Luma Platform Policies
Effective Date: December 2, 2019
Welcome to the Luma Platform, an online platform for structured financial products,
including, but not limited to, structured notes, equity-linked certificate of deposit, registered funds and annuities (the “Platform”), owned and operated by Luma Financial Technologies, LLC (“Luma”, “we,” “our,” or “us”). These Platform Policies (the “Policies”) apply when we are engaged by an organization (the “Organization”) intending for their employees and/or other invited users to use the Organization’s unique instance of the Platform.
In addition to these Policies, the Organization may provide users with additional policies and terms that are tailored to how our Platform is to be used. We urge you to review any such additional policies and terms, and to contact your Organization should you have any questions.
You must be 18 or over to register for and use the Platform. We ask that anyone under 18 not use the Platform or submit any information to us.
OVERVIEW OF THE PLATFORM
The Luma Platform is a cloud-based financial technology platform serving issuers, advisors, trade desks, and management of broker-dealers, RIAs, banks, and credit unions across the US. The Platform has several core modules including training & education, sales & marketing, product compare & purchase, life cycle support, and product creation & pricing. The Platform is offered to employees and/or individuals authorized by the Organization to use the Platform (each, a “User” and collectively, “Users”).
How Does it Work? An Organization (e.g. your employer) contractually engages Luma to establish a unique instance on our Platform. The Organization’s Platform instance is accessible through a website where Users may view and utilize financial product tools and other content chosen, and posted onto the Platform, by the Organization (“Organization Content”), or other counterparty organizations, and Users may view such content, potentially share it with other Users or outside the Platform and provide other Organization permitted user content.
The Organization controls the Organization Content and other information collected from you when your account is created. To that end, we have entered into an agreement with your Organization that defines how this information should be used, and we only will use information according to that agreement.
Your Organization also defines the scope of the community of Users who may access its unique instance of our Platform (“Community”), and some Organizations opt to include a larger community beyond their own employees (e.g. business partners). Only those in your Community can view other User profiles and feeds on the Organization’s instance of the Platform.
USE OF THE PLATFORM
Your use of the Platform, as authorized by your Organization, is subject to these Policies, as well as any additional policies and terms provided by your Organization. Luma reserves all rights not expressly granted herein. Luma or your Organization may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Platform without notice and liability, if, in their respective determinations, you violate any of these Policies or any policies of your Organization applicable to the Platform.
In connection with your use of the Platform, you may upload, post, provide, publish, display, link to or otherwise make content available via the Platform (collectively, “User Content”). You grant to the Organization, and to us, a limited, perpetual, nonexclusive, non-transferable, non-sublicensable, royalty-free license to access and display on the Platform, User Content that is furnished to Luma, and to allow other users of the Platform to access and utilize such User Content in connection with their use of the Platform and any transaction conducted through the Platform.
You agree that we are acting only as a passive conduit for your online distribution and publication of the Organization’s Content and any Users’ User Content. Luma is not responsible for policing the Platform or any Organization Content or User Content. Luma does not and will not have any obligation to review Organization Content or User Content, and therefore we do not guarantee the accuracy, integrity, or quality of Organization Content or User Content and we cannot assure you that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful, or otherwise objectionable Organization Content or User Content will not appear on our Platform. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any Organization Content or User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Platform, is solely your responsibility. Luma is not responsible for any public display or misuse of your User Content. We do, however, to the extent permitted by law, reserve the right to review any or all User Content in our sole discretion and reserve the right to remove any User Content, in whole or in part. UNDER NO CIRCUMSTANCES WILL LUMA BE LIABLE IN ANY WAY FOR ANY USER CONTENT POSTED ON OR MADE AVAILABLE THROUGH THE PLATFORM OR THROUGH ANY OTHER SITE BY YOU OR ANY OTHER USER.
SERVICE USAGE RESTRICTIONS
You agree that you will:
- Abide by and comply with these Policies;
- Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, and regulatory requirements;
- Provide accurate information to us and keep it updated;
- Use your legal name on your account;
- Use the Platform in a professional manner.
You agree that you will not:
- Post User Content that:
- is harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, airing personal grievances or disputes, or otherwise inappropriate or objectionable;
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, or physical or mental illness;
- may create a risk of any other loss or damage to any person or property;
- may constitute or contribute to a crime or tort;
- contains any information or content that is illegal;
- contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
- contains any information or content that is not correct or current. You agree, represent, and warrant that you have the right to post your User Content, and the User Content that you post does not and will not violate third-party rights of any kind, including without limitation any intellectual property, rights of publicity, and privacy rights.
