LumiQ Inc.

Last Modified: March 1, 2026

Terms and Conditions

Welcome to LumiQ®, a native and web platform offering professional education content for accounting and finance professionals and members of the public with self-study videos, audio content and podcasts. LumiQ has been developed by LumiQ Inc. ( “we” or “us”) and may be licensed for individual use (“Personal License”) or to an organization for use by its employees and contractors (“Team License”).

These terms and conditions of access and use of LumiQ are a binding legal contract between you and us, and apply to LumiQ: (i) as it is updated from time to time; and (ii) in all media including website or mobile application. By browsing, accessing, registering for or using (“Using”) LumiQ, you confirm that you have read, understood, and agree to be bound by these terms and conditions and in any document referred to and incorporated herein including our Privacy Policy  (collectively, the “Terms”). If you have signed an Order Form, they also form part of the Terms, and shall govern in the event of a conflict with these Terms and Conditions.

LumiQ is offered through lumiqcpd.com, lumiqlearn.com, lumiqcpe.com, lumiq.cpa, luminari.ai, and luminari.co, and other URLs we may establish from time to time. Websites and applications we own that are available through third parties are also governed by the Terms.

1. DEFINITIONS

“Account” means an individual account with LumiQ for a single authorized User;
“Activity Data” means the information generated by your use of LumiQ, including information relating to your activity, content that has been accessed, duration of viewing time, your hardware and equipment and how you interact with LumiQ;
“Credentials” means a User’s unique username and password;
“Feedback” means any questions, ideas, comments or feedback a User provides about any LumiQ products or services;
“Insights” means aggregated and anonymous insights generated from your Activity Data;
“Intellectual Property Rights” means rights protected by intellectual property laws including copyright, trademark, patent, trade secret, and any other proprietary rights whether or not registered;
“Losses” means any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including but not limited to attorney's fees;
“LumiQ IP” means our and our affiliates’ trademarks and trade names, including 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, including without limitation all materials and content therein, 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;
“Mobile App” means the version of LumiQ accessible via mobile or tablet device as such software may be amended, updated or otherwise changed from time to time;
“Personal License” means a license to an individual to use LumiQ;
“Registration Data” means information you provide to register your Account with us;
“Renewal Term” means a subscription term that has automatically renewed following the initial Subscription duration;
“Special Terms” means specific terms and conditions applicable to certain LumiQ features that you agree to when you sign up for that product, function or service;
“Team License” means a license to an organization for its employees and contactors to use LumiQ;
“Terms” means these terms and conditions and in any document referred to and incorporated herein including our Privacy Policy;
“Transaction” means the manner in which you obtain access to LumiQ for a free trial or for a fee applicable at the time of the initial subscription;
“User” means any person who uses LumiQ under a Personal or Team License, and any visitor to any of our sites; and
“Utilize” means to use, copy, license, rent, distribute, reproduce, edit, modify, adapt, translate, transmit, publish, sell, create derivative works, derive remuneration from, or otherwise exploit or disclose to third parties.

2. ELIGIBILITY

The Terms apply to all persons who use LumiQ under a Personal or Team License, and to any visitors to any of our sites (“Users”). If you do not agree to the Terms, do not use LumiQ nor allow your organization’s Users to.

You represent and warrant that you are: (i) the legal age of majority under applicable law; and (ii) have the legal capacity to form a binding agreement with us.

If you are an organization with a Team License, you represent and warrant that you are an authorized representative of the organization with the authority to bind it, and you agree to the Terms on its behalf. You further agree:

i.
to specify the number and type of accounts to be issued by us;
ii.
to ensure that only authorized Users use LumiQ through their specific individual Account;
iii.
that authorized Accounts are assigned to specific Users and may not be shared;
iv.
to take reasonable steps to prevent unauthorized use of LumiQ;
v.
to ensure your organization’s Users abide by the Terms;
vi.
that you are liable for any use of LumiQ by your organization’s Users, whether authorized or not;
vii.
to designate a representative to manage your organization’s authorized Users, including adding and removing Accounts, reassigning Accounts and receiving usage and billing reports;
viii.
that authorized Accounts may only be reassigned if the original User has consumed less than five hours or credits during the subscription period; and
ix.
that we have no obligation to provide refunds or credits to any authorized User.

