Terms of Use

Terms of Use - For Technology from Luminosity

Last Updated on March 25, 2020

All terms in bold and italicized text is defined in Article I below. This TOU governs your use of the Technology by Luminosity. If you are accessing the Technology, you are a User under the TOU.

All Users are subject to this TOU. If you do not want to be subject to the terms and conditions set forth in this TOU, you should not access the Technology.

ARTICLE 1: DEFINITIONS

1.01 “App” means a mobile software application licensed by Luminosity through various digital distribution platforms, such as Google Play or the App Store by Apple.

1.02 “IP Rights” means all cognizable proprietary rights under U.S law and the laws in the jurisdiction of the User. IP Rights include but are not limited to patent rights, copyrights, trade mark rights, trade dress rights, and trade secrets. IP Rights include currently vested rights as well as future contingent rights capable of fully vesting in the future, such as ownership of future patent applications.

1.03 “Luminosity” means Luminosity Industries LLC a Michigan limited liability company with a general e-mail address at info@spotoclock.com and a mailing address at Luminosity Industries LLC, PO Box 650, Novi, MI 48376-0650. Users of the Technology may also contact Luminosity at support@spotoclock.com for the purposes of providing feedback, obtaining support, or communicating issues relating to IP Rights embodied in the Technology. Luminosity has a resident agent address at 50064 Drakes Bay Drive in Novi, MI 48374.

1.04 “Privacy Policy” means the “Privacy Policy for Luminosity” which is incorporated by reference into this TOU. The Privacy Policy can be viewed at www.spotoclock.com/privacy-policy.

1.05 “Technology” means collectively the Website and all Apps by Luminosity.

1.06 “TOU” means these “Terms of Use” which are found at www.spotoclock.com/terms-of-use.

1.07 “User” means a human being, family, bot, business, corporation, government agency, non-profit organization, partnership, or other group of people accessing the Technology.

1.08 “Website” means the www.spotoclock.com homepage, and all web pages accessible through that homepage that share the same domain name.

ARTICLE 2: AGREEMENT BETWEEN LUMINOSITY AND ITS USERS

2.01 Incorporation by Reference. This TOU incorporates the Privacy Policy. Please read this TOU and the Privacy Policy carefully, because these documents part of a binding agreement between Luminosity and you, the User of the Technology.
2.02 Binding Precondition. This TOU governs how the Users interact with the Technology. Use of the Technology constitutes acceptance to the terms and conditions of this TOU. If you do not agree to be bound by the TOU, then you should not use or access the Technology in any way. If you do not agree to be bound by the terms of this TOU, you should not use any App, access the Website, or any other embodiments or instantiations of the Technology.

ARTICLE 3: ACCESS RIGHTS AND RESTRICTIONS

3.01 Grant. Luminosity and its suppliers grant Users a nonexclusive, nontransferable, revocable, and limited right to access the Website. Users purchasing a license to an App are granted a nonexclusive, nontransferable, revocable, and limited right to use the App(s) that they purchase. All rights of Users granted by Luminosity to access the Technology are subject to and contingent upon full compliance with the terms of the TOU. Breach of this TOU by a User revokes the grant provided in this Section 3.01 for that User.

3.02 Prohibited Activities. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU THE USER SHALL NOT: (a) COPY COPYRIGHTED MATERIAL PROVIDED ON THE WEBSITE, APP, AND/OR AND OTHER EMBODIMENT OF THE TECHNOLOGY; (b) ENGAGE IN DENIAL OF SERVICE ATTACKS TO DISRUPT THE TECHNOLOGY; (c) ATTEMPT TO UPLOAD MALWARE ONTO THE TECHNOLOGY; (d) USE THE TECHNOLOGY TO DISSEMINATE UNLAWFUL, MISLEADING, MALICIOUS, OR DISCRIMINATORY COMMUNICATIONS; (e) ENGAGE IN SPAMMING, PHISHING, OR SIMILAR ACTIVITIES TO OR ON BEHALF OF THE TEECHNOLOGY AND/OR LUMINOSITY; (f) COPY THE APP; (g) REVERSE ENGINEER THE APP; or (h) DISTRIBUTE COPIES OF THE APP.

3.03 Reservation of Rights. By using the Website and/or the App, you acknowledge and agree that all IP Rights to the Technology are retained by Luminosity and/or its suppliers. Except for the access grant provided in Section 3.01 above, Luminosity and/or its suppliers retain ownership of all IP Rights in the Website, App, and Technology.

ARTICLE 4: WARRANTY DISCLAIMERS AND DAMAGES EXCLUSIONS

4.01 “AS IS” and “AS AVAILABLE”. EXCEPT FOR EXPRESS WARRANTIES (IF ANY) PROVIDED ELSEWHERE IN THE TOU), THE TECHNOLOGY MADE AVAILABLE TO USERS BY LUMINOSITY AND ITS SUPPLIERS IS MANE ON AN "AS IS" AND "AS AVAILABLE" BASIS. UNLESS OTHERWISE SPECIFIED IN WRITING. LUMINOSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE APPS. WEBSITE, OR ANY OTHER ASPECT OF THE TECHNOLOGY. USER EXPRESSLY AGREES THAT USE OF THE TECHNOLOGY IS AT THE SOLE RISK OF USER.

