BY USING THIS SITE AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT AND CEASE USING THE SITE NOW.

1. User’s Acknowledgment and Acceptance of Terms.

1.1 Agreement. illuminance™ (also referred to as “Us” or “We” or “Company”) provides the illuminance.ai website (and all other illuminance™ related websites) and various related Site Content and Services (each defined below) (all of the websites, Site Content and Services collectively referred to as the “Site”) subject to User’s (as defined below) compliance with all the terms, conditions, policies and notices contained or referenced herein (the “Terms of Use” or “Agreement”), as well as any other written or electronic agreement between illuminance™ and User. In addition, when using the Site, Users shall be subject to any posted guidelines or rules (if any) applicable to such services or materials that may contain terms and conditions in addition to those in these Terms of Use. All such guidelines or rules are hereby incorporated by reference into these Terms of Use.

1.2 Effective Date; Right to Modify; Binding Effect of Continued Use. These Terms of Use are effective as of the date that these Terms of Use appear on the Site (and the Effective Date of the current version of the Privacy Policy is set forth above). illuminance™ reserves the right to change these Terms of Use from time to time without notice to Users and any modifications or changes to these Terms of Use shall be effective upon such modification or amendment. User acknowledges and agrees that it is User’s responsibility to review the Site and these Terms of Use periodically and to be aware of any modifications. User’s continued use of the Site after such modifications will constitute User’s acknowledgement of the modified Terms of Use and agreement to abide and be bound by the modified Terms of Use.

1.4 Corporate Use. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms of Use, in which case the terms “User,” “you,” or “your” shall refer to such entity, its affiliates and users associated with it. If You do not have such authority, or if You do not agree with THESE TERMS OF USE, You must not accept thEsE TERMS OF USE and may not access nor use the SITE, EXCEPT IN YOUR INDIVIDUAL CAPACITY.

2. Definitions. The following terms shall have the following meanings for purposes of this Agreement. Capitalized terms not defined in this Section are defined elsewhere in the Agreement.

“Affiliates” means illuminance™vowners, officers, directors and/or other managing individuals, affiliated companies, suppliers, partners, sponsors, advertisers, and agents and representatives, and includes (without limitation) all parties involved in creating, producing, and/or delivering the Site.

“Services” means any service or offering that may be provided by illuminance™ via the Site, as well as any support services and related technologies that may be provided by illuminance™ in its sole discretion for maintaining and monitoring your use of such Services. For clarity, Services may not be available on the Site and the illuminance™ Applications are not considered Services for purposes of this Agreement.

“Site Content” means any content, material, information, media, article, post, communications, software, photos, video, graphics, music, sounds, and other material and services that can be viewed or otherwise accessed by Users on or through the Site and related websites but excludes User Data. 

“User” or “You” or “Your” (and similar terms) means any person or entity that visits, views, uses or accesses any portion of the Site.

“User Data” means the data and information that a User may import, upload, or otherwise provide to the Service in connection with a User’s use of the Site.

3. 
   Services.

3.1 Access and Use. Subject to the terms and conditions of these Terms of Use, illuminance™ grants you a limited, non-exclusive right and license to access and use the Site and Services solely for your business or personal use and consistent with the other limitations set forth in these Terms of Use.

3.2 illuminance™ Applications. illuminance™ business consists of making certain software programs, applications, platforms and infrastructure services available to clients (the “illuminance™ Applications”). While the Site and Services may provide information regarding such illuminance™ Applications, please note that all illuminance™ Applications are made available pursuant to separate service agreements, license agreements, SaaS agreements, PaaS agreements, IaaS agreements or other written documentation mutually agreed upon by illuminance™ and its clients, and are not subject to or incorporated by reference into these Terms of Use.

3.3 Limitations. illuminance™ makes the Site and Services available to Users in its sole discretion. illuminance™ reserves the sole right to either modify or discontinue the Site, including any features therein, at any time with or without notice to User. illuminance™ shall not be liable to User or any third party should illuminance™ exercise such right. User understands and agrees that temporary interruptions of the Site may occur as normal events. User further understands and agrees that illuminance™ has no control over third party networks that User may access in the course of the use of the Site, and therefore, delays and disruption of other network transmissions are completely beyond our control. User understands and agrees that the Site is provided “AS IS” and that illuminance™ assumes no responsibility for the timeliness, deletion, misdelivery, or failure to store any Site Content, communications, or personalization settings. User understands that certain functionality and portions of the Site or Services may only be available to certain parties and that not all functionality and portions of the Site or Services may be available to all Users. Any new features that augment or enhance the current Services shall be subject to these Terms of Use.

