1. Our Services

1.1. Our Services. The lutinx.com services include our platforms, products, applications, application programming interface ("API"), tools, and any ancillary or supplementary lutinx.com products and services (including Upgrades (as defined below)), offered online and via a mobile application (collectively, the "Services").

1.2. Modification or Discontinuation of Services. We may add, modify, or discontinue any feature, functionality, or any other tool within any Services and/or Sites, at our discretion and without further notice, however, if we make any material adverse change in the core functionality of the Services, then we will notify you by posting an announcement on the Sites, via the Services and/or by sending you an email.

1.3. No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Services and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality, feature or service, including without limitation: (i) the continuance of certain Services or Additional Services (as defined below) beyond the current Subscription Term; (ii) the availability of Third Party Services, or (iii) dependency on any public comments we make, orally or in writing, regarding any future functionality, feature or service.

1.4. Ability to Accept Terms. If you access and use the Sites and/or the Services, you represent and warrant that you are at least fourteen (14) years old. The Sites and/or Services are only intended for individuals aged fourteen (14) years or older. We reserve the right to request proof of age at any stage to verify compliance with this paragraph.

1.5. Technical Support and Committed Uptime. To the extent you purchased an eligible enterprise tier subscription, you will be entitled to the Services, priority support, and an uptime commitment by lutinx.com, under the Service Level Agreement, as may be updated occasionally.

1.6. Specific Services Terms. Some Services may be subject to additional terms specific to such Services, features, or functionality therein as identified in the relevant Services when enabling such Services and/or as designated and available on the Specific Services Terms ("Specific Services Terms"). By accessing, enabling, using, and/or purchasing any such Services subject to Specific Services Terms, such as the WorkCanvas Terms and Conditions, lutinx AI Beta Terms and Conditions, HIPAA Business Associate Agreement, or such other Services, you agree and acknowledge that such terms are binding and govern your use of such Services.

1.7. Additional Services. You may purchase and/or receive additional services, subject to and as outlined in the Additional Services Terms ("Additional Services"), as may be updated from time to time.

2. Account Registration and Administration

2.1. Account Registration. To register for the Services for the first time, you shall create an account for the Services ("Account"). By creating an Account and registering to use the Services, you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a lutinx.com customer ("Customer"). The first user of the Account is automatically assigned as an Account administrator ("Admin").

2.2. Your Registration Information. When creating an Account or when you are added to an Account and creating your user profile ("User Profile"), you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account, User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

2.3. User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. If you or an Admin lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or from an Admin (as the case may be) any verification and/or information, including in the form of a release, as we deem necessary in our sole discretion, before restoring or providing access to or providing information about such Account.

2.4. Account Admins. The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin is deemed as a decision or action of the Customer. An Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Services and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade Services; (iii) create, monitor or modify Users' actions and permissions; (iv) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); (v) assign certain privileges to such other Users (as defined below); and (vi) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered.

2.5. Account Users. There are several types of Account users, such as guests, viewers, members, and other types of users, all of whom are designated within the Services and referred to herein, collectively with the Admin(s) as "Users". The features, functionalities, and privileges available to the Users are determined by the respective user role, the Services, the offerings, and the Subscription Plan governing such Accounts.

3. Customer Data

As between lutinx.com and Customer, Customer shall own all Customer Data. "Customer Data" means any data, information or material provided or submitted by Customer or Users to the Services in the course of using the Services. Customer hereby grants lutinx.com a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate and display Customer Data to the extent required for lutinx.com to provide the Services and as otherwise permitted under these Terms and/or the Privacy Policy.

Customer represents and warrants that: (i) Customer has obtained and will continue to have, during the term of these Terms, all necessary rights, authorizations and permissions to provide the Customer Data to lutinx.com for use in connection with the Services; (ii) Customer Data, and lutinx.com's use of Customer Data as permitted under these Terms, will not violate any applicable laws or regulations or infringe any intellectual property rights or rights of publicity or privacy of any third party; and (iii) Customer Data will not include any data that may be considered sensitive or special category personal data under applicable law, including health, financial, or government-issued identification data, unless Customer obtains all required consents prior to providing such data to lutinx.com.

4. Prohibited Uses

You agree not to use the Services, Sites, or any lutinx.com product to:

• Upload, store, send or receive data that violates any applicable law or infringes on the rights of others;
• Violate the privacy of others or collect personal information about others without their knowledge and consent;
• Distribute, transmit or post material that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or hateful;
• Use the Services for fraudulent or deceptive purposes;
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein;
• Attempt to gain unauthorized access to the Services, its related systems or networks;
• Use the Services to transmit any type of unsolicited messages;
• Use the Services in any manner that could damage, disable, overburden, or impair the Services;
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Services;
• Engage in any activity that harms minors;
• Violate any applicable local, state, national, or international law, statute, ordinance, rule, or regulation;
• Use the Services to violate the security, integrity, or availability of any user, network, computer, or communications system;
• Create derivative works based on the Services or any part thereof.

5. Intellectual Property

The Services, including all intellectual property rights therein, are and will remain owned by lutinx.com. Except as expressly stated herein, these Terms do not grant you any rights to, or in, intellectual property owned or licensed by lutinx.com, including any rights in the Services or any part of the Services. The lutinx.com name, logo, and all related product and service names, design marks and slogans are the trademarks or service marks of Lutin Technologies Ltd. or its affiliates.

