Legal

Unless superseded by a separate written agreement mutually executed by the Parties which expressly supersedes these Lu Labs Terms of Service (in which case such separate agreement shall then govern), these Lu Labs Terms of Service (these “Terms”) govern your (or the company or entity on whose behalf you entered into these Terms or that is otherwise identified on the applicable Order Form, if any) (“Customer,” “you” or “your”) use of the website located at lulabs.ai (the “Site”) and the Platform as made available by Lu, Inc. (“Lu Labs”). To make these Terms easier to read, the Site and Platform are collectively called the “Services.” Lu Labs and Customer may be referred to herein collectively as the “Parties” or individually as a “Party”.

1. AGREEMENT TO TERMS.

By using the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to the terms and conditions of these Terms.

2. DEFINITIONS.

1. (a) “Authorized Users” means employees, agents, consultants, contractors or vendors authorized by Customer to use the Services.
2. (b) “Customer Materials” means all information, data, content and other materials, in any form or medium, that Customer makes available on or through the Services, but excluding, for clarity, Account Data, Aggregate Data and any other information, data, data models, content or materials owned or controlled by Lu Labs and made available through or in connection with the Services.
3. (c) “Derived Data” means any data or metadata that is derived or aggregated in deidentified form from: (i) any Customer Materials; (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services; and (iii) operational data (including telemetry, diagnostics, and system logs).
4. (d) “Documentation” means the documentation relating to the Services, including the Fees Webpage, if and as provided by Lu Labs to Customer (including any revised versions thereof), which may be updated from time to time upon notice to Customer.
5. (e) “End Users” means the third-party customers of Customer who may access or use Customer’s products or services pursuant to a separate agreement between Customer and each such End User.
6. (f) “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights and any other intellectual property rights recognized in any country or jurisdiction in the world.
7. (g) “Lu Labs IP” means the Services provided by Lu Labs, the underlying software provided in conjunction with the Services, algorithms, AI models, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services, Documentation and Derived Data, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship) and all Intellectual Property Rights in and to any of the foregoing.
8. (h) “Order Form” means a mutually executed order form or other mutually agreed upon ordering document which references these Terms and sets forth the applicable Services to be provided by Lu Labs to Customer.
9. (i) “Platform” means Lu Labs’ proprietary software platform designed to allow customers to gain insights into their End User customer base, and any related functionality made available in connection therewith by Lu Labs.
10. (j) “Term” means the time period set forth in the applicable Order Form during which you are authorized to use the Services in accordance with these Terms.

3. PRIVACY NOTICE.

Lu Labs may process personal data about Authorized Users (“Account Data”) in accordance with its Privacy Notice available at lulabs.ai/legal.

4. CHANGES TO THESE TERMS OR THE SERVICES.

Lu Labs may update these Terms from time to time in the sole discretion of Lu Labs. Lu Labs will post the updated Terms on the Site, via the Platform and/or may also send other communications to Customer. Customer’s continued used of the Services after Lu Labs has posted updated Terms means that Customer accepts and agrees to the updates. If Customer does not agree to be bound by the updates, Customer may not use the Services anymore. Because the Services are evolving over time, Lu Labs may change or discontinue all or any part of the Services, at any time and without notice, at the sole discretion of Lu Labs.