3. ACCEPTANCE OF TERMS

All Users are personally subject to the Terms, and you acknowledge that under a Teams License, your use of LumiQ is subject to your organization’s control. Further, you understand that your access to LumiQ through your employer’s portal depends upon the Terms remaining in force and your organization’s continued authorization of your Account.

Certain LumiQ features may also have their own specific terms and conditions that you agree to when you sign up for that product, function or service (the “Special Terms”). Special Terms supplement the Terms, but in the case of any express conflict with the Terms, the Special Terms shall supersede the Terms: (i) to the extent of the conflict; and (ii) only with respect to the applicable product, function or service.

You acknowledge that we may establish general practices and limits concerning use of LumiQ, including usage limits, a maximum time period that we will retain data or other content, and a maximum storage space on LumiQ servers for you. You agree that we will not be liable to you or any third party for the deletion or failure to store any data or other content maintained or uploaded by a User. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our absolute discretion, with or without notice.

When using LumiQ, you will be subject to any guidelines or rules that may be posted from time to time, and all such guidelines and rules are incorporated into the Terms.

We may, without prior notice, update LumiQ, or any aspect thereof, or stop providing LumiQ or features thereof, to you or to Users generally. We may also suspend LumiQ for maintenance, if we believe in good faith you have breached the Terms, to address emergency security concerns, or if required by law or a regulatory body. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of LumiQ. We have no obligation to retain any of your Account, Credentials or User content for any period beyond what is required by applicable law. Additionally, we may permanently or temporarily suspend or terminate your access to LumiQ, and the Terms, without notice and liability if we suspect or have determined that you have violated the Terms or applicable law. We also reserve the right to terminate Accounts that are inactive for an extended period, subject to compliance with applicable laws. No termination of the Terms will entitle you to a subscription fee refund.

4. CHANGES TO THE TERMS

We reserve the right in our sole discretion to update the Terms from time to time without prior notice, and your continued use of LumiQ after such changes indicates your acceptance of the updated Terms. You agree to periodically review the Terms so as to be aware of any updates. The Terms were last updated on March 1, 2026. If you do not agree with any updates to the Terms, do not use LumiQ nor allow your Users to.

The information and material on our websites and applications may be changed, withdrawn, or terminated at any time in our absolute discretion without notice. We will not be liable if, for any reason, all or any part of LumiQ is restricted to registered Users or unavailable at any time.

5. REGISTRATION

To use all features of LumiQ, you must complete the registration process and create an account (“Account”) with a unique username and password (“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: (i) your sharing of them intentionally or unintentionally, or (ii) any authorized or unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify us if you know or suspect that your or any of your Users’ Account or Credentials are available to or have been used by another person.

During the registration process, you will provide true, accurate, current and complete information about yourself and, in the case of a Team License, your organization’s Users (the “Registration Data”). You will also maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide, or we have reasonable grounds to suspect that information is inaccurate, outdated or incomplete, we may suspend or terminate your Account and refuse any and all of your current or future use of LumiQ.

We may act upon any communication sent through your Account or under your Credentials. We are not required to verify the actual identity or authority of any person using your Account or Credentials, but we may from time to time require verification of identity and refuse use of your Account if such verification fails. If we, in our absolute discretion, believe your Account or Credentials have been: (i) shared with unauthorized Users not included in a Team License,  (ii) unsecured or compromised, or (iii) used inappropriately, we may immediately suspend or terminate your Account or Credentials without any notice to you.

You may be required to change your Credentials from time to time. LumiQ is not available to any person whose access we have removed for any reason without our specific written authorization, which remains at our absolute discretion.

6. SECURITY AND PRIVACY

We maintain Appropriate technical and organizational measures to protect your personal 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.

Please review our Privacy Policy which contains important information about how we collect, store, use and share  personal information. Please note that your personal information may be included in your Credentials, Registration Data or any other information that you provide to us through LumiQ, as well as information we may collect about you.

You represent and warrant to us that you will not provide personal information of another individual without proper consent.

We use personal information to tailor offerings to our customers, manage our risks and operations, and as legally permitted or required. We will never sell User data, including our list of Users.