To the extent Customer provides lutinx.com with any ideas, suggestions, concepts, or other materials related to the Services or lutinx.com products (collectively, "Feedback"), Customer agrees that lutinx.com shall own all rights to such Feedback, and Customer hereby assigns all rights in and to such Feedback to lutinx.com.

6. Third Party Services

The Services may include features that allow you to integrate or interact with third-party services, websites, or platforms ("Third Party Services"). lutinx.com is not responsible for Third Party Services or any issues that arise as a result of your use of or reliance on Third Party Services. We encourage you to read the terms and privacy policies of any Third Party Services that you use. We do not endorse any Third Party Services and we make no representations or warranties with respect to Third Party Services.

7. Fees and Payment

7.1. Fees. Customer shall pay all fees as specified in the applicable Order Form or subscription page ("Fees"). Except as otherwise specified herein or in an Order Form: (i) Fees are based on the subscription plan purchased and not actual usage; (ii) payment obligations are non-cancelable and Fees paid are non-refundable; and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.

7.2. Invoicing and Payment. lutinx.com will invoice Customer in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, charges are due net thirty (30) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to lutinx.com and notifying lutinx.com of any changes to such information.

7.3. Taxes. All Fees stated or referred to in these Terms are exclusive of taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based on lutinx.com's net income. If lutinx.com has the legal obligation to pay or collect taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides lutinx.com with a valid tax exemption certificate authorized by the appropriate taxing authority.

7.4. Upgrades. Customer may upgrade the Services at any time during the Subscription Term. In the event of an upgrade, Customer will be charged the prorated difference between the current plan and the upgraded plan for the remaining Subscription Term.

7.5. Subscription Auto-Renewal. Unless Customer provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, the subscription will automatically renew for a successive Subscription Term of equal length, at the then-current pricing for the applicable subscription plan.

7.6. Payment through Partner. If Customer has purchased the Services through a lutinx.com authorized reseller or partner ("Partner"), the payment terms between Customer and Partner shall govern Customer's obligation to pay for the Services. Any terms relating to payment in these Terms shall apply between lutinx.com and the Partner.

8. Subscription Term and Termination

8.1. Subscription Term. The subscription commences on the Effective Date and continues for the period specified in the applicable Order Form ("Subscription Term"), unless earlier terminated as provided herein.

8.2. Termination for Cause. Either party may terminate these Terms and any applicable Order Form upon written notice if the other party: (i) materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice of the breach; or (ii) ceases its business operations or becomes subject to insolvency proceedings.

8.3. Effect of Termination. Upon termination or expiration of these Terms: (i) all licenses granted to Customer hereunder shall immediately terminate; (ii) Customer shall immediately cease use of the Services; (iii) lutinx.com may delete Customer Data after a commercially reasonable period of time following termination; and (iv) each party shall promptly return or destroy the other party's Confidential Information.

8.4. Suspension. Without limiting lutinx.com's other rights or remedies, lutinx.com may suspend Customer's access to the Services if Customer: (i) fails to pay any amounts due hereunder; (ii) materially breaches these Terms; or (iii) uses the Services in violation of applicable law.

9. Confidentiality

Each party agrees to hold in confidence and not use or disclose to third parties any Confidential Information received from the other party, except as necessary to perform its obligations or exercise its rights under these Terms. "Confidential Information" means any information disclosed by a party to the other party, either directly or indirectly, in writing, orally, or by inspection of tangible objects, that is designated as "Confidential," "Proprietary," or some similar designation, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (i) was or becomes generally publicly known without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) was independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (iv) is received from a third party without restriction.

10. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LUTINX.COM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. LUTINX.COM DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

11. Limitation of Liability

IN NO EVENT SHALL LUTINX.COM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, EVEN IF LUTINX.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LUTINX.COM'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO LUTINX.COM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws applicable to Lutin Technologies Ltd., without regard to conflicts of law provisions. Subject to Section 13 below (Class Action Waiver and Mandatory Arbitration), any dispute arising from these Terms shall be resolved in the applicable courts of the jurisdiction of Lutin Technologies Ltd.'s registered office. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

13. General Provisions

13.1. Export Controls. Customer agrees not to export, re-export, or transfer, directly or indirectly, any technical data acquired from lutinx.com, or any products utilizing such data, in violation of any applicable export laws or regulations, including the export control regulations of the European Union, the United Kingdom, and the United States.

13.2. Government Use. If Customer is a government entity or contractor, additional terms may apply. Please contact lutinx.com for more information.

13.3. Modifications. lutinx.com reserves the right to update or modify these Terms at any time. The updated Terms will be made available through the Services and/or the Sites. Your continued use of the Services following any changes to the Terms constitutes your acceptance of such changes. If you do not agree to the changes, you must stop using the Services.

13.4. Entire Agreement. These Terms, together with any applicable Order Forms and any additional terms incorporated herein by reference, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

13.5. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision will be modified to the minimum extent necessary to make it valid and enforceable.

13.6. Waiver. No waiver of any provision of these Terms will be effective unless in writing and signed by an authorized representative of the waiving party. No waiver will be deemed a continuing waiver or a waiver of any other provision.

13.7. Assignment. Customer may not assign these Terms or any of its rights or obligations hereunder without lutinx.com's prior written consent. lutinx.com may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section will be void.

13.8. Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes outside the reasonable control of that party, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, or strikes.

Contact

For questions or concerns regarding these Terms of Service, please contact our legal department:

Company: Lutin Technologies Ltd.
Email: legal@lutinx.com
Compliance: compliance@lutinx.com
Platform: corporate.lutinx.com