5. ACCESS AND USE.

1. (a) Services. Subject to the terms and conditions of these Terms, Lu Labs hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 15(b)) right to access and use (and permit Authorized Users to use) the Services during the Term in accordance with the terms and conditions herein and in the Documentation.
2. (b) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, disassemble, engage in model extraction or stealing attacks, prompt injection attacks or any other adversarial attacks set forth in the NIST AI 100-2 E2023 publication available at https://nvlpubs.nist.gov/nistpubs/ai/NIST.AI.100-2e2023.pdf or otherwise attempt to derive or gain improper access to any software components, models, algorithms or systems of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services for any purpose other than for the benefit of Customer in accordance with these Terms; (iv) use the Services, Output or Documentation in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates any applicable law; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Lu Labs for use expressly for such purposes; (vii) use the Services, Documentation, Input or Output to train, improve or have trained or improved an AI model (e.g., engage in “model scraping”); or (viii) use the Services, Documentation, Output or any other Lu Labs Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services.
3. (c) Authorized Users. Customer may permit Authorized Users to use the Services in accordance with the terms and conditions of these Terms and the Documentation, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of these Terms and the Documentation, including, without limitation, with Customer’s obligations and the restrictions set forth in Section 5(b). Customer will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols and will promptly notify Lu Labs if Customer knows or reasonably suspects that any username and/or password has been compromised.
4. (d) Ownership of Lu Labs IP. Subject to the limited rights expressly granted hereunder, Lu Labs reserves and, as between the Parties will solely own, the Lu Labs IP and all rights, title and interest in and to the Lu Labs IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
5. (e) Input and Output. The Services will generate output for Customer in the form of insights, graphs, reports, summaries, action items, recommendations, or other documentation related to the activity of End Users on certain third-party platforms, (each, “Output”) in response to: (i) Customer Materials or other information which Customer makes available in the Services and which influence the Output or Services; and (ii) interactions, requests or input from an Authorized User (collectively, “Input”). As between the Parties, to the extent permitted by applicable law and subject to Section 5(e): (a) Customer owns all Input provided by Customer; and (b) subject to Customer’s compliance with these Terms, Lu Labs assigns to Customer its right, title and interest in and to the Output generated by Customer’s Input. Notwithstanding the foregoing, Customer may not: (1) use Output to develop or have developed AI or machine learning models that compete with Lu Labs; nor (2) sell Output to any third parties.
6. (f) Feedback. From time-to-time Customer or its Authorized Users, employees, contractors, or representatives may provide Lu Labs with suggestions, comments, feedback or the like with regard to the Services (collectively, “Feedback”). Customer hereby grants Lu Labs a perpetual, irrevocable, royalty-free and fully paid-up license to use and exploit all Feedback in connection with Lu Labs’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services and other technologies and services. For clarity, Feedback is not considered Confidential Information.
7. (g) Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”). Lu Labs does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto. Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.

6. SUBSCRIPTIONS.

Lu Labs requires payment of a subscription fee (“Subscription”) for use of the Services (or certain portions thereof), as set forth at lulabs.ai/pricing (“Fees Webpage”). The Fees Webpage and/or your Order Form may allow you the option to choose a specific Subscription tier from several options (each, a “Subscription Tier”) and you agree to pay the fees specified in the Subscription Tier you select in the Fees Webpage and/or in your Order Form, as applicable. Each Subscription Tier includes different usage limits, and may offer access to specific or components of the Services and/or customized levels of customer support offered by Lu Labs. If you choose to purchase additional usage beyond the quantity included in your Subscription Tier, you will be required to pay an additional fee, as communicated to you by Lu Labs or through the Services, and you agree to pay such fees.

1. (a) General. When you purchase a Subscription (each, a “Transaction”), you expressly authorize Lu Labs (or Lu Labs’ third-party payment processor) to charge you for such Transaction. Lu Labs may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize Lu Labs to provide your Payment Information to third parties so Lu Labs can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
2. (b) Subscriptions. You will be charged the monthly Subscription fee, plus any applicable taxes and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE LU LABS TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, Lu Labs (or Lu Labs’ third-party payment processor) will charge you on that day for the pro-rata amount of days left in the month, and thereafter automatically charge you on the first day of each month of your Subscription, using the Payment Information you have provided until you cancel your Subscription. Where required by applicable law, before your Subscription term ends, Lu Labs will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Lu Labs. Your Subscription continues until cancelled by you or Lu Labs terminates your access to or use of the Services or Subscription in accordance with these Terms. Lu Labs reserves the right to change the Subscription Fees or applicable charges and to institute new charges upon any renewal of your Subscription, and will notify Customer of such within the following notice periods: (i) for monthly Subscriptions, at least ten (10) days before renewal; and (ii) for annual Subscriptions, at least sixty (60) days’ prior notice to Customer (which may be sent by email).
3. (c) Payments. If Customer fails to make any payment when due, late charges will accrue at the rate of one and one-half percent (1.5%) per month or, if lower, the highest rate permitted by applicable law and Lu Labs may suspend Services until all payments are made in full. Customer will reimburse Lu Labs for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
4. (d) Cancelling Subscription. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, Lu Labs reserves the right to cancel your Transaction for any reason; if Lu Labs cancels your Transaction Lu Labs will refund any payment you have already remitted to Lu Labs for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. To cancel the autorenewal of your Subscription, you can opt to (i) cancel using the functionality offered from within the Platform or (ii) by notifying Lu Labs in accordance with Section 15(d). You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges.