7. NO RELIANCE

You acknowledge and agree that LumiQ content is not intended as, and does not constitute, professional advice or guidance in general or for any specific situation. Without limiting the foregoing, we make no representations, warranties, or guarantees, express or implied, as to the accuracy, completeness or current nature of the information provided and do not accept any liability whatsoever arising from content errors or omissions. Your use of LumiQ is at your own risk and neither we nor our affiliates, directors, partners, contractors, agents, licensors, licensees, suppliers or successors make any representations or guarantees, nor assume any responsibility for your use of LumiQ.

You are solely responsible for ensuring that LumiQ content satisfies your professional education requirements, and we do not represent or warrant that any regulatory body will confirm the eligibility of LumiQ content.

We own and operate LumiQ worldwide from Canada, subject to restrictions on certain countries under Canadian or other laws. We make no representation that it is appropriate or available for use in any jurisdiction except for Canada, the US, Bermuda and the United Kingdom. If you use LumiQ from outside these jurisdictions, you do so at your own risk and you are responsible for complying with applicable local laws.

8. USER FEEDBACK AND DATA USE

We value your use of LumiQ and welcome any questions, ideas, comments or feedback you may have about any of the products or services we offer (“Feedback”). Your Feedback will not be treated as confidential, and we shall have no restriction on our right to use any Feedback, without compensation or any obligation to you. You grant to us and our affiliates and service providers, and each of our and their respective licensees, successors, and assigns, a fully paid up, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable license (including any moral right) to use, copy, license, distribute, reproduce, edit, modify, adapt, translate, transmit, publish, sell, create derivative works, derive remuneration from, and otherwise exploit and disclose to third parties (“Utilize”) the Feedback in any form, media, or technology and to allow others to do the same.

Your use of LumiQ provides us with information relating to your activity, content that has been accessed, duration of viewing time, your hardware and equipment and how you interact with LumiQ (collectively, “Activity Data”). All Activity Data that is identifiable to a person will be treated according to the Privacy Policy. We will use your Activity Data to generate aggregated and anonymous insights (“Insights”). We are the exclusive owner of all rights of any nature in and to all Insights, and we are entitled to their unrestricted use and sharing for any purpose.

9. ACCEPTABLE USE AND RESTRICTIONS

You agree to use LumiQ for lawful purposes only, in a manner consistent with the Terms, and in compliance with applicable laws and regulations.

You agree not to use or refer to LumiQ in any manner that: (i) infringes, violates or misappropriates our or a third party’s Intellectual Property Rights ; (ii) may be considered defamatory, discriminatory or otherwise malicious or harmful to us or any person;  (iii) implies in any manner that your professional advice is related to or relies upon on LumiQ content; or (iv) encourages or enables others to engage in any of the foregoing.

Without limiting the generality of the foregoing, you will not, nor permit others to:

i.
sub-license, sell, rent, lend, lease or distribute LumiQ or any intellectual property rights therein, or otherwise make LumiQ available to anyone other than Authorized Users;
ii.
use or access LumiQ (A) in violation of any applicable law or intellectual property right, (B) in a manner that threatens the security or functionality of LumiQ, or (C) for any purpose or in any manner not expressly permitted in this Agreement;
iii.
use LumiQ to create, collect, transmit, store, use or process any Client Data other than in accordance with this Agreement, including to:
a.
upload or otherwise use LumiQ in connection with any documents, information or data that:
1.
contain any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;
2.
you do not have the lawful right to create, collect, transmit, store, use or process; or
3.
violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);
b.
modify LumiQ;
c.
reverse engineer, de-compile or disassemble LumiQ;
d.
remove or obscure any proprietary notices or labels on LumiQ, including brand, copyright, trademark and patent or patent pending notices;
e.
access or use LumiQ for the purpose of building a similar or competitive product or service, or for any purpose other than internal research projects, including for any commercial purpose; or
f.
perform any vulnerability, penetration or similar testing of LumiQ.

10. SUBSCRIPTION

You can access LumiQ for a free trial or for a fee applicable at the time of the initial subscription, either of which is a “Transaction”. Your access to LumiQ or certain paid features thereof, may start with a free trial, subject to your agreeing to the Terms. Any free trial period will continue for the duration specified as part of the Transaction and is intended to allow persons who have never registered to try LumiQ. Eligibility is determined by us in our absolute discretion, and we may limit eligibility or duration to prevent abuse. We have the right to revoke any free trial and suspend your Account if we determine that you are ineligible for a free trial. We may use information such as device ID, method of payment and email address(es) connected with existing or recent Accounts to assess eligibility.

