Terms and Conditions

1. Definitions. Capitalized terms will have the meanings set forth in this section, or in the section where they are first used.
   1. “Advisor Information” means any content, data, information, and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Advisor or its Authorized Users through the Services, including, without limitation, any Client Information, but excluding, for clarity, Aggregate Data.
   2. “Agreement” means these terms and conditions.
   3. “Aggregate Data” means any data that is derived or aggregated in deidentified form from (i) any Advisor Information; (ii) any Client Information, or (iii) Advisor and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services.
   4. “Authorized User” means each of Advisor’s employees and independent contractors, as well as Clients and third parties who are authorized to access the Luminary Solution pursuant to Advisor’s rights under this Agreement.
   5. “Client” means a client of Advisor receiving wealth advisory services from Advisor.
   6. “Client Information” means any information about any Client, including, without limitation, any personally identifiable information and financial information of Client.
   7. "Display Devices" shall mean the display device of an Authorized User used to access, display, and use the Service.
   8. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials, in any form or medium, as provided by Luminary to Advisor in relation to the Services, as updated from time to time upon notice to Advisor.
   9. "Effective Date” means the date of the Order Form.
   10. “Fees” has the meaning given to the term in Section 3.1.
   11. “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.
   12. “Luminary IP” means (i) the Luminary Solution, (ii) the underlying software, algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide access to the Luminary Solution and deliver the Services and any Professional Services, (iii) the Documentation, (iv) the Aggregate Data, (v) any and all improvements, modifications or enhancements to, or derivative works of, the foregoing, and (vi) all Intellectual Property Rights in and to any of the foregoing.
   13. “Licensed Material” means results, reports, materials and documentation made available to Advisor as part of the Services.
   14. Licensed Volume” means the limits, volume or other measurement or conditions of permitted use for the applicable Service as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to use the Services based on Advisor’s subscription tier.
   15. “Luminary Solution” means the Luminary software-as-a-service platform, which uses technology to enable wealth advisors to more efficiently develop and deliver complex trust and estate strategies, including the digitization of certain gift and giving techniques, together with the Documentation.
   16. “Order Form” means a mutually executed order form or other mutually agreed upon ordering document that references this Agreement and sets forth the applicable Services to be provided by Luminary.
   17. “Professional Services” means the implementation, training and other professional services, if any, to be provided by Luminary to Advisor as set forth in the relevant Order Form.
   18. “Services” means any services provided by Luminary to Advisor under this Agreement, including, but not limited to, provision of the Luminary Solution and the Professional Services, as set forth in the applicable Order Forms
   19. “Term” has the meaning given to the term in Section 10.1.
2. Provision of Services & RIGHTS.
   1. Delivery and Acceptance; Access. The Luminary Solution will be deemed accepted upon the execution of the Order Form. Any updates, bug fixes, or upgrades ("Corrections") to the Service will be deemed accepted by Advisor on the day such Corrections are first made available to Advisor or accessed by Advisor, whichever is earlier. Subject to Advisor’s payment of the Fees (as defined below), Luminary will provide Advisor with access to the Luminary Solution as indicated on the Order Form. On or as soon as reasonably practicable after the Effective Date, Luminary will provide to Advisor the necessary passwords, security protocols and policies and network links or connections and other access protocols to allow Advisor and its Authorized Users to access the Luminary Solution. Advisor will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Luminary Solution, and notify Luminary promptly of any such unauthorized use known to Advisor.
   2. License Grant. Subject to the terms and conditions of this Agreement, Luminary grants to Advisor a non-exclusive, non-transferable (except pursuant to Section 11.6), non-sublicensable license during the Term (as defined below), solely for Advisor’s own business purposes (including the offering of services to its Client) to remotely access, display, and use on Subscriber’s Display Devices within the United States, the Luminary Solution, and to permit Authorized Users to access and use the Luminary Solution, subject to and in accordance with this Agreement, the Documentation, as well as any other terms or restrictions in any applicable Order Form. The license granted to Advisor hereunder is solely for Advisor's internal business purposes and is limited to the access, display, and use of the Service by only an Authorized User. Each Authorized User may access, display, and use the Service on only one Display Device at a time. Advisor shall have no right pursuant to this Agreement to access, use, display, or distribute the Service, in whole or in part, beyond the number of Authorized Users identified on the applicable Order Form. Advisor may add additional Authorized Users by either executing a new Order Form or amending an existing Order Form.