4.02 DISCLAIMER OF WARRANTIES. UNLESS OTHERWISE SPECIFIED ELSEWHERE IN THIS TOU, LUMINOSITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE TECHNOLOGY. USER EXPRESSLY AGREES THAT USE OF THE TECHNOLOGY IS AT THE SOLE RISK OF USER. TO THE FULL EXTENT PERMISSIBLE BY LAW, LUMINOSITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LUMINOSITY DOES NOT WARRANT THAT THE TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, LUMINOSITY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY TECHNOLOGY UNLESS OTHERWISE SPECIFIED IN WRITING.

4.03 Exclusive Remedy. To the extent that the Technology breaches any warranty, the exclusive remedy of User shall be the repair and/or replacement of the Technology. To the extent that this exclusive remedy is deemed to have failed of its essential purpose, User’s recovery shall be limited to termination of the TOU, which in turn terminates the ability of the User to access the Technology. If a Licensee is dissatisfied with the Technology, the User can and should terminate the TOU and cease use of the Technology.

4.04 Damages Exclusions. Except for the indemnification obligations set forth below and the payment of properly payable fees in the licensing of an App, neither Luminosity nor User shall be liable to the other party for lost profits, cost of procuring substitute technologies, or any special, incidental, consequential, or indirect damages arising out of this TOU.

4.05 Liability Limitations. The liabilities of both Luminosity and User pursuant to this TOU are capped at the fees (if any) paid by User to procure a copy of the App.

4.06 Indemnification. User shall indemnify, defend and hold Luminosity harmless from all claims relating to or arising from a breach of this TOU by User.

ARTICLE 5: GENERAL PROVISIONS

5.01 Interpretation.

A. Severability. If any part, term, or provision of this TOU is found illegal or in conflict with any valid controlling law, the validity of the remaining provisions will not be affected thereby. In the event that the legality of any provision of this TOU is brought into question because of a change in applicable law, the parties shall communicate openly with each other in a good faith manner to reconcile the change in law with the provisions of this TOU.

B. Waiver. The waiver of a breach of this TOU may only occur by an express writing signed by the waiving party. Such a written waiver will not constitute a waiver of any other breach.

C. Integration. The TOU represents the entire understanding between the Luminosity and Users of the Technology.

5.02 Dispute Resolution/Adjudication.

A. Governing Law. The TOU is governed exclusively by the substantive laws of the State of Michigan (without regard to its law of conflicts).

B. Venue. All disputes arising pursuant to this TOU must be exclusively litigated in the federal courts located in the Eastern District of Michigan, or alternatively, in the state courts located in Wayne County, Michigan.

C. Purposeful Availment. By availing to access the Technology, Users purposely avail themselves to the provisions set forth above in this Section 5.02. Both parties agree the adjudication of any dispute in the state of Michigan is not an inconvenient forum for either party.

D. Exclusions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply in any way to this TOU.

E. Attorney Fees and Litigation Costs. In a dispute between the parties, the party that prevails, or at least substantially prevails, against the other party may recover its reasonable litigation expenses. Such litigation expenses shall include reasonable attorney fees, court costs, expert witness fees, and other related out of pocket expense from the non-prevailing party.

5.03 Amendments. Any aspect of this TOU can be modified by Luminosity upon providing written notice on the Website. Such unilateral amendments by Luminosity cannot single out any specific User---all amendments must be generally applicable to a category of Users. The remedy for a User who disagrees with such an amendment is to cease use of the Technology.

5.04 Assignments. This TOU imposes personal obligations on the parties. Neither party may assign this TOU without the express written consent of the other party. Such consent may be withheld for any reason or for no reason at all. Any attempt by either party to assign any or all of its rights pursuant to this TOU is null and void ab initio. However, Luminosity may freely assign this TOU upon providing written notice on the Website without the permission of Users in the context of a merger, acquisition, or divestiture involving all or substantially all the assigning assets relating to the Technology.

5.05 Relationship of the Parties.

A. No Agency, Partnership, or Employer Relationship. Nothing in this TOU or any circumstances associated with it or its performance give rise to any relationship of agency, partnership or employer and employee between parties or their personnel.

B. No Third-Party Beneficiaries. There are no third-party beneficiaries to this TOU. No person who is not a party to this TOU will have any rights pursuant to the “Contracts (Rights of Third Parties) Act 1999” to enforce any term of this TOU.

5.06 Force Majeure. Neither party will be liable for any default or delay in performance of its obligations under the TOU if and to the extent the default or delay is caused, directly or indirectly, by a force majeure event that is outside the reasonable control of the Party.

5.07 Currency. All fees payable pursuant to this TOU shall be paid in U.S. Dollars unless otherwise specified.

5.08 Date/Time. For all purposes for which the date or time is to be determined pursuant to this TOU, the applicable date and time are the date and time in Detroit, Michigan.

5.09 Taxes. All payments to Luminosity under this TOU shall be net of all sales, use, and other taxes which may be imposed.