Supplier Terms of Service

Last modified March 4, 2021

1. Introduction

1.1 Lumi Inc. (“Lumi”) maintains the publicly available portions of the website located at lumi.com and supplier.lumi.com and all of its content (collectively, the “Platform”) for use by any manufacturer or other supplier of goods and services it has agreed to work with (“Supplier”). The Supplier hereby agrees that its access to and use of the Platform is subject to these Supplier Terms of Service (“STOS”), Lumi’s Privacy Policy located at lumi.com/privacy, and all applicable laws.

By accessing, using, and browsing the Platform, the Supplier agrees to be bound by these STOS. These STOS govern the Supplier’s use of the Platform, including the submission of quotes and the sale of items (“Order Items”) via customer orders ("Orders") submitted using the Platform.

Each individual user of the Platform (“User”), such as the employees and agents of the Supplier, agrees to be bound by these STOS on behalf of the Supplier the User is associated with, and represents and warrants that they have the authority to agree to these STOS on the Supplier’s behalf.

These STOS may be incorporated into other agreements such as agreements entitled “Marketplace Participation Agreement” and “Order Terms and Conditions”. In the event of a conflict in terms between these STOS and the terms of those incorporating agreements (“Incorporating Agreements”), the terms of these STOS shall supersede the terms of the Incorporating Agreements unless such other agreements specifically state otherwise.

These STOS, and any related Incorporating Agreements, constitute the entire and exclusive understanding and agreement between the Supplier and Lumi regarding the Platform. Any failure by Lumi to enforce any right or provision of these STOS 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 STOS. If a revision is material, as determined solely by Lumi, the Supplier will be notified. The current version of these STOS will always be posted on Lumi’s terms page located at lumi.com/terms/supplier. By continuing to use the Platform after revisions become effective, the Supplier is agreeing to be bound by the revised STOS.

These STOS form a binding contract between the Supplier and Lumi with respect to the Supplier’s access to and use of the Platform.

2. Quotes and Orders

2.1 Quotes submitted by the Supplier via the Platform, or that should have been submitted via the Platform, and Orders entered into by the Supplier via the Platform are governed by these STOS and the Order Terms and Conditions located at lumi.com/terms/order.

3. Marketplace Payments

3.1 The Supplier agrees that the payment terms of an order shall be the payment terms offered by the Supplier in the quote accepted by the customer, unless otherwise agreed upon with the customer and updated in the Platform. As between Lumi and the Supplier, the Supplier is solely responsible for the payment terms and credit it grants to the customer. Any information provided by Lumi is as a communication intermediary and is not to be construed as financial, tax or credit advice or guidance by Lumi.

3.2 The Supplier is fully responsible for the tax status it grants to the customer, if it deems the Order Items it is selling to the customer to be tax exempt it does it solely on its discretion. If Lumi provides any credit, tax or financial information about the customer to the Supplier, the Supplier agrees that Lumi shall not be deemed to be given tax advice nor be liable for the accuracy of such information.

3.3 If the customer is unable to make payment for an order, for example due to their insolvency, Lumi will provide the Supplier with the customer’s contact information as a means to pursue payment.

4. Dispute Resolution

4.1 In the event of a breach of these STOS or a dispute as to the meaning of these STOS, the Supplier 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.

4.2 For disputes not covered under these STOS, the Supplier agrees to work with Lumi to in a best effort attempt to resolve disputes prior to taking any legal action.

5. Off Platform Communication

5.1 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.

6. Non-Circumvent; Non-Diversion; Non-Disparagement

6.1 The Supplier agrees not to circumvent Lumi and transact outside of the Platform with customers they discover via the Platform. Examples of circumvention include, but are not limited to:

6.1.1 The customer has placed an order with the Supplier via the Platform and a re-order is moved off the Platform.

6.1.2 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.

6.1.3 The Supplier has submitted a quote via the Platform but the pursuant order is moved off the Platform or pursued outside of the Platform.

6.1.4 The customer creates a quote request and the Supplier submits a quote to the customer outside of the Platform.

6.1.5 The Supplier identifies the customer via the Platform and approaches the customer about sales outside of the Platform.

6.2 The Supplier shall not, at any time, disparage Lumi or its officers, employees, directors, agents, or their products or services.

7. Platform Users

7.1 The Supplier shall be responsible and liable for the actions of Users associated with their account. The Supplier shall ensure such Users must use the Platform in compliance with these STOS.

7.2 The Supplier agrees to promptly notify Lumi 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 an authorized user’s access to the Platform for any actual or suspected violation of these STOS at any time.