   3. Restrictions. Advisor will not, and will not permit any Authorized User or other party to:
      1. copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Luminary Solution.
      2. allow any third party to access the Luminary Solution, or sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Luminary Solution except as expressly allowed herein;
      3. reverse engineer, decompile, disassemble, decode, decrypt, or otherwise derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Luminary Solution, attempt to do any of the foregoing, or assist any third party to do any of the foregoing;
      4. modify, translate, adapt, alter, copy or make derivative works based on the Luminary Solution or any part thereof;
      5. access or use the Luminary Solution, the Services, or any Luminary Confidential Information to build a product, service or technology that could, directly or indirectly, compete with the Services or for benchmarking or competitive analysis with respect to competitive products or services;
      6. attempt to access the Luminary Solution through any unapproved interface;
      7. use the Services, Documentation or Licensed Material in any manner that exceeds the scope of use permitted under this Agreement or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third parties, or that violates any applicable law;
      8. interfere with or disrupt the integrity or performance of the Services, or any data or content contained therein or transmitted thereby;
      9. harvest, collect, gather, or assemble information or data regarding other subscribers;
      10. transmit through or post on the Service unlawful, immoral, libelous, tortious, infringing, defamatory, threatening, vulgar, or obscene material;
      11. transmit material containing software viruses or other harmful or deleterious computer codes, files, scripts, agents, or programs;
      12. attempt to gain unauthorized access to the Services, computer systems, or networks related to the Services; or
      13. Harass or interfere with another subscriber or end-user's use and enjoyment of the Services.
   4. Reservation of Rights. Advisor acknowledges that in providing the Services, Luminary utilizes: (a) the name, logo, and domain name of the product names associated with the Services and other trademarks; (b) certain audio and visual information, documents, software, and other works of authorship; and (c) other technology, hardware, products, processes, algorithms, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, and other tangible or intangible technical material or information (collectively "Luminary Technology") and that the Luminary Technology is covered by the Luminary IP and Intellectual Property Rights. The Luminary IP is the exclusive property of Luminary and its suppliers. All rights not expressly granted to Advisor in this Agreement are reserved by Luminary and its suppliers.
   5. Third-Party Services. Certain features and functionalities within the Services may allow Advisor 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”) through the Services. Luminary 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. Advisor is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Advisor to use the Third-Party Services in connection with the Services.
   6. Feedback. Luminary will have the right to use, act upon, incorporate, adapt and freely exploit any comments, suggestions, enhancement requests, recommendations, ideas, feedback, or other information provided by Advisor, its Authorized Users, or any third party acting on Advisor’s behalf (“Feedback”) in connection with Luminary’s business purposes including, without limitation, the testing, development, maintenance and improvement of the Services without any restriction or obligation of remuneration, fee, royalty, expense, or any other compensation of any kind. Luminary will hereby own all rights, title, and interest in any Feedback. Luminary will not identify Advisor or its Authorized Users, as the case may be, as the source of any such Feedback.
   7. Policies. Advisor may not use the Luminary Solution or related software in a manner that violates the then-current Terms of Service, Privacy Policy, or Data Policy of Luminary, which are available at https://www.withluminary.com/terms. Luminary reserves the right to modify the Terms of Service, Privacy Policy, and Data Policy(ies) in its reasonable discretion from time to time by posting such updated Terms of Service, Privacy Policy, and Data Policy(ies) on its website at the provided URL (which may be updated from time to time by Luminary).
3. Fees; payments.
   1. Fees. In consideration for the Services performed by Luminary and the licenses granted under this Agreement, Advisor will pay the non-refundable fees set forth in the relevant Order Form in accordance with the terms therein (“Fees”). Except as otherwise provided in the Order Form, all Fees are billed immediately and due and payable within thirty (30) days of the date of the invoice. Luminary reserves the right to modify the Fees payable hereunder at the end of each Term upon written notice to Advisor at least sixty (60) days prior to the end of such Term. Luminary reserves the right (in addition to any other rights or remedies Luminary may have) to discontinue the Luminary Solution and suspend all Authorized Users’ and Advisor’s access to the Services if any Fees are more than thirty (30) days overdue until the amounts due are paid in full. Advisor will maintain complete, accurate and up-to-date Advisor billing and contact information at all times.
