Last modified June 13, 2022
1.1 Lumi Inc. (“Lumi”) maintains the publicly available portions of the website located at lumi.com and all of its content (collectively, the “Platform”) for use by its customers. A “Customer” is a customer it has agreed to work with that will seek to or will purchase manufactured products (“Items”) through use of the Platform from third parties that, through use of the Platform, sell or offer to sell Items (“Suppliers”).
By accessing, using, and browsing the Platform, the Customer agrees to be bound by these CTOS. These CTOS govern the Customer’s use of the Platform, including but not limited to the use of quote and purchase opportunities, as well as the purchase and sale of Items via the Platform.
Each individual user of the Platform (“User”), such as the employees and agents of the Customer, agree to be bound by these CTOS on behalf of the Customer the User is associated with, and represents and warrants that they have the authority to agree to these CTOS on the Customer’s behalf.
These CTOS may be incorporated into other agreements such as agreements entitled “Order Terms and Conditions” located at lumi.com/terms/order.
In the event of a conflict in terms between these CTOS and those terms of the incorporating agreement (“Incorporating Agreement”), the terms of this Agreement shall supersede the terms of the Incorporating Agreement unless such other Incorporating Agreement specifically states otherwise.
These CTOS, and any related Incorporating Agreement, constitute the entire and exclusive understanding and agreement between the Customer and Lumi regarding the Platform. Any failure by Lumi to enforce any right or provision of these CTOS will not be considered a waiver of such right or provision, and the waiver of any such right or provision will be effective only if agreed upon in writing and signed by a duly authorized representative of Lumi.
Lumi may periodically revise any of these CTOS. If a revision is material, as determined solely by Lumi, the Customer will be notified. The current version of these CTOS will always be posted on Lumi’s terms of service page located at lumi.com/terms/customer. By continuing to use the Platform after revisions become effective, the Customer is agreeing to be bound by the revised CTOS.
These CTOS form a binding contract between the Customer and Lumi with respect to the Customer’s access to and use of the Platform.
2.1 Quote requests submitted by the Customer via the Platform, or that should have been submitted via the Platform, are governed by these CTOS and the Order Terms and Conditions.
2.2 The Customer acknowledges that it may receive no responses to its quote requests, and that nothing herein is a guarantee of a response from Suppliers.
2.3 The Customer agrees that it shall only submit Quotes requests with the actual intention to purchase Items.
3.1 Orders submitted or entered into by the Customer via the Platform, or that should have been submitted or entered into via the Platform, are governed by these CTOS and the Order Terms and Conditions.
4.1 The Customer can submit an application via Lumi to Suppliers for payment terms through the Platform. The Customer agrees that Lumi may provide this information to Suppliers for their consideration of what payment terms they may offer the Customer. Lumi does not guarantee payment terms will be provided by a Supplier and is not liable for what terms Supplier offers to the Customer. If not otherwise specified by the Supplier, the Customer agrees that payment for an order is due upfront and prior to the beginning of production. The Customer agrees to make payment for all orders though the Platform and the payment processors designated therein. With regard to orders, payment processors act on behalf of Suppliers and Lumi is not a payment intermediary. Payments must be made by the Customer through the Platform using ACH or credit card.
4.2 A valid default payment method is required to be maintained by the Customer on the Platform at all times. If payment is declined an additional fee may be assessed per charge attempt. Invoices that remain unpaid by the Customer will be automatically paid using the Customer’s default payment method 1 day after the invoice due date. Lumi may attempt to charge other payment methods on the platform if the default payment fails to process.
4.3 The Customer authorizes charges to the bank account or credit card on file. The Customer agrees that the Customer will be charged the full balance of all past due bills. The Customer agrees that payments with a credit card will incur a convenience fee. The convenience fee will depend on the type of credit card used, and reflect the current rates posted on the page located at lumi.com/manual/payment-methods.
