Last updated: 1st August 2023
Acceptance of Terms
Please read carefully. These terms and conditions govern your use of the Services and form a binding contractual agreement between you (User) and the Lumiant Group (Lumiant) being Lumiant Pty Ltd ACN 610 279 135 and it's subsidiary Lumiant US Inc. By accessing the Lumiant Website (https://www.lumiant.io) and any related Services you accept the following terms and conditions, without limitation or qualification. Unless otherwise stated, the contents of the Website including, but not limited to, the text and images contained herein and their arrangement are the property of Lumiant. All trademarks used or referred to in this Website are the property of their respective owners. Nothing contained in the Website shall be construed as conferring by implication or otherwise, any license or right to any copyright, patent, trademark or other proprietary interest of Lumiant or any third party.
If you do not agree to these terms and conditions, do not use the Website. We can change these terms and conditions at any time without any notice to you. It is your responsibility to review these terms and conditions from time to time for any changes as it creates a binding legal agreement between you and Lumiant. If you use the Website after we have changed any of the Terms of Service, you are agreeing to all of the changes.
Application of General Terms
The General Terms apply to all Customers. Additional specific terms may also apply and these are set out after these General Terms.
Changes to Terms and Conditions
We reserve the right to change these Terms and Conditions at any time. Any subsequent access to, or use of, the Site by you will constitute an acceptance of those changes. We suggest you review these Terms and Conditions periodically to ensure you have read and understood the latest version.
Change of Functionality
We reserve the right to change the functionality of the Site at any time without prior written notification. We will endeavour to inform users by notices on the Site about the change before it comes into effect.
Business and Personal Details
You acknowledge and confirm that all information that you provide to us is correct, current and complete.
The Financial Professional and Support User fees and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the service. In some cases your payment date may change, for example if your Payment Method has not successfully settled.
We will directly charge your Payment Method if recorded on file. If no Payment Method is recorded we will email you an invoice for payment. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
For monthly terms, your Lumiant subscription will continue, and automatically renew until cancelled. Unless you request for cancellation prior to your billing date, you authorise Lumiant to automatically renew your subscription for another month.
To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial periods or unused modules. To cancel your service please advise us in writing to firstname.lastname@example.org or submit a request to cancel at https://lumiant.zendesk.com/hc/en-au/requests/new
“Authorised User” means an individual authorised by the Customer to use the Services where such use is to be solely in accordance with the terms and conditions hereof.
“Billable Household” is a household on the Service that contains a client where any feature other than Your Life, Goals and Tasks are used.
“Business Day” means:
- in connection with the giving of a notice, a day that is not a Saturday, Sunday, public holiday or bank holiday in the place where the notice is received; and
- for all other purposes, a day that is not a Saturday, Sunday, bank holiday or public holiday in Sydney in the state of New South Wales.
“Confidential Information” has the meaning given to it in the Privacy Act 1988 (Cth), Australia.
“Customer” includes all persons, firms or entities that are purchasers or end-users of services or products offered, provided, developed, designed, sold or leased by the Company during the relevant time periods, and all persons, firms or entities which control, or which are controlled by, the same person, firm or entity which controls such purchase.
- database in which such data or information is contained;
- documentation or records related to such data or information; or
- products resulting from the use or manipulation of such data or information.
“Client” is a user (each a client of the Customer) onboarded onto the Service by the Customer.
"Confidential Information"of a party means:
- all information of a confidential nature in connection with the Services which that party discloses (or which is disclosed on its behalf) to another party; and
- developments and improvements to that information,
in each case, regardless of the form that the information takes (including whether written or oral, an original or a copy), who created it, who discloses it, whether it is disclosed before, on or after the date of this Document and whether or not it is marked "Confidential".
Without limiting this definition, Confidential Information includes Financial Professional Data, Intellectual Property, customer, supplier or member lists, tools, prototypes, specifications, technical drawings or plans, the product of any research, data, software, databases, source codes, technology, artwork, systems, methodologies, know-how, manuals, business plans, operating procedures and all financial, accounting, marketing, personnel and technical information, used by the party in connection with or relating to the Services, but excludes any Excluded Information.