   2. Taxes. Advisor is responsible for, and will promptly pay or reimburse Luminary for, all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority (including any interest and penalty imposed thereon as a result of any act or omission of Luminary that is in accordance with the director or request of Advisor) on any amount payable by Advisor to Luminary hereunder, other than any taxes imposed on Luminary’s income. Without limiting the foregoing, in the event that Advisor is required to deduct or withhold any taxes from the amounts payable to Luminary hereunder, Advisor will pay an additional amount, so that Luminary receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
   3. Interest. Any amounts not paid when due will bear interest at the rate of one- and one-half percent (1.5%) per month, or the maximum legal rate if less, from the due date until paid.
   4. Mergers and Acquisitions. For the purpose of calculating the Fees, it is not the parties' intention that the Fees charged under this Agreement will include Display Devices, Authorized Users, and/or Services added through a merger or acquisition. Accordingly, in the event of any merger or acquisition that would result in Advisor's ownership or control of Display Devices formerly owned or controlled by another entity, or additional Authorized Users and/or Services being acquired, such additional Display Devices, Authorized Users, and/or Services will not be covered by the Fees charged under this Agreement. Advisor agrees that such Display Devices, Authorized Users, and Services shall be subject to additional fees, based upon the then-current listed price for the additional Display Devices, Authorized Users, and/or Services resulting from the acquisition or merger. For the avoidance of doubt a merger and/or acquisition shall not entitle Advisor to terminate this Agreement other than in accordance with the terms herein.
4. Advisor Information.
   1. License; Ownership. Advisor is solely responsible for the accuracy, quality, legality, integrity, reliability, and appropriateness of all Advisor Information. Advisor will obtain all third-party consents and permissions needed for Luminary to use the Advisor Information to provide the Services. Without limiting the foregoing, Advisor will be solely responsible for obtaining from third parties all necessary rights for Luminary to use the Advisor Information submitted by or on behalf of Clients for the purposes set forth in this Agreement. Advisor grants Luminary a non-exclusive, worldwide, royalty-free and fully paid license (a) during the Term, to: (i) use, copy, store, modify, and display the Advisor Information as necessary for purposes of providing and improving the Services in accordance with this Agreement and (ii) to use the Advisor trademarks, service marks, and logos as required to provide the Service in accordance with this Agreement; and (b) during and after the Term, to use any Aggregated Data to: (i) improve the Services and Luminary’s related products and services; (ii) provide analytics and benchmarking services; and (iii) generate and disclose statistics regarding use of the Services. As between Luminary and Advisor, the Advisor Information is the exclusive property of Advisor. All rights in and to the Advisor Information not expressly granted to Luminary in this Agreement are reserved by Advisor.
   2. Advisor Warranty. Advisor represents and warrants that any Advisor Information (i) will not violate the rights of a third party; (ii) will not violate applicable laws or regulations, including without any limitation any data privacy or protection laws or regulations. Advisor further represents and warrants that Advisor will not represent to any third party, including any Client, that Luminary is providing investment advice through its provision of Services of otherwise.
   3. Advisor Responsibility for Data and Security. Advisor and its Authorized Users will have access to the Advisor Information and will be responsible for all changes to and/or deletions of Advisor Information and the security of all passwords and other access protocols required in order the access the Luminary Solution. Advisor will have the ability to export Advisor Information out of the Luminary Solution and to make its own back-ups of the Advisor Information, and Luminary shall have no responsibility in connection with any of the foregoing.
5. Warranties and Disclaimers.
   1. Limited Warranty.
      1. Each party represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.
      2. Luminary represents and warrants that it will provide the Services and perform its other obligations under this Agreement in a professional and workmanlike manner substantially consistent with general industry standards. Luminary further warrants to Advisor that the Luminary Solution will operate materially in accordance with any documentation provided by Luminary during the Term, provided that such warranty will not apply to failures to conform to such documentation to the extent such failures arise, in whole or in part, from (a) any use of the Luminary Solution not in accordance with this Agreement or as specified in the related documentation; (b) any use of the Luminary Solution in combination with other products, equipment, software or data not supplied by Luminary; or (c) any modification of the Luminary Solution by any person other than Luminary or its authorized agents.