7. CUSTOMER MATERIALS.

1. (a) Provision of Services. Customer hereby grants Lu Labs and its licensors a non-exclusive, worldwide, royalty-free right and license to use, reproduce, display, perform and modify the Customer Materials, Input and Output solely for the purpose of hosting, operating, improving and providing the Services and Lu Labs’s other related products, services and technologies and for the purpose of creating or developing Derived Data during the Term. As between Customer and Lu Labs, Customer owns and retains all right, title and interest in and to all Customer Materials.
2. (b) Derived Data. Lu Labs may collect, compile, analyze, and otherwise process Derived Data for purposes of improving its products and services, including, without limitation, training, tuning, and evaluating machine learning models; analytics, maintaining and improving the Services; and product development, provided that such Derived Data is aggregated and deidentified and does not identify Customer, Customer’s customers, Customer’s transactions or orders with third parties, or other Customer specific activity.
3. (c) Publicity. Lu Labs may use or refer to Customer’s name, trademarks, service marks or logos (“Customer Marks”) in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of identifying Customer as a user of the Services and marketing and promoting the Services.

8. DATA PROCESSING ADDENDUM; INFORMATION SECURITY.

1. (a) Data Processing Addendum. Each party will comply with the Data Processing Addendum available at: lulabs.ai, the terms of which are incorporated herein by reference.
2. (b) Information Security. Lu Labs implements security procedures designed to help protect Customer Materials from security threats. However, you understand that your use of the Services necessarily involves transmission of Customer Materials over networks that are not owned, operated or controlled by Lu Labs, and Lu Labs is not responsible for any of Customer Materials that is lost, altered, intercepted or stored across such networks. Lu Labs cannot guarantee that its security procedures will be error-free, that transmissions of Customer Materials will always be secure or that unauthorized third parties will never be able to defeat Lu Labs’s security measures or those of its third-party service providers.

9. SUPPORT.

Lu Labs will provide you with the commercially reasonable customer support for the Services specified in your Subscription Tier.

10. CONFIDENTIAL INFORMATION.

1. (a) Confidentiality. “Confidential Information” means any information that one Party (the “Disclosing Party”) provides to the other Party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Lu Labs. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Lu Labs may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Derived Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.
2. (b) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of these Terms by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure; or (v) is Personal Data (which, to the extent applicable, will be subject to the DPA).

11. REPRESENTATIONS AND WARRANTIES; DISCLAIMER.

1. (a) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into these Terms; and (ii) the execution, delivery and performance of these Terms by it have been duly authorized by all necessary actions and do not violate its organizational documents.
2. (b) Customer Additional Representations. Customer represents and warrants that Lu Labs’ use of the Customer Materials in accordance with these Terms will not violate any applicable laws or regulations or infringe, misappropriate or violate any Intellectual Property Rights, privacy rights, rights of publicity or other rights of any End User or other third party or cause a violation of confidentiality, breach of any agreement or obligations between Customer and any End User or other third party.
3. (c) Disclaimer. THE SERVICES AND OTHER LU LABS IP ARE PROVIDED ON AN “AS IS” BASIS, AND LU LABS MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE LU LABS IP, THE OUTPUT, THE SERVICES OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER.
4. (d) Similarity, Accuracy and Appropriateness of Output. Due to the nature of machine learning, Output may not be unique and the Services may generate the same or similar output for Lu Labs or a third party. Lu Labs’s assignment of Output as set forth above does not extend to other Lu Labs customers’ output. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THESE TERMS, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, LU LABS WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER MATERIALS, INPUT, OUTPUT OR THEIR USE. Customer will evaluate the content, nature and accuracy of any Output as appropriate for the applicable use case, including by using human review of the Output.

