Illuma Labs Terms of Use

Last Modified: September 20, 2019

Acceptance of the Terms of Use

These terms of use are entered into by and between You and Illuma Labs Inc., a Delaware corporation (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of our website at www.illuma-labs.com or any of our services, such as the Illuma Shield Voice Authentication Platform, along with any related software or Company servers (collectively, the “Illuma Platform”), including any content, functionality and services offered on or through the foregoing, whether as a guest or a registered user.

These Terms of Use will be effective as of the date that you create your account with us. PLEASE READ THE TERMS OF USE CAREFULLY. BY CLICKING “I ACCEPT” AND/OR USING THE ILLUMA PLATFORM, YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT USE THE ILLUMA PLATFORM. IF YOU ARE USING THE ILLUMA PLATFORM ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.

The Illuma Platform is offered and available to users who are 18 years of age or older. By using the Illuma Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Illuma Platform.

Changes to the Terms of Use

 

We may revise and update these Terms of Use from time to time in our sole discretion and without prior notices, except that we will notify you of any material changes to the Terms of Use, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.

 

Your continued use of the Illuma Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

 

Accessing the Illuma Platform and Account Security

We reserve the right to withdraw or amend the Illuma Platform, and any service or material we provide on the Illuma Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Illuma Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Illuma Platform, to users, including registered users.

You are responsible for: (i) making all arrangements necessary for you to have access to the Illuma Platform; and (ii) ensuring that all persons who access the Illuma Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Illuma Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Illuma Platform that all the information you provide on the Illuma Platform is correct, current and complete. You agree that all information you provide to register with the Illuma Platform or otherwise, including but not limited to through the use of any interactive features on the Illuma Platform, is governed by these Terms of Use, and you consent to all actions we take with respect to your information consistent with these Terms of Use.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Illuma Platform or portions of it using your user name, password or other security information. You will not buy, sell, rent or lease access to your Illuma Platform Account. You will not attempt to log in or otherwise access the Illuma Platform through any unauthorized third party applications. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

WE HAVE THE RIGHT TO DISABLE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE OR THE TERMS OF ANY OTHER COMMERCIAL AGREEMENT YOU HAVE ENTERED INTO WITH COMPANY. YOU MAY NOT CREATE ANOTHER ACCOUNT IF WE HAVE DISABLED YOUR ACCOUNT UNLESS YOU OBTAIN OUR PRIOR WRITTEN CONSENT. 

Intellectual Property Rights

The Illuma Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Illuma Platform for your individual, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Illuma Platform. You must not: (i) modify copies of any materials from the Illuma Platform; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Illuma Platform; or (iii) access or use for any commercial purposes any part of the Illuma Platform or any services or materials available through the Illuma Platform. For purposes of clarity, prohibited commercial uses shall not include satisfying the terms of any commercial agreement entered into between you and the Company.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Illuma Platform in breach of the Terms of Use, your right to use the Illuma Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Illuma Platform or any content on the Illuma Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Illuma Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Company name, “Illuma Shield”, Illuma Labs logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the Illuma Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Illuma Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Illuma Platform:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).

  • For the purpose of exploiting, harming or attempting to exploit or harm any third parties in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.

  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards (as described in further detail below).

  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.

  • To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Illuma Platform, or which, as determined by us, may harm the Company or users of the Illuma Platform or expose them to liability.

  • To develop any third-party applications that interact with the Illuma Platform or other users’ content or information, without our express written consent.

 

Additionally, you agree not to:

  • Use the Illuma Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Illuma Platform, including their ability to engage in real time activities through the Illuma Platform.

  • Use any robot, spider or other automatic device, process or means to access the Illuma Platform for any purpose, including monitoring or copying any of the material on the Illuma Platform.

  • Use any manual process to monitor or copy any of the material on the Illuma Platform or for any other unauthorized purpose without our prior written consent.

  • Use any device, software or routine that interferes with the proper working of the Illuma Platform.

  • Introduce any viruses, trojan horses, worms, logic bombs or other material or code which is malicious or technologically harmful.

  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Illuma Platform that you are not authorized to access, including any server, computer or database connected to the Illuma Platform.

  • Attempt to circumvent any content-filtering techniques we employ.

  • Attack the Illuma Platform via a denial-of-service attack or a distributed denial-of-service attack.

  • Otherwise attempt to interfere with the proper working of the Illuma Platform.

