LUMOS Services Agreement

Updated Apr 24 2022

Welcome to LUMOS! We are your partner in digital advertising, providing you with a new way of reaching your target audience. Deliver your latest promotions and online experiences through our innovative, data-driven outdoor marketing platform.

Our Disclosures
Our complete terms and conditions are contained below, but some important points for you to know before you become a customer are set out below:
- We may amend these Terms, the features of the Platform or your Membership at any time, by providing written notice to you;
- Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing basis;
- We will handle your personal information in accordance with our privacy policy, available at spotlumos.com/privacy
- To the maximum extent permitted by law, the Fees are non-refundable;
- You are responsible and liable for the actions of your Authorised Users;
- You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause, Your Data clause, and the Intellectual Property clause of these Terms;
- Our liability under these Terms is limited to us resupplying the Platform to you or, in our sole discretion, repaying you the amount of the Fees paid by you to us in the previous 12 months, and we will not be liable for Consequential Loss, any loss that is a result of a Third Party Service, any loss or corruption of data, or any loss arising from or in connection with the accuracy of any Output Data;
- You may terminate your Membership with 2 weeks’ notice from your next Payment Date, otherwise your termination will take effect from the following Payment Date; and
- We may terminate your Membership at any time by giving 30 days’ written notice to you.
Nothing in these terms limit your rights under the Australian Consumer Law.
Introduction
1. These terms and conditions (Terms) are entered into between Leggo Studio Pty Ltd t/a Lumos Technology ABN 93 638 135 636 (we, us or our) and you, together the Parties and each a Party.
2. We provide a cloud-based, software as a service platform where you can integrate your digital marketing campaigns (Campaigns) with our hardware provided to a network of delivery champions (Platform).
3. In these Terms, you means the person or entity registered with us as an Account holder.
4. If you are using the Platform on behalf of your employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
Acceptance and Platform Licence
1. You accept these Terms by checking the box, clicking “I accept”, registering on the Platform, or using the Platform.
2. You and each Authorised User must be at least 16 years old to use the Platform.
3. We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate your Membership in accordance with the Termination clause.
4. We may use a number of APIs, including (without limitation) Google Maps, Google Analytics, AirWallex, Stripe and Calendly. Your use of these API(s) is subject to their additional Terms of Service.
5. Subject to your compliance with these Terms, we grant you and your Authorised Users a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
6. When using the Platform, you and your Authorised Users must not do or attempt to do anything that is unlawful or inappropriate, including:
  1. anything that would constitute a breach of an individual’s privacy (including uploading private or personal information without an individual’s consent) or any other legal rights;
  2. using the Platform to defame, harass, threaten, menace or offend any person, including using the Platform to send unsolicited electronic messages;
  3. tampering with or modifying the Platform (including by transmitting viruses and using trojan horses);
  4. using data mining, robots, screen scraping or similar data gathering and extraction tools on the Platform; or
  5. facilitating or assisting a third party to do any of the above acts.
Lumos Services
1. In consideration for your payment of the Fees, we agree to provide you and your Authorised Users with access to the Platform, publication of your Campaigns on our hardware in accordance with your Membership tier, the support services as detailed in this section, and any other services we agree to provide as set out in your Account.
2. We agree to use our best endeavours to make the Platform available at all times. However, from time to time we may perform reasonable scheduled and emergency maintenance, and the Platform may be unavailable during the times we are performing such maintenance.
3. You acknowledge and agree that the hardware displaying your Campaigns is mobile and we can’t guarantee the reach or location of your Campaigns. Any display time or geo-zones detailed in your Membership tier are estimates only. We will not be liable for, and you waive and release us from any Liability, in relation to the publication, reach or location of your Campaigns.
4. You acknowledge and agree that any data or information output from the Platform such as results or reports, including where Your Data (as the term is defined in clause 9) is used as input (Output Data) is an estimate only. To the maximum extent permitted by law, we will not be liable for and you waive and release use against any Liability arising from or in connection with the accuracy of the Output Data.
5. Should you be unable to access the Platform, or should you have any other questions or issues impacting on your use and enjoyment of the Platform, you and your Authorised Users must place a request by contacting us through your Account or via phone or email. We will endeavour to respond to any support requests in a reasonable period.
6. You acknowledge and agree that the Platform and the publishing of your Campaigns may be reliant on, or interface with third party services or systems that are not provided by us (for example, delivery riders, cloud storage providers, email clients, CRM systems, and internet providers) (Third Party Services). To the maximum extent permitted by law, we shall have no Liability for any Third Party Services, or any unavailability of the Platform or publication of your Campaign due to a failure of the Third Party Services.
7. You acknowledge and agree that data loss is an unavoidable risk when using any software. To the extent you input any data into the Platform, you agree to maintain a backup copy of any data you input into the Platform.
8. To the maximum extent permitted by law, we shall have no Liability to you for any loss or corruption of data, or any scheduled or emergency maintenance that causes the Platform to be unavailable.
Accounts
1. You must register on the Platform and create an account (Account) to access the Platform’s features. Each Authorised User will require a login that is linked to your Account in order to access the Platform.
2. We may review your request for an Account before providing you with access to the Platform. We may, at our sole discretion, reject or accept a request for an Account.
3. You must provide basic information when registering for an Account including your business name, business registration number, business address, contact name, phone and email address and you must choose a password.
