, illustrations, logos, patents, trademarks, service marks, photographs, audios, videos, music, and User Content, are owned by LumiQ, its licensors or other providers of such material and are protected in all forms by intellectual property laws including without limitation copyright, trademark, patent, trade secret, and any other proprietary rights whether or not registered related thereto (collectively “Intellectual Property Rights”), are the exclusive property of LumiQ and its licensors (the “LumiQ Content”). Except as explicitly provided herein, nothing in these terms shall be deemed to create a license or any right in or under, any such LumiQ Content and LumiQ’s or its licensor’s Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the LumiQ Content used for any purpose not expressly permitted by these terms is strictly prohibited.
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Title to the LumiQ Content remains with LumiQ or its licensors. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. LumiQ reserves the right for itself and third-party owners to take such steps as it deems necessary, including legal action, to enforce its rights under trademark and copyright law.
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You may only use the Services and the content including without limitation, the LumiQ Content available on the Websites and Applications for your personal and non-commercial use. You shall not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, in any form or medium whatsoever except a reasonable number of copies for personal use only may be printed keeping any proprietary notices thereon, which may only be used for non-commercial and lawful personal use and not for further reproduction, publication, or distribution of any kind on any medium whatsoever. Users are not permitted to modify copies of any materials from this Website nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the Websites and Applications or any Services or LumiQ Content available through the Websites and Applications.
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If you print off, copy, or download any part of our Websites and Applications in breach of these Terms, your right to use the Websites and Applications and the Services will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Website or to any content on the Website, and all rights not expressly granted are reserved by LumiQ.
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Any use of the Website and Applications or the Services or the LumiQ Content not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

14. THIRD-PARTIES LINKS AND SERVICES

The Services may contain links to third-party websites, advertisers, services, or other events or activities that are not owned or controlled by LumiQ (collectively, “Third Party(ies)”). LumiQ does not endorse or assume any responsibility for any such Third-Party sites, information, materials, products, or services. If you access a Third-Party website from the Services or use a Third-Party service, you do so at your own risk, and you understand that these terms and the Privacy Policy do not apply to your use of such Third Party sites or services. You expressly release LumiQ from all liability arising from your use of any Third-Party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that LumiQ shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
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Users may have to accept the terms of use applicable to the third-party content and/or software.

15. ELECTRONIC COMMUNICATIONS

By registering as a User or consenting to the Terms, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing electronically.

We may use your personal information to send email and other communications to you about our Services, offerings, news and opportunities. If you do not wish to receive such communications, you can “unsubscribe” using the link provided in the communications, or by contacting us at help@lumiqlearn.com.

16. INDEMNITY

You will defend, indemnify and hold harmless LumiQ and its affiliates, agents, licensors, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including but not limited to attorney's fees, (collectively, “Losses”), whether such Losses arise prior to termination of these terms or subsequent thereto, arising from: (i) your use of and access to the Websites and Applications and/or the Services or the unauthorized use of your Account or Credentials; any data or content transmitted or received by you including without limitation User Content and Service Data; (ii) your violation of any term of these Terms, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights of any party including without limitation in LumiQ Content; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Services with your account or log-in information; or (vii) use of the LumiQ Content or materials for any purpose not expressly permitted by the Terms. Notwithstanding the foregoing, LumiQ retains the right to participate in the defense of and settlement negotiations relating to any third-party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense, provided further that you should not settle any claim without LumiQ’s prior written approval.