"Corporations Act" means the Corporations Act 2001 (Cth).
"Excluded Information" means any information which:
- is in, or subsequently comes into, the possession of the receiving party without violation of any obligation of confidentiality;
- is, at the time of disclosure, already known to the receiving party without restriction on disclosure;
- is, or which becomes (other than through a breach of this Document), available in the public domain or otherwise available to the public generally without requiring a significant expenditure of labour, skill or money;
- is independently developed by the receiving party without breach of this Document; or
- a party is required to disclose by law, by the rules of any securities exchange on which a party's securities are listed or traded, by any regulatory or governmental or other authority with relevant powers to which the party is subject or submits, whether or not such authority's requirement has the force of law, or by any court order.
"Fees" means the Subscription Fee and the Additional Fees.
“Feedback” means suggestions, feature requests, comments or other feedback regarding the Services including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Services.
"Financial Professional Data" means all data, content, and information (including any Personal Information) owned, held, used or created by or on behalf of the Financial Professional that is inputted into, or stored using, the Services.
"Force Majeure Event" means any of the following causes provided that they are outside the reasonable control of the affected party and could not have been prevented or avoided by that party taking all reasonable steps:
- act of God, earthquake, cyclone, fire, explosion, flood, landslide, pandemic, lightning, storm, tempest, drought or meteor;
- war (declared or undeclared), invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power;
- act of public enemy, sabotage, malicious damage, terrorism or civil unrest;
- confiscation, nationalisation, requisition, expropriation, prohibition, embargo, restraint or damage to property by or under the order of any government or government authority;
- industrial action not specific to a party; or
- power failure or telecommunications failure or hosting provider failure.
"GST" has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
“Household” is a record in the Service that contains either one or more clients that are serviced as an entity.
“Information Asset” means information and information technology, including software, hardware and data (both soft and hard copy).
“Information Security” means the preservation of an Information Asset’s confidentiality, integrity and availability.
"Insolvency Event" means any of these events:
- in relation to a natural person:
- the person dies or becomes mentally or physically incapable of managing their affairs or an order is applied for or made to place their assets and affairs under administration pursuant to any law relating to mental health;
- an order of bankruptcy or sequestration of the person’s estate is made; or
- a trustee in bankruptcy is appointed to the person’s estate or any agent (however described including, an administrator or controlling trustee) is appointed in respect of that person or any of their assets; and
- in relation to a corporation:
- an order is made that the corporation is to be wound up;
- a liquidator, provisional liquidator, administrator, controller, managing controller, receiver or receiver and manager is appointed in relation to the corporation or any of its assets, or any action is taken which is preparatory to the appointment of such person;
- the corporation executes a deed of company arrangement or enters into a compromise or arrangement with another person;
- the corporation resolves to wind itself up or otherwise dissolves itself, or gives notice of intention to do so; or
- the corporation becomes unable to pay its debts as and when they become due and payable or states that it is unable to do so, or is deemed unable to do so under the Corporations Act 2001 (Cth) or any other applicable law.
"Intellectual Property" means copyrights, trade and service marks, trade names, rights in logos and get-up, inventions, confidential information, trade secrets and know-how, registered designs, design rights, patents, utility models, semi-conductor topographies, all rights of whatsoever nature in computer software and data, all rights of privacy and all intangible rights and privileges of a nature similar or allied to any of the foregoing, in every case in any part of the world and whether or not registered; and including all granted registrations and all applications for registration in respect of any of the same.
“Materials” means all data, material, documents and information (whether or not Confidential Information) relating to the Services in whatever form such information may exist, including (but not limited to) manuals, reports, training and onboarding material, tutorials, mentorship content, educational videos and presentation tools.