The Customer agrees that this authorization will remain in effect until the Customer cancels it in writing, and the Customer agrees to notify Lumi in writing of any changes in the Customer’s account information or termination of this authorization at least 15 days prior to the next billing date. If the past due balance(s) fall on a weekend or holiday, the Customer agrees that the payments may be executed on the next business day.
The Customer agrees that notification of bills becoming due will be sent to the accounts payable email address on file.
4.4 In the case of an ACH Transaction being rejected for Non-Sufficient Funds (“NSF”), the Customer agrees that Lumi may, at its sole discretion, attempt to process the charge again within 3 business days. The Customer also agrees to an additional $25.00 charge for each attempt returned as NSF which will be initiated as a separate transaction from the authorized payment(s). The Customer agrees that the origination of ACH transactions to the account on file must comply with the provisions of U.S. law. The Customer agrees it will not dispute any transactions referred to herein with the Customer’s bank or credit card company, so long as the transactions correspond to the terms indicated in herein.
5.1 In the event of a breach of these CTOS or a dispute as to the meaning of these CTOS, the Customer and Lumi agree to expeditiously attempt to resolve such dispute as set forth in this Section. If within 30 days after one party notifies the other in writing of the existence of a dispute the matter is unresolved to the satisfaction of either party, then the parties shall seek to resolve the matter by binding arbitration in accordance with the rules of the American Arbitration Association.
5.2 For disputes not covered under these CTOS, the Customer agrees to work with Lumi to in a best effort attempt to resolve disputes prior to taking any legal action.
6.1 The Customer agrees that Lumi shall have no liability or responsibility for any quotes, orders, or changes to the foregoing that are made outside of the Platform or that are not reflected in the Platform.
7.1 The Customer agrees not to pursue any quote opportunities related to Suppliers found via the Platform unless done so via the Platform.
7.2 Lumi has the right to remove the Customer from the Platform if the Customer tries to circumvent Lumi and work directly with the Supplier outside of the Platform. Examples of circumvention include, but are not limited to:
7.2.1 The Customer has placed an order with the Supplier via the Platform and a re-order is moved off the Platform.
7.2.2 The Customer has placed an order with the Supplier via the Platform, it is not accepted by the Supplier through the Platform but is instead moved off the Platform or otherwise pursued outside the Platform.
7.2.3 The Supplier has submitted a quote to the Customer via the Platform but the order is moved off the Platform or pursued outside of the Platform.
7.2.4 The Customer creates a quote request and the Supplier submits a quote to the customer outside of the Platform.
7.2.5 The Customer identified a Supplier through the Platform and approached that Supplier outside of the Platform.
7.3 The Customer shall not, at any time, disparage Lumi or its officers, employees, directors, agents, or their products or services.
8.1 The Customer shall be responsible and liable for the actions of all users associated with their account. The Customer shall ensure such users must use the Platform in compliance with these CTOS. The Customer will employ commercially reasonable security and access controls designed to protect the information and materials it submits to or otherwise manages on the Platform, as well as who it allows to have access to the Platform.
8.2 The Customer agrees to notify Lumi immediately of any known or suspected unauthorized use of the Platform by its users. Lumi has the right to contact any user on the Platform at any time and may immediately suspend or terminate authorized user’s access to the Platform for any actual or suspected violation of these CTOS at any time.
8.3 The Customer, and the users of the Customer, agree not to:
8.3.1 Share passwords or login details with anyone within or external to the Customer’s organization;
8.3.2 Share Platform features or content with any third party;
8.3.3 Access the Platform to build a competitive product or service, or reverse engineer any of the software or products of Lumi; and/or
8.3.4 Download or use any Lumi graphics or photography without written authorization from Lumi.
8.4 The Customer, and the users of the Customer, agree not to submit, transmit or upload to the Platform any content that:
8.4.1 Is false, deceptive, misleading, slanderous, libelous, malicious or deceitful;
8.4.2 Infringes any Intellectual Property Rights or other rights of any third party, or is a submission that they do not have the right or authority to make;
8.4.3 Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and/or
8.4.4 Disrupts the normal flow of dialogue with an excessive amount of submissions (flooding attack) to the Platform, or that otherwise negatively affects other users’ ability to use the Platform.