12. TERMINATION.

1. (a) Lu Labs Termination. Lu Labs may terminate or suspend Customer’s access to and use of the Services, including suspending access to or terminating Customer’s account in Lu Labs’s sole discretion, at any time for any reason or no reason, and without notice to you.
2. (b) Customer Termination. Customer may terminate these Terms and Customer’s access to and use of the Services if Lu Labs materially breaches these Terms, and such breach remains uncured thirty (30) days after Customer provides Lu Labs with written notice of such breach. In the event of such termination by Customer, Lu Labs will refund to Customer a pro-rata portion of the fees that have been paid for the unexpired portion.
3. (c) Survival. This Section 12(c) and Sections 1, 2, 3, 4, 5(b), 5(e), 5(g), 6 (only for payments due and owing to Lu Labs prior to the termination), 7(b), 8, 10, 11, 12(c), 12(d), 14, and 15 survive any termination or expiration of these Terms.
4. (d) Effect of Termination. Upon expiration or termination of the Term: (i) any rights or licenses granted to Customer under this Agreement will terminate; and (ii) Customer will return or destroy, at Lu Labs’ sole option, all Lu Labs Confidential Information in its possession or control, including permanent removal of such Lu Labs Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Lu Labs’ request, certify in writing to Lu Labs that the Lu Labs Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer’s obligation to pay all fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund except as set forth in Section 12(b).

13. LIMITATION OF LIABILITY.

1. (a) Limitation of Liability. IN NO EVENT WILL LU LABS BE LIABLE TO CUSTOMER OR ITS AUTHORIZED USERS OR ANY END USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS.
2. (b) Total Liability. IN NO EVENT WILL LU LABS’ TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THESE TERMS EXCEED THE GREATER OF: (I) FEES ACTUALLY PAID BY CUSTOMER TO LU LABS IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (II) ONE HUNDRED DOLLARS ($100). THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

14. INDEMNIFICATION.

Customer will indemnify and hold Lu Labs and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with: (i) Customer’s access to or use of the Services; (ii) the Customer Materials, Input or their use by Lu Labs; (iii) Customer’s negligence, willful misconduct or fraud; or (iv) Customer’s violation of these Terms.

15. GENERAL.

1. (a) Entire Agreement. These Terms, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter.
2. (b) Assignment. Customer may not assign or transfer these Terms, by operation of law or otherwise, without Lu Labs’ prior written consent. Any attempt by you to assign or transfer these Terms absent Lu Labs consent will be null. Lu Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
3. (c) Notices. Any notices or other communications provided by Lu Labs under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Any notices or other communications provided by Customer under these Terms (for example, to inform Lu Labs of Customer’s intent to cancel a Subscription) will be given when sent by email to the Lu Labs email address designated on the applicable Order Form (the “Lu Labs Designated Email Address”), on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.
4. (d) Relationship of the Parties. Nothing in these Terms will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other’s behalf without such other Party’s prior written consent.
5. (e) Waiver. Either Party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the Party granting the waiver.
6. (f) Severability. If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of these Terms will remain in full force and effect.
7. (g) Governing Law; Jurisdiction. These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Los Angeles, California and the Parties irrevocably consent to the personal jurisdiction and venue therein.
8. (h) U.S. Government End Users. The Services were developed solely at private expense and are “commercial products,” “commercial items” or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the Services by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms as consistent with federal law and regulations. If these Terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Customer will immediately discontinue its use of the Services.

ORDER FORM

Lu, Inc. (“Lu Labs”)
ORDER FORM for [Insert Customer] (“Customer”)
952 Maltman Avenue, Suite 111
Los Angeles, California 90026
sales@lulabs.ai

Customer’s Company Name: [Insert Customer Name]
Billing Phone: _____________________
Billing Contact Name: __________________
Billing Email Address: ____________________

Services: Access to and use of the Lu Labs Platform

Term:

A monthly subscription commencing on the date Customer accepts this Order Form and automatically renewing each month thereafter unless Customer informs Lu Labs in writing via email to the Lu Labs Designated Email Address of its intention not to renew the Term at least five(5) days before expiration of the then-current Term.