"Misuse" means using the Services in breach of any of the terms of this Document and includes using the Services or the content derived from the Services to do any of the following things:
- reproducing, distributing, transmitting or retransmitting the content of the Services (including but not limited to the Materials) in any form including uploading, reposting and/or framing the content of the Services to any other site or location;
- impersonating another person or misrepresenting authorisation to act on behalf of others or Lumiant;
- incorrectly identifying or disguising the sender of any electronic transmission;
- impairing the functionality of the Underlying Systems or impair the ability of any other user to use the Services;
- to send unsolicited commercial electronic messages;
- to violate the privacy of others, to stalk, harass, bully or intimidate others, for any illegal purpose;
- to post, upload, share, submit, or otherwise provide any content that is Objectionable, encourages unlawful conduct, contains viruses, bots, worms, scripting exploits, or other similar materials, or could otherwise cause damage to Lumiant, any Third Party Provider or any third party; or
- in any manner that does not comply with all applicable laws of Australia, or of any other relevant jurisdiction.
"Objectionable" includes being objectionable, discriminatory, defamatory, obscene, indecent, pornographic, harassing, threatening, hateful, harmful, deceptive, fraudulent, or unlawful in any way.
"Personal Information" has the meaning given in the Privacy Act 1988 (Cth).
"Privacy Act" means the Privacy Act 1988 (Cth) and any other applicable privacy law.
"SaaS Service" means the software as a service offering as set out in Item 4 of the Key Terms.
“Services” means Lumiant’s proprietary software-as-a-service solution(s) and all offerings and products planned, researched, developed, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by Lumiant.
"Subscription Fee" means the fee as set out on our website, as updated from time to time.
“Third Party Provider” means a third party approved that is either contracted or licensed by Lumiant:
- to receive and use the Customer Data;
- to assist Lumiant in fulfilling its obligations under the terms of this Document; or
- otherwise provides services to the Adviser or Lumiant in connection with the Services.
“Underlying Systems” means the software, information technology solutions, systems and networks (including software and hardware) used to provide the Services and host the Website, including any third party solutions, systems and networks.
“Usage Data” means statistical data, analytics, trends and usage information derived from use by the Customer and their Clients.
“Website” means the internet site available at https://www.lumiant.io/ or such other site(s) as may be notified to the Practice by Lumiant from time to time.
The package of modules included with your SaaS Service.
Your package will include the below modules.
^ And any further inclusions per your Enterprise Agreement
Over time Lumiant may release more features and modules that may be added to your Lumiant Package within the agreed Subscription Fee.
- Lumiant will use reasonable efforts to provide the Services to the Financial Professional in accordance with and subject to this Document.
- Lumiant’s provision of the Services to the Financial Professional is non-exclusive. Nothing in this Document prevents Lumiant from providing the Services to any other person.
- Lumiant only agrees to provide the Services to the Financial Professional, and not to any Related Body Corporate of the Financial Professional or any other party. Where any party other than the Financial Professional wishes to benefit from the Services, that party must enter into a separate agreement with Lumiant.
- Lumiant will use reasonable efforts to ensure the Services are available on a 24/7 basis. However, it is possible that on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of a Force Majeure Event. Lumiant will use reasonable endeavours to publish on the Website and/or notify the Financial Professional by email advance details of any unavailability.
- The Services interoperate with a range of third party service features through the use of internet services and application programming interfaces (APIs). Lumiant does not make any warranty or representation as to the availability of those features. Without limiting the foregoing, if a Third Party Provider ceases to provide a feature or ceases to make a feature available on reasonable terms, Lumiant may cease to make available that feature to the Financial Professional. For the avoidance of doubt, if Lumiant exercises its right to cease to make available a third party feature, the Financial Professional is not entitled to any refund, discount or other compensation.
Additional Services and Variation of Services
- Lumiant may recommend, or the Financial Professional may request, from time to time:
- the Additional Services; or
- variations to any part of the Services,
- Lumiant may recommend, or the Financial Professional may request, from time to time:
on the terms of this Document.
- Any such request by the Financial Professional must be made in writing. Lumiant will not be obliged to accept any changes to the Services.
