Luthor Platform Subscription – Terms and Conditions
Effective Date: February 15, 2025
1. SERVICES
Luthor, Inc. ("Luthor") shall provide the Customer with access to its AI-powered marketing compliance platform and related services as set forth in the applicable Subscription Form (the "Services"). For the duration of the subscription term (the "Term"), Luthor grants the Customer a limited, non-transferable, non-exclusive license to access and use the Services in accordance with these Terms and Conditions.
Luthor will provide support as outlined in the "Contact" section of its website (https://luthor.ai). Luthor will use reasonable commercial efforts consistent with industry standards to maintain the availability and performance of the Services. The Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance or factors beyond Luthor’s control.
2. RESTRICTIONS AND RESPONSIBILITIES
The Customer is responsible for maintaining the security of its account credentials and files and shall be liable for any activity occurring under its account. Customer agrees to use the Services only in accordance with applicable laws, including data protection and privacy laws.
Customer shall not: (i) modify, copy, create derivative works of, reverse engineer, or decompile the platform or underlying software, documentation, or data ("Underlying IP"); (ii) remove proprietary notices; or (iii) use the Services for any unlawful purpose.
Luthor reserves the right to suspend or terminate access if Customer is found to be in breach of this Section.
3. PUBLICITY
Customer agrees that Luthor may identify the Customer as a client and may use the Customer’s name, trademark, and logo in sales presentations, marketing materials, case studies, press releases, and on Luthor’s website.
4. CONFIDENTIALITY AND PROPRIETARY RIGHTS
Each party (the "Receiving Party") may receive confidential information from the other party (the "Disclosing Party") related to business, technology, and operations ("Confidential Information"). The Receiving Party shall not disclose or use the Confidential Information except as permitted under this Agreement and shall protect such information using reasonable care.
Confidentiality obligations do not apply to information that: (i) is public or becomes public other than through a breach; (ii) was known prior to disclosure; (iii) is disclosed by a third party lawfully; or (iv) is required by law or regulation, provided notice is given where legally permissible.
Customer retains all rights to data provided to Luthor ("Customer Data"). Luthor retains all rights to its platform, Services, and all improvements or enhancements thereto, including all related intellectual property.
5. PRIVACY AND DATA USAGE
Customer grants Luthor a non-exclusive, worldwide, royalty-free license to use Customer Data to (i) provide and improve the Services; (ii) resolve support requests; (iii) comply with legal obligations.
Customer is responsible for ensuring all necessary consents and legal authority exist to transfer and process Customer Data. Luthor shall maintain administrative, physical, and technical safeguards to protect Customer Data.
If Customer Data includes data subject to GDPR, Luthor and Customer shall enter into any necessary supplemental data protection agreements, including under Article 28 of GDPR.
Upon termination or expiration, Luthor will delete all Customer Data within thirty (30) days, subject to applicable retention laws. Luthor may collect and analyze anonymized and aggregated data for analytics, product development, and enhancement.
6. WARRANTY AND DISCLAIMER
Luthor will use commercially reasonable efforts in performing the Services and to maintain the Services in a manner that minimizes errors and interruptions. Services may be temporarily unavailable due to scheduled maintenance, emergency maintenance, or events beyond Luthor’s reasonable control. Luthor will use reasonable efforts to provide advance notice of any scheduled disruptions.
HOWEVER, LUTHOR DOES NOT WARRANT THAT THE SERVICES OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, NOR DOES IT GUARANTEE ANY PARTICULAR OUTCOME FROM THE USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND PLATFORM ARE PROVIDED “AS IS,” AND LUTHOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR (I) PERSONAL INJURY OR DEATH; (II) FRAUDULENT MISREPRESENTATION; (III) CLAIMS INVOLVING INTELLECTUAL PROPERTY INFRINGEMENT; OR (IV) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, LUTHOR AND ITS OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, BUSINESS, OR GOODWILL.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LUTHOR’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO LUTHOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY.
7. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force. Customer may not assign its rights or obligations without Luthor’s prior written consent. Luthor may assign its rights without restriction as part of a merger, acquisition, or reorganization.
This Agreement constitutes the entire understanding between the parties. No waiver or modification is valid unless in writing signed by both parties. No agency, joint venture, partnership, or employment is created by this Agreement.
All notices must be in writing and are effective upon receipt. Notices may be sent by personal delivery, confirmed email, overnight courier, or certified mail.
This Agreement is governed by the laws of the State of California, United States, without regard to conflict of law principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.
Sections 2, 3, 4, 5, and 6 shall survive termination of this Agreement.