A yearly subscription commencing on the date Customer accepts this Order Form and automatically renewing each year thereafter unless Customer informs Lu Labs in writing via email to the Lu Labs Designated Email Address of its intention not to renew the Term at least thirty(30) days before expiration of the then-current Term.

Fees:

Tier [X] in the Fees Webpage at lulabs.ai/pricing.

This Order Form is subject to and incorporates the terms and conditions of the Lu Labs Terms of Service located at [link] (the “Terms”) and is entered into as of the date last signed below between Lu Labs and the Customer listed above (the “Order Form Date”). Any capitalized term not defined in this Order Form shall have the meaning given to it in the Terms. Any terms and conditions in any purchase order or other ordering document issued by Customer that are inconsistent with or in addition to the Terms and this Order Form are hereby rejected by the Parties and will be deemed null and of no effect.

By clicking “I ACCEPT” below, Customer hereby agrees to be bound by the terms of this Order Form and of the Terms and the signatory below represents and warrants to Lu Labs that they have the authority to bind Customer to this Order Form and the Terms.

This Data Processing Addendum (including its Exhibits) (this “DPA”) forms part of and is subject to the terms and conditions of the Lu Labs Terms of Service (the “Terms”) by and between the legal entity identified as “customer” in the Terms (“Customer”) and Lu, Inc. (“Lu Labs”). All capitalized terms that are not expressly defined in this DPA will have the meanings given to them in the Terms. If and to the extent any language in this DPA or any of its Exhibits conflicts with the Terms, this DPA shall control.

1. DEFINITIONS.

For the purposes of this DPA, the following terms and those defined within the body of this DPA apply.

1. 1.1. “Customer Personal Data” means Customer Materials that are Personal Data Processed by Lu Labs on behalf of Customer under the Terms.
2. 1.2. “Data Protection Laws” means the privacy and data protection laws, rules, and regulations applicable to a party’s Processing of Customer Personal Data under the Terms. “Data Protection Laws” may include, but are not limited to, the California Consumer Privacy Act of 2018 (as amended by the California Privacy Rights Act) (“CCPA”); the EU General Data Protection Regulation 2016/679 (“GDPR”) and its respective national implementing legislations; other comprehensive U.S. state privacy laws; the Swiss Federal Act on Data Protection; the United Kingdom General Data Protection Regulation; and the United Kingdom Data Protection Act 2018 (in each case, as amended, adopted, or superseded from time to time).
3. 1.3. “Personal Data” has the meaning assigned to the term “personal data” or “personal information” under applicable Data Protection Laws.
4. 1.4. “Process” or “Processing” means any operation or set of operations that is performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection; recording; organization; structuring; storage; adaptation or alteration; retrieval; consultation; use; disclosure by transmission, dissemination, or otherwise making available; alignment or combination; restriction; erasure; or destruction.
5. 1.5. “Security Incident(s)” means the breach of security leading to the accidental or unlawful destruction, loss, or alteration of, or the unauthorized disclosure of or access to, Customer Personal Data attributable to Lu Labs.
6. 1.6. “Subprocessor” means a vendor that Lu Labs has engaged to Process Customer Personal Data.