We process Transactions through a third-party payment processor, and payment must be made in full and in advance.

Subscriptions will automatically renew within 24 hours on the day after their duration ends, for the same duration (the “Renewal Term”) and will be governed by the Terms in effect on the first day of the Renewal Term. If you do not wish to renew, you must notify us by (i) by cancelling on the LumiQ billing portal, or (iii) in writing that you wish to cancel, before the Renewal Term or within 10 business days after the automatic renewal.

Current offers available at the time you subscribe are indicated on LumiQ and will be updated from time to time without notice to you. Your subscription pricing will not be modified by previous or subsequent offers until renewal. From time to time we may issue a one-time discount code or coupon or other special rates subject to the terms and conditions we specify, which will not apply to existing subscriptions, and which we reserve the right to discontinue such at our absolute discretion.

‍You acknowledge that we may change the subscription fee from time to time as indicated by an update to the LumiQ billing portal If the subscription fee has changed since you subscribed, the new subscription fee will take effect at renewal. Depending on your subscription method, you may be provided with an invoice prior to renewal which will indicate the renewal subscription fee. You expressly authorize us to instruct your payment processor to process payment on the first day of the Renewal Term or a reasonable time thereafter. You accept renewal at the new price by not cancelling, nor objecting to the increase and continuing to use LumiQ during the Renewal Term.

All prices are in your local currency, unless otherwise indicated on the invoice, and subject to all applicable sales taxes. All subscription fees shall be paid in full in advance and there are no refunds for cancellation, unless LumiQ has been completely unavailable to you for more than 30 continuous days, and such outage is directly attributable to our act or omission, in which case you shall be entitled to a pro rata refund for the length of the outage. If: (i) we suspend or terminate your Account or any User Account upon your breach of the Terms; or (ii) the Duration expires before you have met all continuing professional education/development requirements, you acknowledge and agree no refund will be issued.

The fees do not include applicable sales, use, value-added or other taxes. You are responsible for and pay all applicable taxes, duties, tariffs, assessments, export/import fees and similar charges, including any applicable interest and penalties payable in connection with the subject of this Agreement. If at any time LumiQ is required by a taxing authority to pay any taxes not previously collected from you, you will promptly submit such taxes, including applicable penalties and interest, if any, to LumiQ upon written notice.

Should you wish to dispute any charges, you must inform us within 30 days. Any dispute does not impact your responsibility to timely pay undisputed amounts.Provision of LumiQ may be subject to import and export laws, and legal restrictions of other countries.

11. MOBILE APP

You will have to independently enter into a separate agreement regarding the use of mobile applications whenever provided through third parties, in which case you are entirely responsible for complying with their terms and conditions.

Once the Mobile App is available to you, then upon payment of the subscription fee, you will be authorized to use LumiQ via a mobile or tablet device as such software may be amended, updated or otherwise changed from time to time (“Mobile App”). To use the Mobile App, your device must be compatible;  we do not warrant that the Mobile App will be compatible with your device. We will grant you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile App for one LumiQ Account on any mobile device owned or leased solely by you, for your personal use. We may from time to time update the Mobile App and may automatically update the version of the Mobile App that you have on your mobile device. You consent to such automatic updates.

12. 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 ours and our affiliates.

Nothing in the Terms shall or shall be deemed to grant or confer, either expressly, by implication, estoppel or otherwise, a licence or other right to use any such marks or names or any other content, features, or functionality, including without limitation all materials and content therein or transferred thereby, 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, or user content (“LumiQ IP”). The names of other companies, products and services referred to on LumiQ may be trademarks or trade names of their respective owners. Any unauthorized use of our trademarks or trade names or those of third parties is strictly prohibited.

All LumiQ IP is owned by us, our licensors or other providers of such material and are protected in all forms by intellectual property laws including copyright, trademark, patent, trade secret, and any other proprietary rights whether or not registered related thereto (collectively “Intellectual Property Rights”), and are our exclusive property and of our licensors.

Use of any LumiQ IP, 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. We reserve the right for ourselves and third-party owners to take such steps as we consider appropriate, including legal action, to enforce such rights under trademark and copyright law.