3.4 Equipment and Requirements. User acknowledges that certain portions or features of the Site may not be fully accessible or functional without a working Internet connection, and other system elements or requirements that may be specified by Company from time to time. It is User’s responsibility to ensure that User has all required system elements. illuminance™ may use third party providers to store, manage, and authenticate content, and to provide the necessary hardware, software, networking, storage, and related technology required to run the Services. We are not responsible for possible issues caused by third party faults or discontinued Services. illuminance™ does not guarantee or warrant that any User Data or other content that you submit or access through the Services will not be subject to inadvertent damage, corruption, or loss. You are encouraged to backup files that you store or access on the Site (if any). While we take data security and privacy seriously, you understand and agree that the technical processing and transmission of the Services, including your User Data, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

4. Electronic Contracting and User Notices.

User’s affirmative act of viewing or using any portion of the Site (including, without limitation, submitting any forms to illuminance™ via the Site) constitutes User’s electronic signature to these Terms of Use and User’s consent to enter into agreements with illuminance™ electronically. User also agrees that illuminance™ may, but has no obligation to, send to User in electronic form any privacy or other notices, disclosures, reports, documents, communications, or other records regarding the Site (collectively, “Notices”). illuminance™ can send User electronic Notices (i) to the e-mail address that User provided to illuminance™ (if any), or (ii) by posting the Notice through the Site. The delivery of any Notice from illuminance™ is effective when sent or posted, regardless of whether User reads the Notice when User receives it or whether User actually receives the delivery or views the revised Notice. User can withdraw User’s consent to receive Notices electronically by discontinuing User’s use of the Site. User can retrieve an electronic copy and a printable version of this contract by clicking on the “Terms of Use” link on the Site. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing. All questions, complaints, claims or other notices to illuminance™ shall be in writing and shall be made either via email or conventional mail. Notices to illuminance™ must be sent to the contact information provided on the Site. Any notices or communication under these Terms of Use will be deemed delivered to illuminance™ on the delivery date.

5. User Requirements.

5.1 Accuracy; Security. User agrees to: (i) provide true, accurate, current and complete information about User and User’s property as prompted by illuminance™ forms and in any other related document or agreement; (ii) to maintain and update User’s information to keep it true, accurate, current, and complete. User acknowledges that, if any information provided by User is untrue, inaccurate, not current, or incomplete, illuminance™ reserves the right to terminate User’s use of the Site and withdraw any offer or agreement. 

5.2 Restrictions. While using Site, you agree that you will not: (i) violate any laws, third party rights or our policies; (ii) use our Site or submit any of our forms if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Site; (iii) manipulate our Site, services, email responses or interfere with any other users use of the Site; (iv) provide false, inaccurate, misleading, defamatory, or libelous information or content; (v) spoof or create any emails, content, correspondence or other information from us, including fake or fraudulent acceptances or offers; (vi) create any competitive service or feature (or otherwise establish a competitive business) based on, in whole or in part, any content on the Site or any of our business ideas, (vii) distribute viruses or any other technologies that may harm Company, or the interests or property of Company users; (viii) copy, modify, or distribute rights or content from the Site; (ix) harvest or otherwise collect information about other Users, including email addresses, without their consent; (x) use the Site to gain unauthorized access to our network(s) or server(s); (xi) interfere with any User’s use and enjoyment of the Site or other similar Services; (xii) violate the intellectual property rights, including but not limited to, copyrights, trademark rights, trade secrets or patents of any person or entity. This description of prohibited conduct is not intended to be exhaustive, and illuminance™ has sole discretion to determine what constitutes prohibited conduct for Users. Users who violate system or network security may incur criminal or civil liability. 

5.3 Age for Use of the Site. User must be 18 years of age or older to visit or use the Site in any manner. By visiting the Site or accepting these Terms of Use, User represents and warrants to illuminance™ that User is 18 years of age or older, and that User has the right, authority and capacity to agree to and abide by these Terms of Use. User also represents and warrants to illuminance™ that Users will use the Site in a manner consistent with any and all applicable laws and regulations.

5.4 Telemetry and Remote Collection. User acknowledges and agrees that the Site may transmit to illuminance™ (and illuminance™ may collect and use) certain data and information related to the Site or Services, including as related to its operation and use. More information related to our data collection is set forth in our Privacy Policy. [Note: Hyperlink to page.]

6. Data and Privacy.

6.1 Privacy Policy. The information illuminance™ obtains through User’s use of the Site, including User Data, is subject to the illuminance™ Privacy Policy, [Note: Hyperlink to page.] which is specifically incorporated by reference into these Terms of Use.