2. PROCESSING TERMS FOR CUSTOMER PERSONAL DATA.

1. 2.1. Documented Instructions. Lu Labs shall Process Customer Personal Data to provide the Services in accordance with the Terms, this DPA, and any instructions agreed upon by the parties. If applicable law requires that Lu Labs Process Customer Personal Data for other purposes, Lu Labs shall inform Customer of that legal requirement before engaging in such Processing, unless that law prohibits such information on important grounds of public interest.
2. 2.2. Authorization to Use Subprocessors. Customer authorizes Lu Labs to engage Subprocessors. Customer acknowledges that Subprocessors may further engage vendors.
3. 2.3. Lu Labs and Subprocessor Compliance. Lu Labs shall (i) enter into a written agreement with Subprocessors that imposes data protection requirements for Customer Personal Data on such Subprocessors that are consistent with this DPA; and (ii) remain responsible to Customer for the Subprocessors’ failure to perform their obligations with respect to the Processing of Customer Personal Data.
4. 2.4. Right to Object to Subprocessors. Lu Labs will notify Customer prior to engaging any new Subprocessors by updating its Subprocessor list available at https://www.lulabs.ai/subprocessors.html (the “Subprocessor Website”). The Subprocessor Website also contains a mechanism for Customer to subscribe to notifications of new Subprocessors. If Customer subscribes to such notifications, Lu Labs will email Customer new Subprocessor notifications at the email address provided. Lu Labs will allow Customer ten (10) days to object to the new Subprocessor(s) after notice has been provided on the Subprocessor website or via email (as applicable). If Customer has legitimate objections to the appointment of any new Subprocessor, the parties shall work together in good faith to resolve the grounds for the objection.
5. 2.5. Confidentiality. Any person authorized to Process Customer Personal Data shall be subject to a duty of confidentiality, contractually agree to maintain the confidentiality of such information, or be under an appropriate statutory obligation of confidentiality.
6. 2.6. Personal Data Inquiries and Requests. Lu Labs shall provide reasonable assistance to Customer as required by applicable Data Protection Laws in response to any requests from individuals exercising their rights in Customer Personal Data granted to them under applicable Data Protection Laws.
7. 2.7. Data Protection Assessment, Data Protection Impact Assessment, and Prior Consultation. Lu Labs shall provide reasonable assistance and information to Customer as required by applicable Data Protection Laws where, in Customer’s judgment, the type of Processing performed by Lu Labs requires a data protection assessment, data protection impact assessment, and/or prior consultation with the relevant data protection authorities. Customer shall reimburse Lu Labs for all non-negligible costs Lu Labs incurs in performing its obligations under this Section 2.7.
8. 2.8. Demonstrable Compliance. Lu Labs shall provide information reasonably necessary to demonstrate compliance with this DPA as required by applicable Data Protection Laws upon Customer’s reasonable request.
9. 2.9. California-Specific Terms. To the extent that Lu Labs’s Processing of Customer Personal Data is subject to the CCPA, this Section 2.9 also applies. Customer discloses or otherwise makes available Customer Personal Data to Lu Labs for the limited and specific purpose of enabling Lu Labs to provide the Services to Customer in accordance with the Terms and this DPA. Lu Labs shall (i) comply with its applicable obligations under the CCPA; (ii) provide the same level of protection as required under the CCPA; (iii) notify Customer if it can no longer meet its obligations under the CCPA; (iv) not “sell” or “share” (as such terms are defined by the CCPA) Customer Personal Data; (v) not retain, use, or disclose Customer Personal Data for any purpose (including any commercial purpose) other than to provide the Services under the Terms or as otherwise permitted under the CCPA; (vi) not retain, use, or disclose Customer Personal Data outside of the direct business relationship between Customer and Lu Labs; and (vii) unless otherwise permitted by the CCPA, not combine Customer Personal Data with Personal Data that Lu Labs (a) receives from, or on behalf of, another person, or (b) collects from its own, independent consumer interaction. Lu Labs will permit Customer, upon reasonable request, to take reasonable and appropriate steps to ensure that Lu Labs Processes Customer Personal Data that is subject to this Section 2.9 in a manner consistent with the obligations of a “business” under the CCPA by requesting that Lu Labs attest to its compliance with this Section 2.9. Following any such request, Lu Labs will promptly provide that attestation or an explanation of why it cannot provide it. If Customer reasonably believes that Lu Labs is engaged in unauthorized Processing of Customer Personal Data that is subject to this Section 2.9, Customer will notify Lu Labs of such belief, and the parties will work together in good faith to remediate the allegedly violative Processing activities, if necessary.

3. INFORMATION SECURITY PROGRAM.

Lu Labs shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Personal Data.

4. SECURITY INCIDENTS.

Upon becoming aware of a Security Incident, Lu Labs shall provide written notice without undue delay and within the time frame required under applicable Data Protection Laws to Lu Labs’s primary contact at Customer’s organization, or the email address that is listed as Customer’s account owner or administrator. Where possible, such notice will include all available details required under applicable Data Protection Laws for Customer to comply with its own notification obligations to government authorities and/or individuals affected by the Security Incident.