A reasonable number of paper copies of LumiQ content for personal use only may be printed keeping any proprietary notices thereon, that 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.

If you print, copy, or download any part of LumiQ in breach of the Terms, your right to use LumiQ will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

Except as explicitly provided herein, you agree not to Utilize any materials or content accessible on LumiQ. Use of the LumiQ IP for any purpose not expressly permitted by the Terms is strictly prohibited.

13. THIRD PARTY LINKS

For your convenience only, LumiQ may contain links to unaffiliated third party websites. We do not endorse or assume any responsibility for any such websites, products, or services. If you access a third party website or use a third party product or service, you do so at your own risk and release us from all liability arising from your use of any third party website, product or service.

14. ELECTRONIC COMMUNICATIONS

LumiQ may provide notifications, whether required by law or for marketing or other business-related purposes, to you via email or through conspicuous posting of such notice on our website, as we determine in our absolute discretion. We reserve the right to determine the form and means of providing notifications to our Users. We recommend that you add help@lumiqlearn.com to your email address book to help ensure you receive email notifications from us.

You consent to receiving certain electronic communications from us as further described in our Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements.

If you do not wish to receive communications about our services, offerings, news and opportunities, you can “unsubscribe” using the link provided in the communication, or emailing Contact Us.

15. LumiQ INDEMNITY

If you are an organization with a Team License, we will indemnify and defend you and your employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third-party claims (including damages, recoveries, deficiencies, interest, penalties and legal fees) directly or indirectly arising from or in connection with any claim by a third party alleging that LumiQ infringes, violates or misappropriates any intellectual property right of any person. These obligations will not apply to the extent that a claim by a third party is: (i) based on your or any Authorized User’s unauthorized use in a manner not permitted by the Terms, if such claim would not have arisen but for such unauthorized use; or (ii) based on your breach of the Terms, if such claim would not have arisen but for such breach. If you seek indemnification under this section, you shall (a) promptly notify us of the claim, (b) give us sole control of the defense and settlement of the claim, and (c) provide the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

16. YOUR INDEMNITY

You will defend, indemnify and hold us harmless as well as our 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 before or after termination of the Terms, arising from:

i.
your use of LumiQ or the unauthorized use of your Credentials;
ii.
any data or content transmitted or received by you or through your Account including User content and Activity Data;
iii.
your violation of the Terms, or use of LumiQ IP or materials for any purpose not expressly permitted by the Terms;
iv.
your violation of any third party right, including any privacy or Intellectual Property Right;
v.
your intentional or negligent introduction of any computer virus, worm, malicious code, or any software intended to damage or alter a computer system or date into LumiQ; or
vi.
your violation of any applicable law, rule or regulation.

You will fully cooperate us in your defense of any claim pursuant to your indemnification obligations under the Terms. We reserve 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 our own selection at our cost and expense, provided further that you shall not settle any claim without our prior written approval.

17. EXCLUSIONS

LumiQ SHALL BE PROVIDED IN A PROFESSIONAL MANNER CONSISTENT WITH GENERAL INDUSTRY STANDARDS. HOWEVER, WE DO NOT GUARANTEE ANY RESULTS FROM USING LumiQ, WHICH IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF LumiQ IS AT YOUR OWN OPTION AND RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ANY CONTENT INCLUDING  INFORMATION, DOCUMENTS, COURSES OR MATERIAL THAT MAY BE AVAILABLE THROUGH LumiQ ARE FOR INFORMATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO SUBSTITUTE FOR ANY PROFESSIONAL FINANCIAL, LEGAL, TAX, COMPLIANCE, OR OTHER ADVICE. NO INFORMATION YOU OBTAIN FROM LumiQ WILL AMOUNT TO ADVICE NOR CREATE ANY WARRANTY. WITHOUT LIMITING THE FOREGOING, WE, OUR 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 LumiQ WILL MEET YOUR REQUIREMENTS; THAT LumiQ WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT LumiQ, 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 LumiQ 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 LumiQ. YOU ARE ENTIRELY AND SOLELY RESPONSIBLE FOR YOUR USE OF LumiQ AND YOUR COMPUTER, INTERNET, AND DATA SECURITY.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH LumiQ OR ANY HYPERLINKED WEBSITE, AND WILL NOT BE A PARTY TO OR MONITOR ANY TRANSACTION BETWEEN YOU AND A THIRD PARTY OR ANY INTERACTION BETWEEN YOU AND ANOTHER USER.