9.1 The Customer is responsible for and shall be liable for the actions of any third parties it involves in a quote, order and if applicable shipment. This responsibility extends to but is not limited to the use of subcontractors, temporary labor and carriers.
9.2 The Customer must disclose the use of any third parties and provide details of that third party if requested by Lumi or the Supplier.
10.1 The Customer will preserve as confidential and protect the confidentiality of any Supplier information contained in the Platform. The Customer agrees it shall not use the Supplier information provided via Lumi for any purpose outside of the scope of the Customer’s relationship with Lumi and the Platform. The Customer will not disclose Supplier information to any third party unless otherwise agreed upon with the Supplier in writing.
10.2 Lumi has the right to use specification, quote and order data submitted by the Customer for internal analysis and estimations. Lumi may use quotes, or other information in public documents such as case studies or examples as long as the information is anonymized unless otherwise agreed upon with the Customer.
11.1 The Customer agrees, represents and warrants that at all times it shall comply with applicable law. The Customer further represents that in using the Platform, it is and will act in good faith, and that all proposed transactions or requested quotes are made in good faith.
11.2 WHILE LUMI USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THE PLATFORM, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, LUMI MAKES NO WARRANTIES OR REPRESENTATIONS AS TO ITS ACCURACY OR COMPLETENESS. EVERYTHING ON THE PLATFORM OR OTHERWISE PROVIDED BY LUMI TO THE CUSTOMER IS “AS IS” WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND BY LUMI, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, OR THAT THE PLATFORM WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS, OR DEFECTS.
11.3 ANY USE OF THE PLATFORM IS AT THE CUSTOMER’S RISK. THE CUSTOMER AGREES THAT NEITHER LUMI NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE PLATFORM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ACCESS TO, OR USE OF THE PLATFORM, OR FOR ANY BUSINESS ADVICE PROVIDED BY LUMI. LUMI ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, COMPUTER EQUIPMENT OR OTHER PROPERTY RELATING TO ACCESS TO, USE OF, OR BROWSING IN THE PLATFORM OR DOWNLOADING OF ANY CONTENT, MATERIALS, DATA, TEXT, IMAGES, VIDEO OR AUDIO FROM THE PLATFORM, OR FOR ANY BUSINESS ADVICE PROVIDED BY LUMI. THE CUSTOMER AGREES THAT IN NO EVENT SHALL LUMI’S LIABILITY EXCEED THE AMOUNT LUMI HAS RECEIVED FROM CUSTOMER IN THE PRECEDING 365 DAYS.
12.1 The Customer agrees to promptly indemnify and hold harmless Lumi, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, customers, service providers, vendors, suppliers and employees from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of any actions or improper omissions of the Customer, the Customer’s breach of these CTOS or any other agreement with Lumi, the Customer’s breach of any of the representations herein, or the Customers breach of any rights of any third party.
13.1 The Customer grants Lumi the right to use the Customer’s names, images of the Items, slogans, trademarks and the like to indicate the Customer is a user of the Platform and a customer of Lumi, and as reasonably needed to allow the Customer to use the Platform for its intended use, such as but not limited to indicating the Customer is making a quote request.
14.1 Any communication or material that is transmitted to or from Lumi through the Platform is governed by our CTOS. Subject to the foregoing, any communication or material you, the Customer, transmits to or through the Platform electronically or otherwise, including any questions, comments, or suggestions is, and will be treated as confidential.
Any copying, reproduction, redistribution, modification, display, or creation of derivative works from the Platform, the content on the Platform or the collective work is prohibited including but not limited to reproduction to any other server or location for further reproduction or redistribution, unless the Customer has the express prior written consent of Lumi. The Customer may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Platform.