5. CROSS-BORDER TRANSFERS OF CUSTOMER PERSONAL DATA.

1. 5.1. Cross-Border Transfers of Customer Personal Data. Customer authorizes Lu Labs and its Subprocessors to transfer Customer Personal Data across international borders, including from the European Economic Area, Switzerland, and/or the United Kingdom to the United States.
2. 5.2. EEA, Swiss, and UK Standard Contractual Clauses. If Customer Personal Data originating in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by Customer to Lu Labs in a country that has not been found to provide an adequate level of protection under applicable Data Protection Laws, the parties agree that the transfer shall be governed by Module Two’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party’s execution of the Terms shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder.

6. AUDITS AND ASSESSMENTS.

Where Data Protection Laws afford Customer an audit or assessment right, Customer (or its appointed representative) may carry out an audit or assessment of Lu Labs’s policies, procedures, and records relevant to the Processing of Customer Personal Data. Any audit or assessment must be (i) conducted during Lu Labs’s regular business hours; (ii) done with reasonable advance notice to Lu Labs; (iii) carried out in a manner that prevents unnecessary disruption to Lu Labs’s operations; and (iv) subject to reasonable confidentiality procedures. In addition, any audit or assessment shall be limited to once per year, unless an audit or assessment is carried out at the direction of a government authority with jurisdiction over the Processing of Customer Personal Data.

7. CUSTOMER PERSONAL DATA DELETION.

At the expiry or termination of the Terms, Lu Labs shall delete all Customer Personal Data (excluding any backup or archival copies, which shall be deleted in accordance with Lu Labs’s data retention schedule), except where Lu Labs is required to retain copies under applicable laws, in which case Lu Labs will isolate that Customer Personal Data and restrict any further Processing of it except to the extent required by applicable laws.

EXHIBIT A TO THE DATA PROCESSING ADDENDUM

This Exhibit A forms part of the DPA and supplements the Standard Contractual Clauses. Capitalized terms not defined in this Exhibit A have the meaning set forth in the DPA.

The parties agree that the following terms shall supplement the Standard Contractual Clauses:

1. SUPPLEMENTAL TERMS.

The parties agree that (i) a new Clause 1(e) is added to the Standard Contractual Clauses, which shall read as follows: “To the extent applicable hereunder, these Clauses also apply mutatis mutandis to the Parties’ processing of personal data that is subject to the Swiss Federal Act on Data Protection. Where applicable, references to EU Member State law or EU supervisory authorities shall be modified to include the appropriate reference under Swiss law as it relates to transfers of personal data that are subject to the Swiss Federal Act on Data Protection.”; (ii) a new Clause 1(f) is added to the Standard Contractual Clauses, which shall read as follows: “To the extent applicable hereunder, these Clauses, as supplemented by Annex III, also apply mutatis mutandis to the Parties’ processing of personal data that is subject to UK Data Protection Laws (as defined in Annex III).”; (iii) the optional text in Clause 7 is deleted; (iv) Option 1 in Clause 9 is struck and Option 2 is kept, and, notwithstanding anything to the contrary, data importer may engage new subprocessors in accordance with Section 2.4 of the DPA; (v) the optional text in Clause 11 is deleted; and (vi) in Clauses 17 and 18, the governing law and the competent courts are those of Ireland (for EEA transfers), Switzerland (for Swiss transfers), or England and Wales (for UK transfers).

2. ANNEX I.

Annex I to the Standard Contractual Clauses shall read as follows:

A. List of Parties:

Data exporter: Customer.
Address: As set forth in the Notices section of the Terms.
Contact person’s name, position, and contact details: As set forth in the Notices section of the Terms.
Activities relevant to the data transferred under these Clauses: The Services.
Role: Controller.

Data importer: Lu Labs.
Address: As set forth in the Notices section of the Terms.
Contact person’s name, position, and contact details: As set forth in the Notices section of the Terms.
Activities relevant to the data transferred under these Clauses: The Services.
Role: Processor.