WE DO NOT WARRANT THAT YOUR USE OF LumiQ WILL SATISFY COMPLIANCE WITH ANY REGULATORY, PROFESSIONAL OR LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF LumiQ IS IN ACCORDANCE WITH APPLICABLE LAW AND YOUR PROFESSIONAL OBLIGATIONS.

18. LIMITATION OF LIABILITY

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL WE OR OUR 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 TORT, CONTRACT, STATUTE, OR ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE OR PROFITS,  LOSS OF SALES, BUSINESS OR ANTICIPATED SAVINGS, DELAY OR BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, REQUALIFICATION, OR COSTS FOR THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DATA, USE OR GOODWILL), HOWEVER CAUSED AND EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW OF SUCH, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE,  OR RELIANCE ON, LumiQ, 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 OF SUCH.

IN NO EVENT WILL OUR AGGREGATE LIABILITY IN CONNECTION WITH OR UNDER THE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT OF FEES YOU HAVE PAID FOR LumiQ IN THE CONTRACT YEAR DURING WHICH THE EVENT GIVING RISE TO THE CLAIM OCCURRED. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT.

WE 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 OUR REASONABLE CONTROL.

19. FORCE MAJEURE

We shall not be considered to be in breach of the Terms, and shall be excused from performance or liability for losses or damages, if and to the extent we are delayed in or prevented from performing or carrying out any of the provisions of the Terms, where such delay or failure arises out of any act, omission, or circumstance by or in consequence of any act of God, labour disturbance, pandemic, epidemic, sabotage, failure of suppliers of materials, act of the public enemy, war, invasion, insurrection, riot, fire, storm, flood, ice, earthquake, explosion, breakage or accident to machinery or equipment or any other cause or causes beyond our 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 to our property or equipment or of another person or entity. Such a force majeure event does not include an act of negligence or intentional wrongdoing by a party.

20. GENERAL

a.
Notwithstanding any other term of this Agreement, we may refer to your organization as our customer on any of our websites or other online channels (“Publicity”). We may use your organization’s name, logo and trademark in conjunction with any such Publicity, and you grant us a limited, fully paid-up, non-exclusive, and non-sublicensable license for this purpose.
b.
The Terms and any disputes shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
c.
You agree that irreparable harm can occur if the Terms are breached, for which monetary damages would not be an adequate remedy at law. We shall be entitled to an injunction(s) and other equitable relief to prevent or address a breach 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 you agree not to plead sufficiency of damages as a defense in any such proceeding.
d.
Your satisfaction with LumiQ is important to us. If you have an inquiry or complaint about LumiQ or the Terms, you must first email it to Contact Us. We will review your inquiry/complaint and seek to address or answer it as soon as reasonably possible.
e.
If your complaint is not resolved to your reasonable satisfaction within 30 days of making it, you agree to resolve the complaint by final and binding arbitration. The arbitration will be conducted by a single arbitrator in the province of Ontario, Canada in accordance with its commercial arbitration laws and rules. The complaint shall not be made the subject matter of an action in any court unless it has been 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 complaint.
f.
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned without our consent. We may assign the Terms to related or affiliated parties, or any entity resulting from a corporate transaction. Any intended assignment by you in violation of this section is null and void. The Terms inure to the benefit of our permitted successors and assigns.
g.
Nothing in the Terms shall be construed as making either party the partner, joint venturer, employer, contractor or employee of the other. Neither party shall have nor shall not hold itself out as having any authority to make any statements, representations or commitments of any kind, or to take any action, that will bind the other, except as provided for herein or authorized in writing by the party to be bound.
h.
The Terms apply to new Personal Licenses and Team Licenses, and renewals, executed on and after the effective date above, contain the entire understanding between you and us with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
i.
The provisions under the Terms that by their nature are intended to survive termination or expiration shall so survive, including Sections 7, 12, 15, 16, 17 and 19.
j.
If any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.
k.
No waiver of any provision of the Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under the Terms shall not constitute a waiver of such right or provision.

CONTACT US

We value your interest in LumiQ and welcome any questions or comments you might have about us, the Terms, or any of our products or services . Please get in touch at Contact Us.