7.3 The Supplier, and the Users of the Supplier, agree not to:

7.3.1 Share passwords or login details with anyone within or external to the Supplier’s organization;

7.3.2 Share Platform features or content with any third party;

7.3.3 Access the Platform to build a competitive product or service, or reverse engineer any of the software or products of Lumi; and/or

7.3.4 Download or use any Lumi graphics or photography without written authorization from Lumi.

7.4 The Supplier, and the Users of the Supplier, agree not to submit, transmit or upload to the Platform any content that:

7.4.1 Is false, deceptive, misleading, slanderous, libelous, malicious or deceitful;

7.4.2 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;

7.4.3 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

7.4.4 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.

8. Use of Third Parties

8.1 The Supplier is responsible for and shall be liable for the actions of any third parties it involves in quotes, Orders and if applicable shipments. This responsibility extends to but is not limited to the use of subcontractors, temporary labor and carriers.

8.2 The Supplier must disclose the use of any third parties and provide details of that third party if requested by Lumi.

9. Confidentiality

9.1 The Supplier will preserve as confidential and protect the confidentiality of any customer information contained in the Platform. The Supplier agrees it shall not use customer information provided via Lumi for any purpose outside of the scope of the Supplier’s relationship with Lumi and the Platform. The Supplier will not disclose customer information to any third party unless otherwise agreed upon with Lumi in writing.

9.2 The Supplier agrees that location, manufacturing capabilities and other types of information shared by the Supplier, as well as performance based data garnered through the Platform, may be used by Lumi on the Platform, as well as made publicly available by Lumi. When indicating the Supplier’s location, manufacturing capabilities or other types of information, such must be reflective of the Supplier’s own locations and manufacturing capabilities and not inclusive of subcontractors.

9.3 Lumi has the right to use quote and order data submitted by the Supplier for internal analysis and estimations. Lumi may use quotes, manufacturing capabilities, or other information in public documents such as case studies or examples as long as the information is anonymized or unless otherwise agreed upon with the Supplier.

10. Representations; Disclaimer of Warranties; Limitation of Liability

10.1 The Supplier agrees, represents and warrants that at all times it shall comply with applicable law.

10.2 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 IS PROVIDED TO THE SUPPLIER "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, 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.

10.3 ANY USE OF THE PLATFORM IS AT THE SUPPLIER’S RISK. THE SUPPLIER 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. 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. THE SUPPLIER AGREES THAT IN NO EVENT SHALL LUMI’S LIABILITY EXCEED THE AMOUNT LUMI HAS RETAINED FROM PAYMENT LUMI HAS RECEIVED FOR THE SUPPLIER IN THE PRECEEDING 365 DAYS.

11. Indemnification

11.1 The Supplier and Lumi agree to promptly indemnify and hold harmless the other party, 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 such party’s violation of law, gross negligence or willful misconduct or breach of these STOS or any other agreement with Lumi.

12. Insurance

12.1 For any period that the Supplier is using the Platform, and for an additional 3 years, the Supplier shall name Lumi as an additionally insured party under the insurance policies that the Supplier procures. A certificate indicating that Lumi is an additionally insured party shall be supplied to Lumi within 30 days of the Supplier being bound by these STOS. The Supplier shall inform Lumi if it changes its insurance, and shall provide new certificates indicating that Lumi is an additionally insured party in the event of any change of or expiration of prior policies.

13. Content

13.1 Any communication or material that is transmitted to or from Lumi through the Platform is governed by thse STOS. Subject to the foregoing, any communication or material the Supplier, transmits to or through the Platform electronically or otherwise, including any questions, comments, or suggestions is, and will be treated as confidential.

13.2 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 Supplier has the express prior written consent of Lumi. The Supplier may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Platform.

13.3 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 Supplier, or anyone else authorized by the Supplier, is prohibited unless specific permission is provided elsewhere via 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.

13.4 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 Trademarks displayed on the Platform without the written permission of Lumi or such third party that may own the Trademarks displayed on the Platform. The Supplier’s misuse of the Trademarks displayed on the Platform, or any other content on the Platform, except as provided in these STOS, 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.

13.5 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 Supplier’s linking to any other off-site pages or other sites is at the Supplier’s own risk.

14. Force Majeure

14.1 Each party agrees that the other party is not responsible for anything that such party may otherwise be responsible for, if it is the result of events beyond such party’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 such party’s control.

15. Governing Law and Venue

15.1 The Supplier agrees that any agreements it enters into with Lumi, and these STOS 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.

16. Cancellation and Termination

16.1 The Supplier can be removed from the Platform at any time by requesting so from Lumi in an email sent to suppliers@lumi.com. Lumi can terminate, remove, or suspend the Supplier from the Platform and/or any right to use the Platform, at any time and can do so at its sole discretion. Prior to the Supplier 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 and all outstanding payments must be made.

17. Miscellaneous

17.1 In the event of the termination of the relationship of Lumi and the Supplier or the application of these STOS or any agreement incorporating these STOS, the terms of these STOS shall survive and continue to be enforceable according to their terms.