These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

By using the service, you are acknowledging that you have read, understand and agree to be bound by the terms and conditions of the Agreement. By checking the “Agree to the Terms & Conditions” box you are agreeing to be bound by the Service terms and conditions. If you do not agree to the service terms and conditions, do not use the Service.

Lumenous Service Agreement

1. Definitions and Interpretations
2. Access and Restrictions
3. Service Fees and Updates
4. Disclaimer of Warranties and Limitation of Liability
5. Privacy and Security
6. Miscellaneous

1. Definitions and Interpretations

   The definitions and rules of interpretation in this section have the following meanings:
   Aggregate Data
   Anonymously aggregated data for use in benchmarking, associated with non-identifying attributes and displayed only when available quantities comply with minimum data requirements as generally determined by the benchmarking industry to protect privacy.
   Data
   Photos, text, financial data, certifications, premium data from services such as accounting software, and any other information downloaded, accessed or viewed using the Service.
   Effective Date
   The date on which this Agreement is entered into by clicking on the “Accept” button upon registration, or first use of the Service whichever occurs first.
   Expiration Date
   The date on which your rights to use the Service shall expire.
   Free Trial version
   A version of the Service that is provided without charge to enable users to try the Service for a time-limited period.
   Intellectual Property
   Copyright, trademarks, trade names, patents, database rights and other intellectual property rights existing in or associated within the Lumenous Service. Lumenous claims no intellectual property rights within or associated with the Data that belong to You or the original owner.
   License
   The legal right to use the Lumenous Service by virtue of registering, agreeing to the terms embodied in this Agreement, and or paying a subscription fee. “License” is used interchangeably with other terms signifying your legal rights relative to this Service.
   Subscription Fee
   The cost of gaining the right to use the Service within the terms granted by this Agreement, which fee is waived for the Free Trial versions of the Service.
   Service Provider
   Descant, Inc., the company incorporated and registered in the State of Oregon, United States, and doing business as Lumenous, whose registered office is at 12909 SW 68th Parkway, Suite 430, Portland, OR 97223.
   Service
   The Lumenous Service, including third party services and software.
   Service Agreement (the “License” or “Subscription Agreement”)
   This document and all clauses contained within it.
   Terms of Use
   The terms and conditions of this Service Agreement.
   Users
   Lumenous supports three types of users whose rights and obligations are covered in the Service Agreement: Business User (the person representing an organization that uses the Lumenous Service to create and share a credit profile); Invited User (the person representing an organization that has been invited by a Business User to provide a reference and/or to engage with the Business User in a Private Group); and Portfolio User (the person representing an organization that works with small businesses and invites one or more of them to start using the Service).
   You
   The person or people and the legal entities of which they own or are an employee and who agree to be bound by the Service Agreement and Terms of Use.