B. Description of the Transfer:

Categories of data subjects whose personal data is transferred: Data exporter may submit personal data about data subjects to the Services, the extent of which is determined and controlled by data exporter in its sole discretion, and which may include but is not limited to the following categories of data subjects: members of data exporter’s communities, players of data exporter’s games.

Categories of personal data transferred: Data exporter may submit personal data to the Services, the extent of which is determined and controlled by data exporter in its sole discretion, and which may include but is not limited to the following personal data: user name and user comments.

Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: To the parties’ knowledge, no sensitive data is transferred.

The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis): Personal data is transferred in accordance with the standard functionality of the Services, or as otherwise agreed upon by the parties.

Nature of the processing: The Services.

Purpose(s) of the data transfer and further processing: The Services.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period: Data importer will retain personal data in accordance with the DPA.

For transfers to (sub-) processors, also specify subject matter, nature, and duration of the processing: The subject matter, nature, and duration are identified above.

C. Competent Supervisory Authority: The supervisory authority mandated by Clause 13. If no supervisory authority is mandated by Clause 13, then the supervisory authority is the Irish Data Protection Commission, and if this is not possible, then the supervisory authority is as otherwise agreed by the parties consistent with the conditions set forth in Clause 13.

D. Clarifying Terms: The parties agree that (i) the certification of deletion required by Clause 8.5 and Clause 16(d) of the Clauses will be provided upon data exporter’s written request; (ii) the measures data importer is required to take under Clause 8.6(c) of the Clauses will only cover data importer’s impacted systems; (iii) the audit described in Clause 8.9 of the Clauses shall be carried out in accordance with Section 6 of the DPA; (iv) the termination right contemplated by Clause 14(f) and Clause 16(c) of the Clauses will be limited to the termination of the Clauses; (v) unless otherwise stated by data importer, data exporter will be responsible for communicating with data subjects pursuant to Clause 15.1(a) of the Clauses; and (vi) the information required under Clause 15.1(c) of the Clauses will be provided upon data exporter’s written request.

3. ANNEX II.

Annex II of the Standard Contractual Clauses shall read as follows:

Data importer shall implement and maintain technical and organisational measures designed to protect personal data in accordance with the DPA. Such measures shall include:

• Measures of pseudonymisation and encryption of personal data (as appropriate);
• Measures designed to ensure ongoing confidentiality, integrity, availability, and resilience of the Services that process personal data;
• Measures designed to ensure the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
• Processes for regularly testing, assessing, and evaluating the effectiveness of technical and organisational measures in an effort to ensure the security of the processing of personal data;
• Measures for user identification and authorization;
• Measures designed to protect personal data during transmission;
• Measures designed to protect personal data during storage;
• Measures designed to ensure the physical security of locations at which personal data are processed (as appropriate);
• Measures for events logging (as appropriate);
• Measures regarding system configuration, including default configuration (as appropriate);
• Measures regarding internal IT and IT security governance and management;
• Measures regarding certification/assurance of the Services (as appropriate);
• Measures designed to ensure data minimization for personal data (as appropriate);
• Measures designed to ensure data quality (as appropriate, and to the extent within data importer’s control);
• Measures for data retention of personal data;
• Measures for accountability regarding the processing of personal data; and
• Measures for allowing data portability and ensuring erasure of personal data.

Pursuant to Clause 10(b), data importer will provide data exporter assistance with data subject requests in accordance with the DPA.

4. ANNEX III.

A new Annex III shall be added to the Standard Contractual Clauses and shall read as follows:

The UK Information Commissioner’s Office International Data Transfer Addendum to the EU Commission Standard Contractual Clauses (“UK Addendum”) is incorporated herein by reference.

Table 1: The start date in Table 1 is the effective date of the DPA. All other information required by Table 1 is set forth in Annex I, Section A of the Clauses.

Table 2: The UK Addendum forms part of the version of the Approved EU SCCs which this UK Addendum is appended to, including the Appendix Information, effective as of the effective date of the DPA.

Table 3: The information required by Table 3 is set forth in Annex I and II to the Clauses.

Table 4: The parties agree that Importer may end the UK Addendum as set out in Section 19.