 

Monitoring and Enforcement; Termination

We have the right to:

  • Disclose your identity or other information about you to any third party who claims that material posted or otherwise provided by you violates their rights, including their intellectual property rights or their right to privacy.

  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Illuma Platform.

  • Terminate or suspend your access to all or part of the Illuma Platform for any or no reason, including without limitation, any violation of these Terms of Use or the terms of any other commercial agreement you have entered into with Company.

 

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Illuma Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on or provided through the Illuma Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Reliance on Information Posted

The information presented on or through the Illuma Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Illuma Platform, or by anyone who may be informed of any of its contents.

The Illuma Platform may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

 

Collection and Use of Information

We may collect certain information through the Illuma Platform about you. By accessing, using, and providing information to or through the Illuma Platform, you consent to all actions taken by us with respect to your information in compliance with the Terms of Use and data protection requirements provided in writing by us.  As between you and us, you retain all rights, title, and interest in and to your data, including but not limited to call recordings (“Your Data”). You hereby grant us a non-exclusive right and license to (a) copy, store, transmit and otherwise use Your Data during the term of this Agreement, as necessary and appropriate for us to provide the Illuma Platform and (b) use Your Data to generate Illuma-Generated Data (as defined below).  You acknowledge that as part of our use of the Illuma Platform, we will utilize Your Data, in particular information derived from your unique voice and calling device signature, to generate a proprietary mathematical vector designed to prohibit reverse-engineering and which cannot be utilized without our proprietary technology (the “AudioPrint”). Notwithstanding anything to the contrary, as between you and us, we retain all right, title and interest in and to all (i) AudioPrints and (ii) any data generated by us hereunder that has been anonymized, de-identified or otherwise aggregated such that it does not identify you (collectively, “Illuma-Generated Data”).  We reserve the right to utilize such Illuma-Generated data for our internal business purposes, which may include research and analytics, benchmarking, improving security for you and other users of our services, and enhancing the quality of our products and services.  Any intellectual property rights and/or subsequent products or services derived from our use of Illuma-Generated Data remain our sole property. Under no circumstances shall we be permitted to sell or otherwise disclose Your Data that constitutes personally-identifiable to any third parties, however we shall have the right to process and analyze AudioPrints in the performance of our services for other of our customers so long as those AudioPrints are not directly disclosed or otherwise released or exposed to such third party customers. During the term of this Agreement, you may have access to certain Illuma-Generated Data through your use of the Illuma Platform Offering.  Notwithstanding the foregoing, all rights to the research and analysis of the Illuma-Generated Data shall be deemed as reserved exclusively for Illuma-Generated Data provided to you in connection with the Illuma Platform shall not be released by you to any third party without our express written consent.

Links from the Illuma Platform

If the Illuma Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Illuma Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Users Outside of the United States

If you are visiting the Illuma Platform from a location outside of the United States, your connection will be through and to servers located in the United States. All information you receive from the Illuma Platform may be created on servers located in the United States, and all information you provide may be maintained on web servers and systems located within the United States. The data protection laws in the United States and other countries might not be the same as those in your country. By using the Illuma Platform or submitting information to us, you specifically consent to the transfer of your information to the United States and to the facilities and servers we use, and to those with whom we may share your information.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Illuma Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE ILLUMA PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ILLUMA PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE ILLUMA PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ILLUMA PLATFORM IS AT YOUR OWN RISK. THE ILLUMA PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ILLUMA PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE ILLUMA PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE ILLUMA PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ILLUMA PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE ILLUMA PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE ILLUMA PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE ILLUMA PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND OUR DIRECTORS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE ILLUMA PLATFORM; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE ILLUMA PLATFORM; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE ILLUMA PLATFORM EXCEED THE AMOUNTS YOU PAID COMPANY, IF ANY, IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Illuma Platform, including, but not limited to, any use of the Illuma Platform’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Illuma Platform.

Governing Law and Jurisdiction

All matters relating to the Illuma Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Illuma Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the City of Plano. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE ILLUMA PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use constitutes the sole and entire agreement between you and Illuma Labs Inc. with respect to the Illuma Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Illuma Platform.

Your Comments and Concerns

The Illuma Platform is operated by Illuma Labs Inc., 7700 Windrose Ave., Suite G300, Plano, TX - 75024.

All other feedback, comments, requests for technical support and other communications relating to the Illuma Platform should be directed to: info@illuma-labs.com