2. Access and Restrictions
   1. Subject to the terms of this Agreement, Lumenous hereby grants to You a limited, personal, non-commercial, non-exclusive, non-transferable, non-assignable license to use the Free Trial and subscription versions of the Service.
   2. You must only use the Service for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Lumenous or condition posted on the Service. You may use the Service on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
   3. This Agreement allows You to connect and add data to the Service and engage with any other party who you may invite or who otherwise registers to use the Service, providing always that any such activities are carried out by using the functionality provided within the Service.
   4. Where available, automated data feeds are generally provided to You free of charge. However, Lumenous reserves the right to pass on any charges related to the provision of such data on a case-by-case basis at Lumenous’ sole discretion. Lumenous would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on the source of the data and Your volume of feeds). You have the option to decide to discontinue use of automated feeds at any time. To exercise this option, you must give Lumenous notice by utilizing the tools supplied by the Service to revoke authorization.
   5. Business Users determine each Invited User’s level of access to the Data provided by the Business User and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be.
   6. Business Users determine each Invited User’s level of access to the Data provided by the Business User and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be.
   7. Parts of the Service utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and disclaimers for such material are contained in the "online" electronic documentation for the Service. Your use of such material is governed by their respective terms.
   8. You may not undertake, cause, permit or otherwise authorize the modification, reverse engineering, decompiling, disassembling or any other modifications or alterations of the Service or any part thereof.
   9. You may not sell, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Service or any part thereof except to the extent provided in the context of sharing data.
   10. Any and all Intellectual Property Rights in the Service are and shall remain the exclusive property of Lumenous and its suppliers in perpetuity. No Intellectual Property Rights inherent in the Service are transferred to You upon registration, subscription, or use of the Service. Any infringement of the Service’s Intellectual Property Rights is a violation of the Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws.
   11. Notwithstanding any other terms of this Agreement, any access provided to you for demonstration, testing and evaluation purposes may not be resold or transferred.
   12. All title and Intellectual Property Rights in any content, images or any other Data connected or added to the Service by any means or otherwise accessed through the Service are the property of the original owners. Lumenous claims no intellectual property rights to such Data.
3. Fees and Updates
   1. If you pay monthly subscription fees, your right to use fee-based features of the Service will start when Lumenous confirms your payment and will continue for a period of thirty days. When you purchase a monthly subscription, auto-renew is automatically selected in your Account. At the end of the monthly subscription period, you will automatically be signed up and billed for an additional subscription term of 30 days. If you do not wish your subscription to auto-renew, you may uncheck the auto-renew box in your Lumenous Account prior to the end of your current subscription term.
   2. On expiration of any Free Trial or paid for subscription period, You may still be able to use the Service providing You continue to comply with the License terms but profile and portfolio sharing activities, other functionality, and updates, as deemed appropriate by Lumenous, shall no longer be available to You.
   3. Your rights under this License will terminate automatically and without notice from Lumenous, should you fail to comply with the License terms. Upon termination of this License, you shall cease all use of the Service.
   4. Enhancements and fixes of the Service will be released from time to time. This Agreement allows You the right to receive such updates to the Service which are included as part of the subscription to use the Service.
   5. Major Releases of the Service are not included within this Agreement and will be charged separately unless Lumenous decides not to make such charge. Lumenous reserves the right to support only the latest updates or major Release of the Service.
4. Disclaimer of Warranties and Limitation of Liability
   1. The following provisions cover the Service implementation of software developed by and maintained on behalf of Lumenous.
   2. THE SOFTWARE IS “AS IS” AND COMES WITHOUT WARRANTY. LUMENOUS DOES NOT MAKE ANY WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY IN RESPECT OF THE SOFTWARE INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. LUMENOUS DOES NOT WARRANT THAT THE SOFTWARE WILL BE SECURE, ACCURATE, COMPLETE AND ERROR FREE.
   3. You acknowledge and agree that any risk in use of the Software is held by You and that Lumenous is indemnified against any loss of Data of any kind through use of the Service. Lumenous accepts no liability for the integrity of any account or other service that You access to download, connect, and otherwise provide Data to the Service and that the Data will be provided at Your own risk. You agree that you will take your own steps to back up the Data separately and that Lumenous is used only as a Service tool to visualize and share such Data.
   4. You acknowledge and agree that any sharing or disclosures of Data or interactions with other users of the Service are determined by you when you set access rights and invite other users and that Lumenous is in no way liable for any data sharing or disclosures you may make that exceeded your intent but were within the access rights you selected.
   5. Lumenous is in no way liable for any viruses inherent in the Service or downloaded by the Service, or for any damage caused to any computer or other device on which the Service is accessed or used upon as a result of such viruses.
   6. Lumenous is in no way responsible for any damage caused to any computer through use of the Service.
   7. TO THE EXTENT NOT PROHIBITED BY LAW LUMENOUS, ITS OWNERS, INVESTORS, EMPLOYEES, LICENSORS, AGENTS OR REPRESENTATIVES SHALL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:
      1. ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE;
      2. ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE;
      3. ANY LOSS OF DATA HELD WITHIN NETWORKING OR OTHER WEBSITE OR OTHER SERVICE FROM WHICH YOU CONNECT OR DOWNLOAD DATA;
      4. THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU AND/OR LUMENOUS FOR ANY REASON WHATSOEVER; AND
      5. THE RELEASE OR DECISION NOT TO RELEASE NEW VERSIONS OF THE SOFTWARE TO YOU.
      6. IN ANY EVENT, LUMENOUS LIABILITY FOR ANY REASON SHALL NOT EXCEED THE SUBSCRIPTION FEE PAID BY YOU TO USE THE SOFTWARE.
5. Privacy and Security
   1. Lumenous respects Your right to privacy and will in no way, nor is able to, view or monitor the content of any data and activities resulting from your use of the Service.
   2. Where You share information You have connected or provided from online networks or other services to Lumenous for technical support or advisory purposes such as tips on how to improve a profile, this information will only be used by Lumenous to resolve Your issues and will be destroyed on resolution of Your request unless it is required by you for your uses of the Service.
   3. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Lumenous of any unauthorized use of Your passwords or any other breach of security and Lumenous will reset Your password and You must take all other actions that Lumenous reasonably deems necessary to maintain or enhance the security of Lumenous’ computing systems and networks and Your access to the Services.
   4. Lumenous shall act in accordance with its published Privacy Policy, as amended and updated from time to time.
6. Miscellaneous
   1. The contents of the Terms of Use constitute the entire agreement between You and Lumenous.
   2. Lumenous may, at its sole discretion, modify or discontinue or suspend Your ability to use any version of the Service, and/or disable any Service You may already have accessed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You, at Lumenous’ discretion, are in breach of the Terms of Use, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.
   3. Lumenous makes no charge for any service or functionality that would operate less effectively or cease to operate entirely should Lumenous cease to exist or cease to maintain or update such service or functionality.
   4. Lumenous may, at any time and without prior notice modify change or otherwise alter these Terms of Use.
   5. This License and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the United States and the State of Oregon. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
   6. The Parties irrevocably agree that the courts of the United States and the State of Oregon shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
   7. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
   8. All other rights of Lumenous are expressly reserved.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHECKING THE “AGREE” BOX YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, DO NOT USE THE SERVICE.

Last Updated: November 2016

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