   2. Disclaimer.
      1. THE LIMITED WARRANTY SET FORTH IN SECTION 5.1 (LIMITED WARRANTY) IS MADE FOR THE BENEFIT OF ADVISOR ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 5 (WARRANTIES AND DISCLAIMERS), AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, LUMINARY SOLUTION AND LICENSED MATERIAL ARE PROVIDED “AS IS,” AND LUMINARY MAKES NO, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, SYSTEM INTEGRATION, DATA ACCURACY, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES, ITS CONTENT, ANY INFORMATION STORED THEREIN OR OBTAINED THEREBY. LUMINARY DOES NOT WARRANT THAT ANY OR ALL ERRORS WITH RESPECT TO THE SERVICES CAN BE CORRECTED, OR THAT OPERATION OF THE LUMINARY SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE.
      2. ADVISOR IS RESPONSIBLE FOR USING ITS INDEPENDENT JUDGMENT AND EXPERTISE IN PROVIDING ITS ADVICE TO CLIENTS, AND INVOLVING APPROPRIATE TAX, ACCOUNTING AND LEGAL PROFESSIONALS IN CONNECTION THEREWITH. THE SERVICES DO NOT PURPORT TO OFFER ACCOUNTING, TAX, INVESTMENT ADVICE, OR LEGAL ADVICE, AND ADVISOR IS SOLELY RESPONSIBLE FOR ANY ADVICE THAT IT MAY OFFER ITS CLIENT, AND THE ULTIMATE PROPER AND TIMELY IMPLEMENTATION AND MANAGEMENT OF ANY ESTATE PLANNING STRUCTURES THAT ADVISOR MAY OFFER.
6. Limitation of Liability
   1. Types of Damages. EXCEPT FOR: (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) THE BREACH BY ADVISOR OF ITS PAYMENT OBLIGATIONS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY SUCH DAMAGES.THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
   2. Amount of Damages. IN NO EVENT WILL LUMINARY’S MAXIMUM AGGREGATE LIABILITY TO ADVISOR OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT, THE LUMINARY IP OR THE PROVISION OF THE SERVICES OR PROFESSIONAL SERVICES EXCEED THE FEES PAID BY ADVISOR TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH THE CLAIM OR LIABILITY IS BASED, AND WHETHER OR NOT LUMINARY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF SECTION 6.1 OR THIS SECTION 6.2 TO BE UNENFORCEABLE, THEN LUMINARY’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
   3. Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 6 (LIMITATION OF LIABILITY) WILL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
7. Confidentiality. The parties agree to keep secret and confidential, and not to use for the benefit of or disclose to any third-party, except as directly required to perform their obligations under this Agreement, any of the other Party’s Confidential Information (as defined below).The parties represent and agree that they have kept secret and confidential and have not used for the benefit of or disclosed to any third party, except as directly required to perform their obligations under this Agreement, any Confidential Information.
   1. Confidential Information. The parties acknowledge and confirm that certain data and other information (whether in human or machine-readable form) that comes into each other’s possession or knowledge (whether before or after the date of this Agreement) and which was obtained from the other party or obtained for or on behalf of the other party, shall be “Confidential Information”. This Confidential Information includes, but is not limited to: (i) lists or other identification of clients or prospective clients (and key individuals employed or engaged by such parties) and any information concerning same; (ii) lists or other identification of sources or prospective sources ofproducts or components thereof (and key individuals employed or engaged by such sources); (iii) all compilations of information, ideas, trade secrets, inventions, know-how, correspondence, designs, drawings, files, formulae, lists, machines, maps, methods, models, notes or other writings, plans, records, regulatory compliance procedures, reports, schematics, specialized or technical data, source code, object code, documentation, and software used in connection with the development, assembly, marketing and sale of the other party’s business; (iv) financial, sales, marketing or organizational data relating to the other party or to the industry or other areas pertaining to the other party’s activities and contemplated activities (including, without limitation, manufacturing, transportation, distribution and sales costs and non-public pricing information); (v) equipment, materials, procedures, processes and techniques used in, or related to, the development, manufacture, assembly, fabrication or other production and quality control of the other party’s business; (vi) the other party’s relations with its clients, prospective clients, customers, prospective customers, suppliers and prospective suppliers and the nature and type of products or services rendered to such clients or customers (or proposed to be rendered to prospective clients or customers); (vii) the other party’s relations with its employees and independent contractors (including, without limitation, salaries, job classifications and skill levels); and (viii) any other information treated by the other party as confidential, secret and/or proprietary (including, without limitation, information provided by clients or customers). For the avoidance of doubt, the Services, and all enhancements and improvements thereto, are Confidential Information of Luminary. Notwithstanding the foregoing, “Confidential Information” shall not include information which: (i) is or becomes publicly available other than as a result of a disclosure by a Party in violation of this Agreement, (ii) is or becomes available to a Party on a non-confidential basis from a third party who is not prohibited from disclosing such information to the Party by a legal, contractual or fiduciary obligation, or (iii) is independently developed by a Party without reference to the Confidential Information.
