LUMA Institute, LLC Terms and Conditions for Services (these “Terms”) govern exclusively the provision of goods and services (collectively, “Services”) by LUMA Institute, LLC (“LUMA”), a wholly owned subsidiary of Tactivos, Inc. d/b/a Mural, to the client identified on the face of the Statement of Work (“Client”).  LUMA hereby objects to and rejects any additional or different terms or conditions proposed by Client, including but not limited to those contained in Client’s request for information or proposal, purchase order, or other document.  Acceptance of Services is expressly limited to these Terms.

1. Fees and Payment.  Client shall pay to LUMA the fees set out in the Statement of Work (“SOW”). The fees are exclusive of (a) travel and expenses, which LUMA shall invoice and Client shall pay; and (b) taxes, for which Client shall be responsible, unless the tax is based on the net income of LUMA.  If LUMA is required to collect taxes on any aspect of the Services, LUMA will identify the tax due as a separate line item on the applicable invoice.  LUMA will invoice its fees as set out in the applicable SOW.  All invoices must be paid within thirty (30) days of the date of invoice. Outstanding balances will be subject to a 1.5% per month finance charge (or the highest rate allowed by law, whichever is lower).
2. Intellectual Property. Except for and subject only to the License set out in Section 3 of these Terms, LUMA retains all right, title, and interest in, and ownership of, all intellectual property rights in and to the Electronic Content, LUMA Handbook, Planning Cards, Project Planning Kit, the methods and recipes comprising the LUMA System, and all other LUMA tangible or intangible property that exists as of the date of this SOW or that may be created by or on behalf of LUMA thereafter (collectively, “LUMA Content”), including LUMA Content or modifications thereto arising from provision of the Services or incorporation of feedback from Client or a participant regarding the Services.
3. License to Electronic Content.  If a Workplace subscription is listed on the SOW, LUMA hereby grants to the employees of Client as set out in the SOW (each, a “Licensee”), for the period of time and subject to Client’s payment of the fees set out in the SOW, and subject to Client’s compliance with these Terms, a fully paid-up, royalty-free, nonexclusive, nontransferable license: (a) to view and use the video and other electronic content available at www.lumaworkplace.com and luma-institute.com (collectively, “Electronic Content”) and (b) for Electronic Content expressly designated for download or export (“LUMA Tools”) to view, download, reproduce, use, distribute, and display the LUMA Tools (the rights granted in (a) and (b) collectively, the “License”).  After the term of the License expires, each Licensee may continue to reproduce, use, distribute, and display any LUMA Tools that Licensee downloaded during the License term, subject at all times to the License Limitations set out in Section 4 of these Terms.
4. License Limitations.  All LUMA Tools downloaded, reproduced, used, distributed, or displayed by Client or a Licensee must include all LUMA trademarks and all copyright and trademark notices placed by LUMA on the LUMA Tools.  Neither Client nor any Licensee may remove or obscure any trademark or rights notice on any Electronic Content or otherwise modify any Electronic Content.  Neither Client nor any Licensee may copy or otherwise reproduce any tangible goods supplied by LUMA, including the LUMA Handbook, Planning Cards, and Project Planning Kit.  Extra copies of the LUMA Handbook, Planning Cards, and Project Planning Kit are available for purchase from LUMA.  Client shall ensure that neither it nor any Licensee use their rights under the License in connection with or in support of any Training, unless the Licensee is a certified LUMA Instructor using a LUMA Kit to provide training to other Client employees.  “Training” means to engage in a pattern or practice of disclosing simultaneously to multiple individuals the human centered design methods from the LUMA System, using LUMA Content, for the purpose of enabling those individuals to use the methods so disclosed.
5. Use Prohibitions.  Client and its Licensees shall not: (a) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any component of Electronic Content is compiled or interpreted; (b) sublicense, sell, resell, rent, lease, assign, or timeshare the Electronic Content to any third party; (c) attempt to gain unauthorized access to the Electronic Content; or (d) utilize Electronic Content in violation of applicable law or the rights of third parties, including to transmit or store harmful computer code or infringing or illegal content.  Client shall remain responsible for any access to or use of Electronic Content made by it and its Licensees, and shall be responsible to maintain the confidentiality of any access credentials its Licensees use to access Electronic Content.