6.2 User Data. You are responsible for all User Data submitted to the Site or otherwise provided to us. You shall be solely responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use your User Data. illuminance™ shall not be responsible for any data, information, or material that you authorize us to retrieve or that you submit to the Services in the course of using the Services. illuminance™ does not pre-screen, verify, or otherwise authorize User Data. However, illuminance™ and its designee have the right (but not the obligation) in their sole discretion to refuse or remove any User Data that is processed by or provided to the Services. We may, but have no obligation to, remove User Data that we determine in our sole discretion is illegal, threatening, or otherwise objectionable or violates any party’s intellectual property or these Terms of Use.

6.3 License. User acknowledges and agrees and hereby grants illuminance™ any and all rights and licenses to: (i) access, use, process, display and manipulate any User Data as necessary to provide, improve and monitor the Services; and (ii) use User information for its commercial and marketing purposes consistent with the illuminance™ Privacy Policy, including, without limitation, to use User Data for its research and analysis purposes.

7. Termination.

User agrees that illuminance™ shall have the right, at any time, and at our sole discretion, to terminate User’s access to the Site without prior notice to User for violating this Agreement, including, without limitation, breach of these Terms of Use. In addition, User acknowledges that illuminance™ will cooperate fully with investigations of violations of systems or network security at other sites. Upon termination or suspension, regardless of the reasons therefore, User’s right to use the Services and to use the Site immediately ceases, and User acknowledges and agrees that illuminance™ may immediately bar any further access to the Services, or this Site. illuminance™ shall not be liable to User or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by illuminance™ in connection therewith. Applicable provisions shall survive any termination.

8. Third Party Site and Information.

The Site may link Users to other sites on the Internet or otherwise include references to information, documents, software, materials and/or services provided by other parties. These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under our control, and User acknowledges that illuminance™ is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, nor is illuminance™ responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the Site, illuminance™ or our Affiliates, or any warranty of any kind, either express or implied. You access and use all such third party sites is entirely at your own risk and subject to such third parties’ terms and conditions.

9. Intellectual Property Information.

9.1 illuminance™ Ownership. By accepting these Terms of Use, User acknowledges and agree that the Site is protected by illuminance™, its Affiliates’, and their respective licensors’ copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of illuminance™ and/or its Affiliates. Any unauthorized use of Site Content may violate copyright, trademark, and other applicable laws and could result in criminal or civil penalties. Neither illuminance™ nor our Affiliates warrant or represent that User’s use of Site Content displayed on, or obtained through, the Site will not infringe the rights of third parties. Certain of the ideas, software and processes incorporated into the Services that are available on the Site may be protected by patent applications pending in, or filed with, the United States, and illuminance™ may prepare and file additional patent applications in selected foreign jurisdictions.

9.2 Feedback. By submitting feedback and suggestions, you agree to grant and hereby do grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to illuminance™ to use to improve illuminance™ products or services. You acknowledge that submission of feedback and suggestions is voluntary and illuminance™ may consider or is developing technology that is the same or similar to your feedback or suggestions.

10. User Submitted Information.

10.1 User Data. Company agrees that the User Data is owned by User and is protected by U.S. and international intellectual property laws, and that User shall solely own and retain all right, title and interest to, including all intellectual property rights in, the User Data. User is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all User Data, and Company assumes no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any User Data. Company shall not be required to maintain a backup or copy of any User Data and Company shall have no liability for any loss of User Data, whether caused by Company, User, any third-party service provider or any third party. User shall comply with local, national and international laws and regulations applicable to the transmission or storage of data through the Services. User is solely responsible for ensuring that it has all rights necessary to provide the User Data to Company and the Services. User acknowledges and agrees that no transmission or hosting of data is 100% secure and there remains a possibility that User Data may be subject to unauthorized access by hacking, malware, systems breach or other unauthorized method and User shall have no liability relating to any such breach or access. 

10.2 Suspected Copyright Violations. illuminance™ respects the intellectual property of others, and we ask Users to do the same. If User believes its copyright, trademark or other property rights have been infringed by User Data or Site Content on the Site, User should send notification to illuminance™, via the contact information on the Site, immediately. To be effective, the notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) information reasonably sufficient to permit illuminance™ to contact the complaining party, such as address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; (iii) identification of the material that is claimed to be infringing or to be subject to infringing activity and that is to be removed and information reasonably sufficient to permit illuminance™ to locate the materials; (iv) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or the law; and (v) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringing.

11. Disclaimer of Warranties.

THE SITE AND ALL SITE CONTENT ON, AND SERVICES PROVIDED THROUGH, THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, illuminance™ MAKES NO WARRANTY THAT (A) THE SITE, SITE CONTENT AND SERVICES WILL MEET USER’S REQUIREMENTS, (B) THE SITE, SITE CONTENT AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES OR RESULTS OF THE SERVICE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED BY USER FROM US OR OUR AFFILIATES WILL MEET USER’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. 