   2. Compelled Disclosure of Confidential Information. In the event that a Party (“Disclosing Party”) is requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, or other similar process) to disclose any of the Confidential Information of the other party, the Disclosing Party will promptly provide the other party with written notice of any such request or requirement so that the other party may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement.If, in the absence of a protective order or other remedy or the receipt of a waiver by the other party, the Disclosing Party is nonetheless, in the opinion of Disclosing Party’s legal counsel, legally compelled to disclose Confidential Information, the Disclosing Party, without liability hereunder, may disclose only that portion of the Confidential Information that such counsel advises that Disclosing Party is legally required to disclose, provided that the Disclosing Party exercises commercially reasonable efforts to preserve the confidentiality of the Confidential Information, including cooperating with the other party in its efforts to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.
   3. Reproduction of Confidential Information. the parties will not copy, reproduce or otherwise duplicate, record, abstract, summarize or otherwise use any papers, records, reports, studies, computer printouts, equipment, tools or other property owned by the other party except as expressly permitted by the other party in writing, required for the proper performance of the Services, or as otherwise expressly provided in this Agreement.
   4. Return of Records. The parties agree that all files, letters, memoranda, reports, records, data, disks, electronic storage media, sketches, drawings, notebooks, program listings, or other written, photographic, electronic or tangible material containing the other Party’s Confidential Information (collectively, “Records”) that shall come into a party’s custody or possession during or as a consequence of the parties entering into this Agreement, shall be and are the exclusive property of the other party. All Confidential Information including, without limiting Records shall be to be used only in the performance of the Services. All such Records or copies thereof shall be promptly delivered to the other party (i) upon any written request by the other party, and (ii) in any event, upon the termination of this Agreement. After any such delivery, neither party shall retain any such Records or copies thereof or any other tangible property of the other party.
   5. Customers and Suppliers. The parties agree that their obligation not to disclose or to use Confidential Information and Records and to return Records, also extends to such types of confidential information, records and other tangible and intangible property of the other party’s customers, clients, suppliers, service providers, stockholders, or other third parties (including, without limitation, any subsidiaries and affiliates.
8. SUPPORT. Luminary will provide reasonable technical support to Advisor by email in connection with its use of the Services on weekdays during the hours of 9:00 a.m. to 5:00 p.m. Eastern Time, with the exception of U.S. federal holidays (“Support Hours”), subject to the following conditions: (i) prior to initiating any support request, Advisor (and its own personnel responsible for information technology support) will have first attempted to resolve the issue generating the need for such support; and (ii) Advisor will reasonably cooperate with Luminary support staff as needed to resolve the issue. In furtherance of the foregoing, Luminary may access Advisor’s and its Authorized Users accounts, including, without limitation, Advisor Information, to the extent necessary to respond to service or technical problems. Advisor may initiate a helpdesk ticket during Support Hours by emailing support@withluminary.com.
9. Indemnification.
   1. By Luminary. Luminary will defend at its expense any claim, suit or proceeding brought by a third party (“Claims”) alleging that the Luminary Solution infringes such third Intellectual Property Rights and will pay any reasonable settlement Luminary makes or approves, or any damages finally awarded against Advisor. If any portion of the Luminary Solution becomes, or in Luminary’s opinion is likely to become, the subject of a Claim of infringement, Luminary may, at Luminary’s option: (a) procure for Advisor the right to continue using the Luminary Solution; (b) replace the Luminary Solution with non-infringing software or services which do not materially impair the functionality of the Luminary Solution; (c) modify the Luminary Solution so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Advisor will immediately cease all use of the Luminary Solution. Notwithstanding the foregoing, Luminary will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Luminary Solution not in accordance with this Agreement; (ii) any use of the Luminary Solution in combination with other products, equipment, software or data not supplied by Luminary; or (iii) any modification of the Luminary Solution by any person other than Luminary or its authorized agents (collectively, the “Exclusions” and each, an “Exclusion”). This section states the sole and exclusive remedy of Advisor and the entire liability of Luminary, or any of the officers, directors, employees, shareholders, contractors or representatives of the foregoing, for infringement claims and actions.