Account, Passwords & Security
Customers and Clients may need to set up an account in order to use some of the features of the Website and related Services. In regard to the account, Customers and Clients:
- may not use a third party's account without permission;
- must give us accurate and complete information when setting up their account. This means that they cannot set up an account using a name or contact information that does not apply to them;
- have complete responsibility for their account and everything that happens on the account. They need to be careful with and keep their password private. If they find out that someone is using their account without their permission, they must let us know immediately.
- may not transfer their account to someone else. We are not liable for any damages or losses caused by someone using their account without their permission. However, if we (or anyone else) suffer any damage due to the unauthorised use of their account, they may be liable.
Customer will not (and will not permit any Third Party Provider to):
- rent, lease, provide access to or sublicense the Services to a third party;
- use the Services to provide, or incorporate the Services into, any product or service provided to a third party;
- reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Lumiant);
- copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing;
- remove or obscure any proprietary or other notices contained in the Services (including any reports or data printed from the Services); or
- publicly disseminate information regarding the performance of the Services.
Customer will retain all right, title and interest (including any and all intellectual property rights) that Customer may have in and to the Customer Data as submitted to or accessed through the Services. Subject to these terms and conditions, Customer hereby grants to Lumiant a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of and display the Customer Data solely to the extent necessary to provide the Services to Customer.
Customer Data will be retained subject to Lumiant’s data retention policies and confidentiality obligations under these terms and conditions. The Services do not provide a solution for storage of Customer Data or backups. Customer agrees that Customer Data shall include only copies of Customer’s data, and not any data that Customer needs for backup or archival purpose.
Customer will ensure that Customer’s use of each Service and all Customer Data is at all times compliant with Customer’s privacy policies and all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Lumiant that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in these terms and conditions, and that no Customer Data will violate or infringe:
- any third party intellectual property, publicity, privacy or other rights; or
- any Laws.
- The Financial Professional and its personnel must:
- use the Services in accordance with this Document solely for the Financial Professional’s own internal business and lawful purposes; and
- not resell or make available the Services to any third party, or otherwise commercially exploit the Services.
- When accessing the Services, the Financial Professional and its personnel must not Misuse the Services in any way.
- The Financial Professional and its personnel must:
The Financial Professional is responsible for procuring all licences, authorisations and consents required for it and its personnel to use the Services, including to use, store and input Financial Professional Data into, and process and distribute Financial Professional Data through, the Services.
Third Party Providers
The Financial Professional agrees to be bound by the terms and conditions of any Third Party Provider in connection with any services provided by such Third Party Provider to the Financial Professional in connection with the Services.
Lumiant will comply with all applicable Data Protection laws including the Privacy Act 1988 (Cth) Australia and all applicable laws as may be in force from time to time which regulate the collection, storage, use and disclosure of Customer Data, as if it were regulated by these laws, and process all Customer Data in compliance with these laws.
Customer agrees that Lumiant or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services, all Materials, the Website and any and all related and Underlying Systems and and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback. Except as expressly set forth in these terms and conditions, no rights in any Lumiant Services are granted to the Customer.
Our trademarks should not be used without our express written permission. Third party trademarks are hereby acknowledged.
The Customer, from time to time, may submit comments, questions, suggestions or other feedback relating to any Lumiant product or service to Lumiant (“Feedback”). Lumiant may freely use or exploit Feedback in connection with any of its products or services without the need to pay compensation for any use of such Feedback.
Notwithstanding anything to the contrary herein, Customer agrees that Lumiant may obtain technical data about Customer’s and their Client’s use of the Services that is non-personally identifiable with respect to Customer Data, and Lumiant may use the Usage Data to analyse, improve, market, support and operate the Services and otherwise for any business purpose. For clarity, this does not give Lumiant the right to identify the Customer or Client as the source of any Usage Data.