THE SITE AND RESULTS OF THE SERVICE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. THE USE OF THE SITE, SERVICES OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH THE SITE ARE DONE AT USER’S OWN DISCRETION AND RISK AND WITH USER’S AGREEMENT THAT USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM(S) OR NETWORK(S) OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

12. Limitation of Liability.

IN NO EVENT SHALL illuminance™ BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT illuminance™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, THE SERVICE, OR ANY SITE CONTENT, OR WEB SITE REFERENCED OR LINKED TO FROM THE SITE. FURTHER, illuminance™ SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SITE OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS THROUGH THE SITE. illuminance™ AND ITS AFFILIATES MAXIMUM LIABILITY UNDER THIS AGREEMENT AND FOR ANY CLAIMS RELATED TO A USER’S USE OR ACCESS TO THE SITE SHALL BE $1000. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

13. Indemnification.

Upon a request by illuminance™, User agrees to defend, indemnify, and hold illuminance™ and our Affiliates harmless from all liabilities, amounts, damages, claims, alleged claims, costs and expenses, including attorney’s fees, that arise from, are related to, or otherwise are connected with (i) User’s use or misuse of the Site; (ii) any misrepresentation, fraud, or other act or omission that is inconsistent with the requirements of the Site, or any agreements entered into between illuminance™ and User; (iii) any breach of any provision of these Terms of Use; (iv) any violation of applicable law by User; (v) any violation of any intellectual property rights by User, whether illuminance™ rights or those of a third party; and (vi) any User Data that User imports, uploads or otherwise provides to the Site. illuminance™ reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User will cooperate with illuminance™ in asserting any available defenses.

14. International Use.

Although the Site may be accessible worldwide, illuminance™ makes no representation that (i) use of, or Site Content on, the Site is appropriate or available for use in locations outside the United States, and (ii) use of the Site or Site Content on the Site is compliant with foreign law. Users who choose to access the Site from other locations do so on User’s own initiative and are responsible for compliance with local laws. Any offer for any product, service, and/or information made in connection with the Site or with the Service is void where prohibited.

16. Law; Venue.

User agrees that the laws of the State of Florida, without regard to principles of conflict of laws, will govern these Terms of Use and any claim or dispute that has arisen or may arise between User and illuminance™, except as otherwise stated in these Terms of Use. All claims under these Terms of Use or related to User’s relationship with the Site or illuminance™ Services shall be brought in Palm Beach County, Florida.

17. Entire Agreement.

These terms and conditions constitute the entire agreement and understanding between illuminance™ and User concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms of Use may NOT be altered, supplemented, or amended by the use of any other document(s). Any attempt to alter, supplement or amend this document or to enter an order for products or services which are subject to additional or altered terms and conditions shall be null and void, unless otherwise agreed to in a written agreement signed by User and illuminance™. To the extent that anything in or associated with the Site is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence. Notwithstanding the foregoing, any submission or screen on the Site related to pricing or otherwise agreed to by User related to usage limitations or pricing for the Site shall supplement these Terms of Use and apply to the User.

18. General.

18.1 Assignment. User may not assign User’s rights and obligations under these Terms of Use to any third party, and any purported attempt to do so shall be null and void. illuminance™ may freely assign our rights and obligations under these Terms of Use and transfer, assign, or novate these Terms of Use. 

18.2 Force Majeure. In addition to any excuse provided by applicable law or under this Agreement, illuminance™ shall be excused from liability for non-delivery or delay in delivery of the Site and Services arising from any event beyond our reasonable control, whether or not foreseeable by either party, including, but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

18.3 Enforceability; Severability. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

18.4 No Waiver. Any failure by illuminance™ to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision or a waiver of our right to enforce or exercise any such provision of these Terms of Use in the future.

18.5 Intended Beneficiaries. These Terms of Use are strictly between illuminance™ and User. There are no intended third-party beneficiaries of these Terms of Use.

18.6 Government Sales. If User is a branch or agency of the United States Government or a contractor thereto, the following provision applies. As defined in FAR section 2.101, the Site and Services and related documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Terms of Use and will be prohibited except to the extent expressly permitted by the terms of these Terms of Use.

BY USING THIS SITE AND/OR SUBMITTING ANY INFORMATION OR COMPLETING ANY FORMS, USER AGREES TO BE BOUND BY THESE TERMS OF USE. IF USER DOES NOT WISH TO BE BOUND BY THE THESE TERMS OF USE, PLEASE EXIT THE SITE NOW.