6. Certification. LUMA shall grant to each participant who has completed an applicable LUMA Program and established, to LUMA standards, competence leveraging the LUMA System within their daily work regarding that Program a nonexclusive, royalty-free and fully paid-up license to display and reproduce the LUMA Digital Badge and Certificate issued to that participant, to be displayed and used only in association with the participant’s name and subject to the Digital Badge and Certificate Use Guidelines that LUMA may establish from time to time; provided, however, that such Digital Badge and Certificate cannot be displayed or used in connection with the provision of any Training in violation of Section 4 of these Terms.
7. Disclaimer of Warranties.  LUMA MAKES NO AND DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LUMA DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE SERVICES OR THE RESULTS OR USE OF THE SERVICES WILL BE CORRECT, ACCURATE, OR RELIABLE.
8. Information Sharing.  ASPECTS OF THE SERVICES ENABLE AND ENCOURAGE PARTICIPANTS TO SHARE THEIR EXPERIENCES USING THE LUMA SYSTEM, AND LUMA WORKPLACE INCLUDES FILE UPLOADING AND DATA SHARING FUNCTIONALITY.  CLIENT AGREES THAT IT IS SOLELY RESPONSIBLE FOR ITS LICENSEES’ COMPLIANCE WITH ALL CLIENT REQUIREMENTS REGARDING THE DISCLOSURE AND TRANSMISSION OF CONFIDENTIAL AND PROPRIETARY INFORMATION. IN NO EVENT SHALL LUMA BE LIABLE FOR ANY DISCLOSURE OR TRANSMISSION OF CONFIDENTIAL OR PROPRIETARY INFORMATION MADE BY ANY PARTICIPANT OR LICENSEE THROUGH WORKPLACE OR IN CONNECTION WITH ANY WORKSHOP.
9. Limitation of Liability.  EXCEPT FOR A BREACH BY CLIENT OF THE LICENSE TERMS HEREUNDER OR FAILURE BY CLIENT TO PAY FEES OWED, IN NO EVENT SHALL: (a) EITHER PARTY BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, OR OTHER INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF ANY BREACH OF THIS AGREEMENT OR FAILURE TO PERFORM ITS OBLIGATIONS HEREUNDER, REGARDLESS OF (i) WHETHER SUCH DAMAGES WERE FORESEEABLE, (ii) WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED; AND (b) EITHER PARTY’S LIABILITY EXCEED, IN THE AGGREGATE, THE FEES PAID TO LUMA UNDER THE SOW OUT OF WHICH THE CLAIM AROSE.
10. Scheduling.  All Learning Programs must begin within nine (9) months and be consumed within twelve (12) months from the effective date of the applicable Order Form or online purchase of Learning Services. Scheduling of Learning Programs will be agreed by the parties in good faith upon 30 days prior request from you. You may reschedule Learning Programs any time within eight (8) months of purchase, by providing prior written notice to us. In the event of any rescheduling, you will reimburse us for all nonrefundable expenses incurred up through the date of reschedule. A reschedule notice received by us at least thirty-one (31) calendar days prior to the scheduled start of the Learning Programs will not give rise to any other fees.
11. Relationship Between the Parties.  LUMA and LUMA’s personnel are and shall remain independent contractors with respect to the Services.  Client acknowledges that LUMA provides services to a broad range of other clients and agrees that this Agreement shall not be construed as precluding or limiting in any way the right of LUMA provide services to other clients. Client grants permission for LUMA to include and display publicly Client’s name and logo on its website and list of clients.
12. Data Privacy. With respect to the Learning Services, if applicable to you, each party acts as a “controller” or “business” (as defined by and as applicable under applicable Data Privacy Laws) with respect to Personal Data Processed and the controller-controller provisions of Luma DPA available at luma-institute.com/data-protection-addendum apply.
13. Miscellaneous.  These Terms and the relationship between LUMA and Client shall be governed by laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws principles.  The parties agree that the state and federal courts sitting in Pittsburgh, Pennsylvania shall have exclusive jurisdiction and venue over any claims or disputes arising from or related to this Agreement.  Each party agrees that it shall not argue or maintain that venue is improper or inconvenient in these courts. These Terms and the SOW, which is hereby incorporated by reference, set forth and constitute the entire agreement between LUMA and Client with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, understandings, and representations between LUMA and Client with respect to the subject matter hereof.  No amendment or modification to these Terms or the SOW is effective unless it is in writing, identified as an amendment or modification to the Terms or SOW, as applicable, and is signed by an authorized representative of each party. Any purported amendment or modification in violation of this section is void.

Rev.3 10/2024