4. You may also register for an Account using your Google account (Social Media Account). If you sign in to your Account using your Social Media Account, you authorise us to access certain information on your Social Media Account including but not limited to your contact information, your current profile photo and other basic information.
5. All personal information you and your Authorised Users provide to us will be treated in accordance with our Privacy Policy.
6. You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer or provide it to others with the exception of your Authorised Users.
7. You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details, and any activity from one of your Authorised Users. Each Authorised User is responsible for keeping their login details confidential. You agree to immediately notify us of any unauthorised use of your Account.
8. When you create an Account, you must also select a membership (Membership). You may choose between different tiers of Membership with different services and different membership periods as set out on our Platform. If you do not select a Membership, you will be automatically defaulted to the lowest Membership tier.
Authorised Users
1. If set out in your Account, you may be permitted to invite a number of users to the Platform, who will be permitted to access and use the Platform under your Account (Authorised Users). We agree to provide you with the number of Authorised Users as set out in your Account.
2. The Authorised Users will have permission to access certain features of the Platform and your Account, as detailed in your Account and you may adjust these permission settings in your Account.
3. You will ensure that each Authorised User complies with these Terms. You are responsible and liable for the acts or omissions of your Authorised Users.
Memberships
1. Your Membership may begin with a free trial. The free trial period of your Membership will last for the period specified on the Platform. We determine free trial eligibility in our sole discretion and we may limit eligibility to prevent free trial abuse. We reserve the right to revoke the free trial and suspend your Account at any time in the event that we determine that you are not eligible. Free trials are only available for new Account holders. If you do not cancel during the free trial period, we will charge your chosen payment method for the Membership you have chosen and its corresponding membership fee (Fees) at the end of your free trial (Payment Date).
2. Unless your Membership is suspended or terminated in accordance with these Terms, your Membership will roll over on an ongoing monthly basis, and you will be charged the same Fees on an ongoing monthly basis from the Payment Date. Without limiting your rights under the Australian Consumer Law, you can cancel your Membership at any time in accordance with the Termination clause of these Terms but the cancellation will only have effect from expiry of the monthly period for which you have paid the Fees.
3. You may opt to pay upfront for a set period of time as set out on the Platform. If this option is selected via your Account, without limiting your rights under the Australian Consumer Law, you can cancel your Membership at any time in accordance with the Termination clause of these Terms but the cancellation will only have effect from expiry of the six (6) monthly period for which you have paid the Fees. You acknowledge and agree that, to the maximum extent permitted by law, any Fees paid by you upfront are non-refundable.
4. The payment methods we offer for the Fees are set out on the Platform. We may offer payment through a third-party provider for example, Airwallex or Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions.
5. You must not pay, or attempt to pay, the Fees by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
6. You agree that we may set-off or deduct from any monies payable to you under these Terms, any amounts which are payable by you to us (whether under these Terms or otherwise).
7. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
8. Changes to your Membership: If you wish to change your Membership (for example, by upgrading to a different Membership tier, or varying the number of Authorised Users associated with your Account), you must provide notice to us through your Account that you wish to vary your Membership at least 24 hours before the next Payment Date. If you vary your Membership and the Fees increase, we agree to provide you with access to the additional Membership features immediately, and we will charge you for the increase in the Fees on a pro rata basis for the remainder of the period until your next Payment Date. The pro rata Fees will be charged on the next Payment Date along with the increased Fees for the next payment period.
9. To the extent permitted by law, the Fees are non-refundable and non-cancellable once paid.
10. We may need to change what is available as part of your Membership (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Membership, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the changes to your Membership. If the changes substantially and adversely affect your enjoyment of the Membership, you may cancel your Membership in accordance with the Termination clause.
11. We may need to change the Fees from time to time. If we change the Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to your Membership. If the updated Fee is not acceptable to you, you may cancel your Membership in accordance with the Termination clause.
Our Intellectual Property
1. You acknowledge and agree that any Intellectual Property or content (including any creative templates, copyright and trademarks) available on the Platform, the Platform itself, any Output Data, and any algorithms or machine learning models used on the Platform (Our Intellectual Property) will at all times vest, or remain vested, in us.
2. We authorise you to use Our Intellectual Property solely for your limited commercial use. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party. Use must be limited to Authorised Users on devices that are controlled or approved by you.
3. You must not, without our prior written consent:
  1. copy, in whole or in part, any of Our Intellectual Property;
  2. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
  3. breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property, downloading Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
4. Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
  1. you do not assert that you are the owner of Our Intellectual Property;
  2. unless explicitly agreed by us in writing, you do not assert that you are endorsed or approved by us;
  3. you do not damage or take advantage of our reputation, including in a manner that is illegal, unfair, misleading or deceptive; and
  4. you comply with all other terms of these Terms.
5. This clause will survive the termination or expiry of your Membership.
Your Data
1. You own all Campaigns, data, information or content you and your Authorised Users upload into the Platform (Your Data).
2. You grant us a limited licence to copy, amend, transmit, store, backup and/or otherwise access or use Your Data to:
  1. communicate with you (including to send you information we believe may be of interest to you);
  2. supply the Platform to you and otherwise perform our obligations under these Terms;
  3. optimize Your Data for display on our hardware;
  4. diagnose problems with the Platform;
  5. enhance and otherwise modify the Platform;
  6. perform Analytics;
  7. develop other services, provided we de-identify Your Data; and
  8. as reasonably required to perform our obligations under these Terms.
3. You agree that you are solely responsible for all of your Campaigns and Your Data that you and your Authorised Users make available on or through the Platform. You represent and warrant that:
  1. you are either the sole and exclusive owner of your Campaigns or Your Data or you have all rights, licences, consents and releases that are necessary to grant to us the rights in Your Data (as contemplated by these Terms);
  2. Your Data and any Campaign will comply with all applicable laws, rules and regulations, including any advertising guidelines;
  3. a Campaign will not promote or advertise any content that is in breach of any applicable laws or that would be considered unethical or inappropriate by a reasonable person. You acknowledge and agree that we may, at our sole discretion, refuse to publish or remove any Campaign from displaying on our hardware which we deem to be unlawful, unethical or inappropriate or in relation to which we receive any consumer complaints; and
  4. neither Your Data nor the posting, uploading, publication, submission or transmission of Your Data or our use of Your Data on, through or by means of our Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
4. You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own internal business purposes, provided that the Analytics do not contain any identifying information.
5. We do not endorse or approve, and are not responsible for, any of Your Data or your Campaigns.
6. You acknowledge and agree that the Platform and the integrity and accuracy of the Output Data is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Platform.
7. This clause will survive the termination or expiry of your Membership.
Warranties
1. You represent, warrant and agree that:
  1. you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;
  2. there are no legal restrictions preventing you from entering into these Terms;
  3. all information and documentation that you provide to us in connection with these Terms is true, correct and complete; and
  4. you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms.
Australian Consumer Law
1. Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
3. Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
4. This clause will survive the termination or expiry of your Membership.
Liability
1. Despite anything to the contrary, to the maximum extent permitted by law:
  1. you agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause, Your Data clause and the Intellectual Property clause of these Terms;
  2. neither Party will be liable for Consequential Loss;
  3. each Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party or any of that Party’s personnel (including a Party’s Authorised Users), including any failure by that Party to mitigate its losses; and
  4. our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Platform to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us during the previous 12 months.
2. This clause will survive the termination or expiry of your Membership.
Termination
1. Cancellation of Memberships: You may request to cancel your Membership at any time by providing us with 2 weeks’ notice via the ‘cancel my membership’ feature in your Account. Your cancellation will take effect from the next Payment Date. Where you do not provide us with notice at least 2 weeks prior to the end of the payment period, your cancellation will take effect from the following Payment Date. Should you cancel your Membership with us, you will continue to have an Account with us, should you seek to reactivate your Membership in the future.
2. We may terminate your Membership at any time by giving 30 days’ written notice to you (Termination for Convenience).
3. A Membership will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
  1. the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
  2. the Defaulting Party is unable to pay its debts as they fall due.
4. Should we suspect that you are in breach of these Terms, we may suspend your access to the Platform while we investigate the suspected breach.
5. Upon expiry or termination of your Membership:
  1. ou may only be able to access a limited version of the Platform to retrieve historical data, and you will be unable to schedule new campaigns;
  2. you agree that other than where termination is due to our Termination for Convenience or our breach of these Terms, and to the maximum extent permitted by law, any payments made by you to us (including any Fees) are not refundable to you;
  3. where we terminate your Membership for any reason other than a Termination for Convenience, you also agree to pay us our reasonable additional costs directly arising from such termination.
6. Where termination is due to our Termination for Convenience or our breach of these Terms, we agree to refund you for any prepaid unused Fees on a pro-rata basis.
7. Termination of a Membership will not affect any rights or liabilities that a Party has accrued under these Terms.
8. This clause will survive the termination or expiry of your Membership.
General
1. Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
2. Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
3. Disputes: A Party may not commence court proceedings relating to a dispute without first meeting with the other Party to seek (in good faith) to resolve the dispute, failing which the Parties agree to engage a mediator to attempt to resolve the dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
4. Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
5. Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
6. Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
7. Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
8. Privacy: Each Party agrees to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
9. Publicity: You agree that we may advertise or publicise the fact that you are a user of our Platform, including on our website or in our promotional material.
10. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
Definitions
1. Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
2. Intellectual Property means any domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
3. Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

For any questions or notices, please contact us at:
LUMOS Technology
ABN 93 638 135 636
Email: info@spotlumos.com
Last update: 5 April 2022 © LegalVision ILP Pty Ltd

LUMOS Services Agreement

Our Disclosures

Introduction

Acceptance and Platform Licence

Lumos Services

Accounts

Authorised Users

Memberships

Our Intellectual Property

Your Data

Warranties

Australian Consumer Law

Liability

Termination

General

Definitions