- Disclose information that you do not have the authority to disclose (such as confidential information of others (including your employer));
- Copy, use, disclose or distribute any information obtained from the Platform, whether directly or through third parties (such as search engines), without the consent of Luma, except for the sharing of Organization content or User Content made specifically available for sharing through the Platform;
- Copy or distribute (except through the available sharing functionality) the posts or other content of others without their permission;
- Violate the intellectual property or other rights of Luma;
- Post anything that contains software viruses, worms, or any other harmful code;
- Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Platform or any related technology;
- Attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;
- Take any action that imposes, or may impose (as determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
- Upload invalid data through the Platform;
- Create a false identity, impersonate another person or otherwise misrepresent who you are or your affiliation with a person or entity;
- Request creation of a User account for anyone other than yourself;
- Use or attempt to use another’s account;
- Interfere with the proper working of the Platform;
- Use the Platform to generate spam, advertising, junk mail, chain letters or similar content or message;
- Bypass the measures we may use to prevent or restrict access to the Platform;
- Override any security feature of the Platform;
- Use or launch any automated system, including without limits, “robots,” “spiders,” “offline readers,” etc., that accesses the Platform in a manner that sends more request messages to the Platform servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser;
- Collect or harvest any personally-identifiable information, including user or account names, from the Platform;
- Use any portion of the Platform as a destination linked from any unsolicited bulk messages or unsolicited commercial messages;
- Rent, lease, loan, trade, sell or re-sell access to the Platform or related data;
- Sell, sponsor, or otherwise monetize the Platform;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Platform;
- Monitor the Platform’s availability, performance or functionality for any competitive purpose;
- Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Platform;
- Overlaying or otherwise modifying the Platform or their appearance; or
- Use the Platform for tasks that it is not intended for.
OUR PROPRIETARY RIGHTS
Except for your User Content and Organization content, the Platform and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Luma Materials”), and all intellectual property rights related thereto, are the exclusive property of Luma and its licensors. Except as explicitly provided herein, nothing in these Policies will be deemed to create a license in or under any such intellectual property rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from any Luma Materials or content accessible on the Platform. Use of the Luma Materials on the Platform for any purpose not expressly permitted by these Policies is strictly prohibited.
You may choose to, or we may invite you to, submit feedback, comments, questions, and other information about the Platform, including, without limitation, about how to improve the Platform or our other products. By submitting any such comments, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Luma under any fiduciary or other obligation, that we are free to use, exploit and disclose your comments on a non-confidential basis to anyone or otherwise use them without any additional compensation to you. You acknowledge that, by acceptance of your submission, Luma does not waive any rights to use similar or related ideas previously known to Luma, or developed by its employees, or obtained from sources other than you.
THIRD-PARTY WEBSITES AND SERVICES
You agree to defend, indemnify, and hold harmless Luma, its affiliates and each of their respective employees, contractors, agents, officers , managers, members and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees and expenses) arising from: (i) your use of and access to the Platform; (ii) your violation of any of these Policies, including without limitation, your breach of any of the representations and warranties set forth herein; (iii) your violation of any third-party right, including without limitation any right of privacy, rights of publicity or any intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content; and (vi) any other party’s access and use of the Platform with your unique username, password or other appropriate security code.
THE PLATFORM IS PROVIDED TO USERS ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, LUMA AND ITS LICENSORS AND SUPPLIERS DO NOT WARRANT THAT ANY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS; THAT THE PLATFORM WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PLATFORM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED, OR OTHERWISE OBTAINED, THROUGH THE USE OF THE PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
LUMA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND LUMA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY OTHER USERS OF THE PLATFORM).
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LUMA, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE LICENSORS, EMPLOYERS, CONTRACTORS, AGENTS, OFFICERS, MANAGERS, MEMBERS AND DIRECTORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS PLATFORM. UNDER NO CIRCUMSTANCES WILL LUMA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PLATFORM OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. OUR AGGREGATE LIABILITY ARISING OUT OF THESE POLICIES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT [YOU HAVE PAID US IN THE PAST THREE (3) MONTHS AND (B) FIVE DOLLARS ($5.00).
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUMA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR PLATFORM; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT; (VII) LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PLATFORM; AND/OR (VIII) ANY CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF LUMA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The laws of the State of New York will govern these Policies, as well as any claim that might arise between you and us, without regard to conflict of law provisions.
We may notify you via postings on our website, via email, or any other means to the contact address you provide to us. All notices given by you or required from you under these Policies will be in writing and addressed to:
Luma Financial Technologies, LLC
Attn: Legal Department
425 Walnut Street, Suite 2410
Cincinnati, OH 45202
You may not assign or transfer any rights or licenses granted hereunder.
These Policies, and any other additional terms incorporated by reference herein or that expressly incorporate these Policies, constitute the entire agreement between you and Luma regarding the subject matter hereof. If any provision of these Policies is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these Policies, which will remain in full force and effect. No waiver of any term of these Policies will be deemed a further or continuing waiver of such term or any other term, and Luma’s failure to assert any right or provision under these Policies will not constitute a waiver of such right or provision.
These Policies will not limit or modify any agreement entered between Luma and your Organization (a “Platform Agreement”). In the event of any conflict between the Policies and any such Platform Agreement, the terms and conditions of the Platform Agreement will supersede and prevail.
Please contact us at email@example.com with any questions regarding these Policies.