Images of people or places displayed on the Platform are either the property of, or used with permission by, Lumi. The use of these images by the Customer, or anyone else authorized by the Customer, is prohibited unless specifically permitted by these CTOS or specific permission provided elsewhere on the Platform. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Platform, including Lumi®, are registered and unregistered trademarks of Lumi and others. Nothing contained on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Platform without the written permission of Lumi or such third party that may own the Trademarks displayed on the Platform. The Customer’s misuse of the Trademarks displayed on the Platform, or any other content on the Platform, except as provided in these CTOS, is strictly prohibited. Lumi may seek to enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
Lumi has not reviewed all of the sites linked to the Platform and is not responsible for the content of any off-site pages or any other sites linked to the Platform. The Customer’s linking to any other off-site pages or other sites is at the Customer’s own risk.
15.1 The Customer agrees that Lumi is not responsible to the Customer for anything that Lumi may otherwise be responsible for, if it is the result of events beyond Lumi’s control, including, but not limited to, acts of god, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, pandemic or epidemic, or any other event beyond Lumi’s control.
16.1 The Customer agrees that any agreements it enters into with Lumi, and these CTOS are governed by the law of the State of California without regard to its conflicts of law principles. The Supplier further agrees to the venue and jurisdiction of the state courts, federal courts, and arbitrations located in Los Angeles County, CA, USA.
17.1 A trial period may be available for new Customers after they sign up. Such trial periods, unless otherwise provided, are 30 days. During this trial period, if any, the Customer cannot place orders with Suppliers until they begin their subscription. A subscription will begin automatically after the trial period, if any is required. The Customer can cancel before their subscription begins by notifying email@example.com 3 business days before their trial period is set to end, if one is required.
17.2 The Customer can cancel, upgrade or downgrade their subscription to Lumi at any time by requesting so from Lumi in an email sent to firstname.lastname@example.org. In the event that the Customer creates additional Users within the Platform, costs will be automatically added to the subscription cost according to prices listed at lumi.com/pricing. In the event of a cancellation, the subscription shall end on the last day the subscription has been paid for as of the date of notice of cancellation from the Customer. Paid subscription fees cannot be refunded.
17.3 In the event of an upgrade, the subscription change shall go into effect immediately, and a prorated rate at the higher rate will be applied for the period between the date of notice of upgrade and the end of the applicable billing period, such to be paid at the time of upgrade.
17.4 In the event of a downgrade, the subscription change shall go into effect on the day following the last day the subscription has been previously paid for as of the date of notice of downgrade from the Customer.
17.5 Prior to the Customer leaving the Platform, unless otherwise agreed upon in writing, all submitted quotes must either reach expiry or be removed, all open orders must be completed (i.e. received and fully paid for) and all outstanding payments must be made.
17.6 Lumi may terminate or suspend the Customer’s right to use the Platform for any breach of this CTOS or any other agreement with Lumi.
17.7 A subscription will renew automatically. Lumi will send out a notification 45 days prior to the subscription end date. The Customer must send a notification to email@example.com 15 days prior to the end of their current subscription end date if they wish to not renew.
18.1 The Customer may use the Lumi platform to work with and purchase from a supplier (“Preexisting Supplier”) that it currently has a relationship with exclusively outside of the Lumi platform.
To establish on the Lumi platform a relationship (“Preexisting Relationship”) with the Preexisting Supplier, the Customer must validate the existing relationship with the Preexisting Supplier by completing the form located at lumi.com/invite/supplier
18.2 The Customer’s item pricing and payment terms that exist with the Preexisting Supplier outside of the Lumi platform may apply to orders placed through the Lumi platform once the Preexisting Relationship has been validated. Lumi will enable the customer to maintain their current pricing with the Preexisting supplier but this price may be subject to change by the Supplier.
18.3 Lumi cannot and does not guarantee that the Preexisting Supplier will agree to Lumi’s Supplier Terms of Service and agree to transact with the Customer on the Lumi platform.
19.1 In the event of the termination of the relationship of Lumi and the Customer or the application of these CTOS or any agreement incorporating these CTOS, the terms of these CTOS shall survive and continue to be enforceable according to their terms.