   2. By Advisor. Advisor will defend Luminary against Claims arising from(a) Advisor’s breach or alleged breach of Section 4.2 (Advisor Warranty), (b) any Claim that the Advisor Information infringes, misappropriates or otherwise violates any third party’s Intellectual Property Rights, right of privacy or other rights; (c) any Claim that the use, provision, transmission, display or storage of the Advisor Information violates any applicable law, rule or regulation; (d) any of Advisor’s products or services; (e) use of the Services by Advisor or its Authorized Users in a manner that is not in accordance with this Agreement or the Documentation, including, without limitation, any breach of the license restrictions in Section 2.3, and in each case, will indemnify and hold harmless Luminary against any damages and costs awarded against Luminary or agreed in settlement by Advisor (including reasonable attorneys’ fees) resulting from such Claim.
   3. Procedure. The indemnifying party’s obligations as set forth aboveare expressly conditioned upon each of the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit, (provided that the indemnifying party may not settle any Claim without the indemnified party’s prior written approval, unless the settlement is for a monetary amount, unconditionally releases the indemnified party from all liability without prejudice, does not require any admission by the indemnified party, and does not place restrictions upon the indemnified party’s business, products or services); and (c) the indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. The indemnified party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the indemnifying party refuses to fulfill its obligation of defense, the indemnified party may defend itself and seek reimbursement from the Indemnifying Party.
10. Term And Termination.
    1. Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and continue in full force and effect for one (1) year, unless earlier terminated in accordance with the Agreement. Thereafter, unless otherwise provided in the Order Form, the Order Form will automatically renew for additional terms of one (1) year unless either party gives written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current term.
    2. Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.
    3. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party will comply with the obligations to return all Confidential Information of the other party, as set forth in Section 7 (Confidentiality);and (c) any amounts owed to Luminary under this Agreement will become immediately due and payable. Sections 1 (Definitions), 2.3 (Restrictions), 2.4 (Reservation of Rights), 2.6 (Feedback), 3 (Fees; Payments), 4.2 (Advisor Warranty), 5.2 (Disclaimer), 6 (Limitation of Liability), 7 (Confidentiality), 9 (Indemnification), 10.3 (Effect of Termination), 10.4 (Data Access) and 11 (Miscellaneous) will survive expiration or termination of this Agreement for any reason.
    4. Data Access. For twenty (20) days after the end of the Term, as applicable, Luminary will make Advisor Information available to Advisor through the Luminary Solution on a limited basis solely for purposes of Advisor retrieving Advisor Information, unless Luminary is instructed by Advisor to delete such data before that period expires. After such period, Luminary will discontinue all use of Advisor Information and destroy all copies of Advisor Information in its possession.
11. Miscellaneous.
    1. Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Advisor hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for New York, New York for any lawsuit filed there against Advisor by Luminary arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
    2. Export. Advisor affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list, and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Services, software, any Advisor Information, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, or biological weapons proliferation, missile systems or technology, or restricted unmanned aerial vehicle applications.Advisor will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
    3. U.S. Government End Users. The Services, software and Documentation 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, software and Documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this Agreement 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, Advisor will immediately discontinue its use of the Services, software and Documentation.
    4. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
    5. Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    6. No Assignment. Neither party will assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. The terms of this Agreement will be binding upon the parties and their respective successors and permitted assigns.
    7. Compliance with Law. Advisor will always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its purchase and use of the Services, Licensed Material and Luminary Solution.
    8. Equitable Relief. Each party agrees that a breach or threatened breach by such party of any of its obligations under Section 7 or, in the case of Advisor, Section 2.3, would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
    9. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of Fees owed) will not be considered a default or breach of this Agreement or ground for termination if such delay is caused by a computer or internet or telecommunications breakdown, labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.
    10. Subcontracting. Luminary may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its obligations hereunder as it deems appropriate; provided that Luminary remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), Luminary will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Luminary.
    11. Independent Contractors. Advisor’s relationship to Luminary is that of an independent contractor, and neither party is an agent or partner of the other. Advisor will not have and will not represent to any third party that it has, any authority to act on behalf of Luminary.
    12. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will be taken together and deemed to be one instrument.
    13. Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Advisor and Luminary.

Contact Information:
Luminary Platforms, Inc.
135 W 41st St, 5th floor, Suite 133
New York, New York 10036
support@withluminary.com