17. EXCLUSIONS

LumiQ DOES NOT GUARANTEE ANY RESULTS FROM BROWSING OR USING THE SERVICES OR ACCESSING THE WEBSITES AND APPLICATIONS. THE WEBSITES AND APPLICATIONS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ACCESS TO THE WEBSITES AND APPLICATIONS AND/OR USE OF THE SERVICES IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITATION TO THE FOREGOING, ANY CONTENT INCLUDING WITHOUT LIMITATION, INFORMATION, DOCUMENTS, COURSES OR MATERIAL THAT MAY BE POSTED ON, OR AVAILABLE THROUGH, THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO REPLACE OR BE A SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, LEGAL, TAX, COMPLIANCE, OR OTHER ADVICE. NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LumiQ OR THROUGH THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES WILL AMOUNT TO ADVICE NOR CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, LumiQ, ITS AFFILIATES, AGENTS, LICENSORS OR SUCCESSORS AND THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, DIRECTORS, AGENTS, OFFICERS AND DIRECTORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT OR ERROR FREE; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES, FILES OR DATA AVAILABLE FOR DOWNLOADING ARE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE OR HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN OPTION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES. YOU ARE ENTIRELY AND SOLELY RESPONSIBLE FOR YOUR USE OF THE WEBSITES AND APPLICATIONS AND YOUR COMPUTER, INTERNET, AND DATA SECURITY.
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LumiQ DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE LumiQ SERVICES, WEBSITES AND APPLICATIONS OR ANY HYPERLINKED WEBSITE, AND LumiQ WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A USER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
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LumiQ IS NOT RESPONSIBLE IN ANY MANNER FOR DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OUR SERVICES, OR OF ANY SOFTWARE THAT MAY BE AVAILABLE FOR DOWNLOAD OR THE PURCHASE OR LICENSE OF ANY GOODS OR SERVICES RELATED TO THE SERVICES OR THE PAYMENT OF THE SERVICES.
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LumiQ DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY REGULATORY, PROFESSIONAL OR LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE SERVICES IS IN ACCORDANCE WITH APPLICABLE LAW AND OF YOUR PROFESSIONAL OBLIGATIONS.

18. LIMITATION OF LIABILITY

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL THE COMPANY NOR ITS AFFILIATES, AGENTS, LICENSORS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR  NEGLIGENCE,  GROSS  NEGLIGENCE,  NEGLIGENT  MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR PAYMENT OF, OR RELIANCE ON, THE WEBSITES AND APPLICATIONS AND/OR THE SERVICES OR IN CONNECTION WITH THE SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY WEBSITES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW.
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LumiQ SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, TELECOMMUNICATIONS NETWORKS OR OTHER SYSTEMS OR NETWORKS OUTSIDE THE REASONABLE CONTROL OF LumiQ.

19. FORCE MAJEUR

LumiQ shall not be considered to be in default or breach of these Terms, and shall be excused from performance or liability for damages to any other party, if and to the extent it shall be delayed in or prevented from performing or carrying out any of the provisions of these Terms, arising out of or from any act, omission, or circumstance by or in consequence of any act of God, labor disturbance, pandemic, epidemic, sabotage, failure of suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, epidemic, breakage or accident to machinery or equipment or any other cause or causes beyond LumiQ’s reasonable control, including any curtailment, order, regulation, or restriction imposed by governmental, military or lawfully established civilian authorities, or by making of repairs necessitated by an emergency circumstance not limited to those listed above upon the property or equipment of the Party or property or equipment of others. A Force Majeure event does not include an act of negligence or Intentional Wrongdoing by a Party.

20. DISPUTES/ARBITRATION/CHOICE OF FORUM

Your satisfaction with the Services is important to LumiQ. If you have a complaint regarding the Services, or with respect to any provision of the Terms, you must first submit your complaint directly to LumiQ at help@lumiqlearn.com. LumiQ will review your complaint and seek to answer the complaint as soon as reasonably possible.
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If your complaint is not resolved to your reasonable satisfaction within 30 days of making the complaint, you agree to resolve the complaint by final and binding arbitration to the extent mandatory arbitration is permitted by applicable law. The arbitration will be conducted in the province of Ontario, Canada,, in accordance with the commercial arbitration laws and rules in Ontario, Canada. The complaint shall not be made the subject matter of an action in any court unless the complaint has first been submitted to arbitration and finally determined in arbitration. Any such action commenced thereafter shall only be for the purpose of enforcing the arbitration decision and the costs incidental to the action.

21. INJUNCTIVE RELIEF

The Parties agree that irreparable harm can occur in the event that the provisions of the Terms regarding the authorized use of the LumiQ Content were otherwise breached for which money damages would not be an adequate remedy at law. It is accordingly agreed that we shall be entitled to an injunction or injunctions and other equitable relief to prevent such breaches of the Terms, in a court of competent jurisdiction without proof of actual damages (and without the requirement of posting a bond or other security) and the Receiving Party agrees not to plead sufficiency of damages as a defense in any such proceeding.

22. GENERAL

CONTACT US

We value your visit to this Website and welcome any questions or comments you might have about this Website, these Terms, or any of the products or services offered by LumiQ. Please refer to the Contact section of this Website for phone, email addresses and other ways to contact us.