The Website and the content provided in the Website, including, but not limited to, graphic images, audio, video, html code, buttons, and text, may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, without the prior written consent of Lumiant, except that the Customer and Clients may download, display, and print copies of the materials including their Customer Data, provided that they keep intact all copyright, trademark, and other proprietary notices.
Links to Third Parties
The Customer acknowledges that the Website and/or Services may link to third party websites or feeds that are connected or relevant to the Website and/or Services. Any link from the Website and/or Services does not imply any endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators. To the maximum extent permitted by law, Lumiant excludes all responsibility or liability for those websites or feeds.
The Website and its contents are provided “as is” and Lumiant makes no representation or warranty of any kind with respect to the Website or any site or service accessible through the Website. Lumiant expressly disclaims all express and implied warranties including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In no event will Lumiant be liable to any party for any direct, indirect, incidental, special, exemplary, consequential, or other damages (including, but not limited to, lost profits, business interruption, loss of programs or data) without regard to the form of action and whether in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with the Website, any content on or accessed through the Website or any site service linked to, or any copying, displaying, or use thereof.
To the extent permitted by law, Lumiant is not responsible for any delays, delivery failures, or any other loss or damage resulting from:
- the transfer of data over public communications networks and facilities, including the internet; or
- any delay or delivery failure on the part of any other service provider not contracted by us, and the Customer acknowledges that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
The Customer acknowledges that Lumiant cannot guarantee the absolute prevention of cyber-attacks such as hacking, spyware, and viruses. Accordingly, Lumiant shall not be liable for any unauthorized disclosure, loss or destruction of Customer Data arising from such risks as long as such risk cannot be attributed to negligence or failure on Lumiant’s part.
Termination and Suspension
We may terminate or suspend the Website or any part of the Website, terminate or suspend the Customer’s use of the Website, block any IP address, or remove any of Customer Data at any time without cause without any liability to the Customer.
Further, we may terminate or suspend permission to use the Website immediately and without notice upon any violation of these terms and conditions, Customer’s failure to pay any fees when due, upon the request of law enforcement or government agencies, for unexpected technical issues or problems or for engagement by Customer or Client in fraudulent or illegal activities. If we terminate the access to the Website for any of these reasons or otherwise for cause, we will not refund any fees the Customer may have paid to date, whether for access to the Website or for Software (if applicable).
Upon any termination we may delete the affected Customer or Client’s account, passwords and Customer Data, and we may bar them from further use of the Website. Customers understand that we may also continue to make their Customer Data available on the Website even if their use of the Website is terminated or suspended. Customers agree that we will have no liability to them or any third party for termination of their account or access to the Website.
Customer will indemnify, defend and hold harmless Lumiant from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to:
- any Customer Data or acts or omissions of Customer that constitute a breach or alleged breach by Customer of the items listed in the Customer Obligations section above; or
- any service or product offered by Customer in connection with or related to the Services.
This indemnification obligation is subject to Customer receiving:
- prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice);
- the exclusive right to control and direct the investigation, defense, or settlement of such claim; and
- all necessary cooperation of Lumiant at Customer’s expense.
Notwithstanding the foregoing sentence, Lumiant may participate in the defense of any claim by counsel of its own choosing, at its cost and expense and Customer will not settle any claim without Lumiant’s prior written consent, unless the settlement fully and unconditionally releases Lumiant and does not require Lumiant to pay any amount, take any action, or admit any liability.
HALO Terms of Service
NOT MEDICAL ADVICE
HALO by Lumiant (thereafter HALO) does not offer medical or financial advice. Any content accessed through HALO is for informational purposes only, and is not intended to cover all possible uses, directions, precautions, drug interactions, or adverse effects. This content should not be used for the diagnosis or treatment of any medical condition. Please consult your doctor or other qualified healthcare provider if you have any questions about a medical condition, or before taking any drug, changing your diet or commencing or discontinuing any course of treatment. Do not ignore or delay obtaining professional medical advice because of information accessed throughLumiant. Call your local emergency services or your doctor for all medical emergencies.
