Terms and Conditions

These terms of service (the “Terms“) govern the use of the Services. These Terms constitute a binding and enforceable legal contract between Illumex Technologies, Inc. together with its Affiliates (collectively, “Company”) and any Customer (the “Customer“) entering into an order form (an “Order“) or providing their details in a registration form for a free product (a “Registration Form”) incorporating these Terms by reference. By accepting these Terms through execution or by using the Services, Customer agree to these Terms.

Services; License
1. Subject to the terms and conditions of these Terms, and any applicable Order for Customers who purchase paid Services, Company shall provide Customer with software products provided through the platform through its AI-powered Generative Semantic Fabric solution, as hosted on a third party cloud service (the “Platform“). For Customers who purchased paid Services, Company will also provide any related support, maintenance, or ancillary services provided by Company, as detailed in the Order (“Services“) through its AI-powered Generative Semantic Fabric solution, as hosted on a third party cloud service (the “Platform“).
2. During the Term and subject to Customer’s compliance with the terms and conditions of this Agreement, Company grants Customer a non-exclusive, non-transferable, royalty-free, non-sublicenseable, limited, revocable right for Customer employees, agents, representatives and contractors who are permitted access to the Services by Customer (“Authorized Users“) to access the Platform, for Customer’s internal business use only , in accordance with Company’s instructions and technical documentation provided by Company from time to time (“Documentation“).
Customer’s Obligations. Customer hereby undertakes to:
1. access and use the Platform in accordance with the minimum requirements for ancillary software, computers, internet, and telephone connections, and other hardware ‎and equipment needed to access and use the Platform, as set out in the Documentation (“System Requirements“). Company will not be responsible for, nor obligated to provide support or warranty services for interruptions, problems, deficiencies, or other problems with the Platform arising from Customer’s failure to comply with the Documentation, including without limitation, the System Requirements;
2. provide Company with complete and accurate information and Input (defined below) necessary to implement and provide the Services. Customer acknowledges and agrees that the accuracy of the Services, and the Quality of Output (defined below), depends on the quality, completeness and timeliness of the data provided to Company, and on Customer providing Company with prompt notice upon any changes in required information;
3. use the Platform, the Services, the Output, and all related software and Documentation in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws;
4. manage and secure all login credentials used by Authorized Users in connection with their use of the Platform and protect the same against unauthorized use or disclosure using reasonable standard in the industry. Customer shall be liable for all actions taken on the Platform through use of the login credentials of its Authorized Users.
5. Not allow any Authorized User, that is, or that is employed or retained by, a competitor of Company to access, use, observe or assess the Services or Platform.
Fees. In consideration for the Services, Customer shall pay Company the Fees, as described in the Order. Fees shall be payable within thirty (30) days of issuance of the applicable invoice. All payments not made when due, shall be subject to a late charge of 1.5% per month compounded annually. Payment of Fees shall be made by wire transfer to the account designated by Company. The Fees are exclusive of VAT and other taxes imposed on Customer’s purchase or use of the Services, which shall be borne solely by the Customer. In the event that Customer is required by law to deduct and/or withhold any amounts from any payments due hereunder, it shall gross-up and increase the amounts to be paid to Company so that the actual net amount to be paid to Company shall equal the fees that would have been due to Company without such deduction or withholding. For Customers who registered for non-paid Services, this section (section 3) is not applicable.
Intellectual Property Rights; Confidentiality
1. All intellectual property rights in the Platform, Services, Documentation and any part thereof, including any and all derivatives, changes and improvements thereof lie exclusively with Company and its licensors. Customer shall not, directly or indirectly,(i) attempt to infiltrate, hack, reverse engineer, decompile, or disassemble the Platform, Service or any part thereof for any purpose or use the Platform, Services or Output to build a competitive service or product; (ii) circumvent any user limits or other use restrictions that are built into the Platform or Services or attempt to bypass Company’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any service or facilities; (iii) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the technology underlying the Platform or Services; (iv) represent that it possesses any proprietary interest in Platform, Service, Documentation or any part or derivative thereof; (v) take any action to contest Company’s intellectual property rights or infringe them in any way; (vi) except as specifically permitted in writing by Company, use the name, trademarks, trade-names, and logos of Company; (vii) except as specifically permitted herein, copy or use any part or content of the Platform, Services reports or Documentation other than for Customer’s own internal business purposes; (viii) not copy any features, functions or graphics of the Platform or Services or use them to build a competitive product or service; and (ix) not remove the copyright, trademark and other proprietary notices contained on or in Company’s Platform, products, Services or Documentation. Customer shall take no action, directly or indirectly, to register Company trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to Company to prevent the occurrence of such activity by any third parties.
2. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care. The receiving party shall remain liable at all times for any acts or omissions of its Representatives with respect to the disclosing party’s Confidential Information. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief. The confidentiality obligations hereunder shall expire five (5) years from the date of termination or expiration of this Agreement (and with respect to trade secrets- in perpetuity) and shall supersede any previous confidentiality undertakings between the parties.
3. For the purposes hereof, “Confidential Information” means any proprietary or trade secret information disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information.
Customer Data
In this Agreement:

“Input” means any data, input, materials or Confidential Information provided by Customer under this Agreement.

“Output” means output generated by the Services based on the Customer’s Input.

“Customer Content” means the Input and Output collectively, but excluding the Performance Data.

“Performance Data” means aggregated and non-identifiable ‎usage and ‎performance metrics, information, ‎data and other analytics generated or ‎derived from ‎‎Company’s provision and operation of ‎the ‎Platform and Services ‎and Customer’s and its Authorized Users’ ‎access to and use of ‎the Platform and ‎Services.
1. As between the parties, all rights in the Customer Content lie exclusively with the Customer. Customer hereby grants to Company: (a) non-exclusive, non-sublicensable, revocable, non-transferable, royalty-free, worldwide license during the Term to use, reproduce, modify, transmit, distribute and prepare derivative works of any Input and Output to permit Company to perform the Services to Customer as set forth in this Agreement, and (b) a perpetual, non-exclusive, non-sublicensable, revocable, non-transferable, royalty-free, worldwide license to collect and analyze data obtained through the Services, including without limitation, concerning the Input and Output, in order to provide Customer with analytics and reports, and improve the Services, and learnings from Output to create new products and services; all subject to Company’s compliance with applicable law and privacy regulations and Company’s DPA as available at: https://illumex.ai/privacy-and-security/data-processing-addendum/
2. Customer represents and warrants that: (i) it has all rights and licenses to permit Company’s use of the Input and Output and grant Company the licenses set out in Section 5.1; and (ii) to the extent the Customer Content contains the personal information of any individuals, that it possesses sufficient legal bases to share such information with and permit the processing of such information by Company.
3. As between Customer and Company, all right and title to the Performance Data belongs exclusively to Company.