YOUR ACCOUNT AND USE OF HALO
You must provide accurate and complete registration information any time you register to use HALO. You are responsible for the security of your passwords and for any use of your account. You must immediately notify HALO of any unauthorized use of your password or account by sending an email email@example.com Your use of HALO and any content accessed through HALO must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. You must be at least 18 years old to use HALO. You may not access HALO other than by the interfaces provided by HALO or interfere with or disrupt the proper operation of HALO.
USE OF YOUR INFORMATION
CONTENT AND SERVICES ACCESSED THROUGH Lumiant
HALO may include content that you find offensive, including health-related content that is sexually explicit. HALO may make third-party services available through HALO. In order to use a specific service, you may choose to allow the third-party service provider to retrieve, provide, and/or modify health and other information in your account or otherwise share your information with the service provider. Once you enable a specific third-party service provider to access your account, the service provider may continue to access your account until you affirmatively disable access. Third-party service providers include both health care providers and other entities. It is your sole responsibility to review and approve each such third-party service before sharing your information through or otherwise accessing it. HALO may screen, modify, refuse, or remove certain content or third-party services, but is not responsible for and does not endorse any third-party content or services. HALO further does not endorse any third-party service providers, other health care providers, products, services, opinions, or web sites accessed through HALO. USE OF THESE SERVICES AND RELIANCE ON THIS CONTENT IS SOLELY AT YOUR OWN RISK. Lumiant MAY NOT BE HELD LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT. Providers of these third-party services and/or content are Lumiant “Licensors”.
HALO PROPRIETARY RIGHTS
HALO and its Licensors own all proprietary rights to HALO. HALO gives you a personal, revocable, non-assignable, and non-exclusive license to use HALO.
MODIFICATION AND TERMINATION OF HALO
HALO may place limits on, modify, suspend or terminate HALO generally, and may suspend or terminate your use of HALO if you fail to comply with this agreement. This suspension or termination may delete your information, files, and other previously available content.
CHANGES TO THIS AGREEMENT
HALO may change this agreement and will post the modified agreement on its website https://www.genivity.com/ If you do not agree to the modified agreement, you should stop using HALO. Your continued use of HALO after the date the modified agreement is posted will constitute your acceptance of the modified agreement.
You will defend or settle any third-party claim against HALO, any third party HALO feature providers, or any of HALO’ other licensors arising out of or related to your use of HALO.
EXCLUSION OF WARRANTIES
NEITHER HALO NOR ANY OF HALO’S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEITHER HALO NOR ANY OF HALO’ LICENSORS MAKE ANY WARRANTY THAT THE CONTENT IN HALO SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS. CONTENT IN HALO IS DEVELOPED FOR USE IN THE UNITED STATES, AND NEITHER HALO NOR ANY OF HALO’S LICENSORS MAKE ANY REPRESENTATION CONCERNING THE CONTENT WHEN USED IN ANY OTHER COUNTRY.
LIMITATION OF LIABILITY
NEITHER YOU NOR HALO OR ANY OF ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY KNOWS OR SHOULD KNOW THAT OTHER DAMAGES ARE POSSIBLE OR THAT DIRECT DAMAGES ARE NOT A SATISFACTORY REMEDY. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION. NEITHER YOU NOR HALO OR ANY OF ITS LICENSORS MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN $1,000. The limitations of liability in this Section do not apply to breaches of intellectual property provisions or indemnification obligations.
GENERAL LEGAL TERMS
If you have not signed a separate written agreement with HALO, this agreement is the entire agreement between you and HALO related to Lumiant Software, replacing any prior agreements. If there is any conflict between this agreement and a signed written agreement between you and HALO related to HALO Software, the signed written agreement will control. HALO Licensors may be third party beneficiaries to this agreement. There are no other third party beneficiaries to this agreement. The parties are independent contractors, and nothing in this agreement creates an agency, partnership, or joint venture. If HALO provides you with a translation of the English language version of this agreement, the English language version of this agreement will control if there is any conflict. Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.