Third Party Services. Customer acknowledges and agrees that the Services may include, or enable integration with, certain third party services to enable certain functionalities, or make available to Customer the provision of services by certain third party service providers, including third party AI models (“Third Party Services“). The Company endeavors to select Third Party Services that uphold high security standards and demonstrate respect for Customer Content, and Company may elect to change such services if they do not meet these standards. However, such Third Party Services are beyond Company’s control and are subject to such third party providers’ own agreements, terms and conditions, and policies, but their operation may impact, or be impacted by, the use and reliability of the Services. Customer’s interaction and use of such Third Party Services in connection with the Services does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Company, or by such third party of Company, and nor any affiliation between them. Company does not assume any responsibility or liability for any Third Party Services or their terms, policies, acts or omissions.
Warranties; Disclaimer; Limitation of Liability; Indemnification
1. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, COMPANY PROVIDES THE PLATFORM, SERVICES, OUTPUT AND DOCUMENTATION TO CUSTOMER ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES – STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHENTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. COMPANY FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PLATFORM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE THIRD PARTY SERVICES.
2. Customer acknowledges that the quality and accuracy of the Services are dependent on the accuracy and completeness of the information provided. CUSTOMER ACKNOWLEDGES THAT COMPANY SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS OUTPUT PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY CUSTOMER OR THE AUTHORIZED USERS. IN ADDITION, COMPANY WILL NOT BE LIABLE IN ANY WAY FOR CUSTOMER’S LACK OF RIGHT OR PERMISSION TO PROVIDE COMPANY WITH THE INPUT OR OUTPUT OR THE LICENSES REQUIRED BY COMPANY TO PERFORM THE SERVICES.
3. EXCEPT FOR WILLFUL MISCONDUCT, FRAUD OR BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4. Customer shall defend, indemnify and hold harmless Company, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) arising out of or related to Customer’s or its Authorized User’s (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced in this Agreement, or (b) violation of any rights of any third party, including any claim alleging that the Customer Content infringes upon any third party intellectual property right, or (c) use or misuse of the Platform or Services.
5. Company shall defend, indemnify and hold harmless Customer, from and against any claims, damages, costs, liabilities and expenses (including reasonable attorneys’ fees) finally awarded against Customer arising out of or related to a third party claim that use of the Platform or Services as permitted under this Agreement infringes any third party intellectual property right.
6. Indemnification hereunder shall be conditioned upon: (a) the indemnified party notifying the other party of the claim immediately upon becoming aware thereof, (b) the indemnified party allowing the other party to assume full control of the defense and settlement of such claim, and (c) the indemnified party reasonably cooperating with the other party in the defense and settlement of the claim.
Term; Termination
1. This Agreement shall commence on the Effective Date and will continue for the Initial Term; thereafter, the Agreement shall renew for additional successive periods equal to the Initial Term (each, a “Renewal Term“, and together with the Initial Term, the “Term“), unless either party provides notice of termination in writing at least ninety (90) days prior to the end of the then current Term. For Customers who registered for non-paid Services, this section (section 8.1) is not applicable.
2. Either party may terminate this Agreement immediately by giving written notice to the other party if: (i) the other party breaches a material provision of this Agreement and fails to cure the breach within fourteen (14) days after being given written notice thereof; (ii) the other party is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for such party; or any petition by or on behalf of such party is filed under any bankruptcy or similar laws.
3. Company may also terminate this Agreement immediately upon written notice to Customer in the event of: (i) an acquisition of Company by another entity, whether by way of merger, asset acquisition, or equity acquisition, where the acquirer elects to discontinue the provision of the Platform and Services; or (ii) a voluntary decision by Company to cease operations and close the business.
4. Without limiting any other remedies, Company may suspend and/or terminate the Agreement and/or the Services, in whole or in part, with immediate effect, if it determines in its sole discretion that Customer or an Authorized User is in material breach of this Agreement or if any outstanding invoices are more than forty-five (45) days past due. Additionally, Company reserves the right to cancel any Customer and/or Authorized User accounts that have been inactive for more than one (1) year.
5. Upon termination of this Agreement, Customer will immediately cease use of the Platform and any Service, each party shall return to the other party or destroy (at disclosing party’s option) all of the other party’s Confidential Information in its possession and any outstanding undisputed Fees shall become due and payable. Sections ‎4, ‎5, 6, ‎9, 8.4, 11, and 13 shall survive any expiration or termination of this Agreement.
Support and Maintenance. Company shall provide support services as specified in the Order. Company may not provide support services during planned downtime or in periods of any unavailability caused by circumstances beyond Company’s reasonable control, including without limitation, force majeure events or Internet service provider failures or delays. Additionally, Company may provide upgrades to the Platform from time to time to provide new features and improvements, bug fixes and error corrections. For Customers who registered for non-paid Services, this section (section 9) is not applicable.
Changes. Company may from time to time modify or update the Platform, or any part thereof, provided that such changes do not materially degrade, remove, or limit the features, functionality, capability, or performance of the ‎Services. Additionally, Company may change the Services from time to time, provided that Company will provide Customer with at least thirty (30) days prior notice of any material changes prior to the changes. If Customer does not accept the change, Customer’s sole recourse is to terminate the Services as of the end of the current Term by providing notice of non-renewal as set out in Section 8.1. Customer’s continued access to and use of the Services after the change has come into effect constitutes Customer’s acceptance of the change and Customer will continue to perform its obligations under the Agreement.
Notices. All notices or other communications hereunder shall be in writing and given – by registered mail, by an overnight courier service which obtains a receipt to evidence delivery, – or email transmission with written confirmation of receipt, addressed to the address set forth in the Order and to [email protected], or to such other address as any party hereto may designate to the other in accordance with the aforesaid procedure. All notices and other communications delivered in person or by courier service shall be deemed to have been given upon delivery, those given by email transmission shall be deemed given on the business day following transmission, and those sent by registered mail shall be deemed given three (3) calendar days after posting.
Publicity. Company may issue publicity or general marketing communications concerning its involvement with the Customer, including a case study, and Customer agrees to reasonably cooperate with and contribute to such case study.
General. The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose. This Agreement constitutes the entire agreement between Company and Customer and supersedes any previous agreements or representations, either oral or written, with respect to the subject matter of this Agreement. All amendments will be made only in written agreement by both parties. Customer shall not transfer or assign its rights or obligations under this Agreement to any third party, except to an affiliate or in the case of merger or sale of all or substantially all of the assigning party’s assets. Any purported assignment contrary to this Section shall be void. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. Any failure by a party to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. This Agreement is governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the courts of Borough of Manhattan, New York City.