Terms & Conditions

Business Terms & Conditions
Education Terms & Conditions

Business Terms & Conditions

“MEETOO” SERVICES AGREEMENT
Effective: As of 18 December 2015

This Meetoo Agreement (“Agreement“) is made between (1) Lumi Technologies Ltd, whose registered office is at Bohunt Manor, Portsmouth Road, Liphook, Hampshire, GU30 7DL, United Kingdom, which is registered in England with company number 05885409 (“Lumi“); and (2) the Customer.

In this Agreement, unless the context otherwise requires, the “Customer” means the company, business or organisation of which (and on whose behalf) the individual indicating its acceptance and agreement to the terms of this Agreement is a director, officer, employee or other representative.

1.  IMPORTANT NOTICES

1.1.  By entering your email address and clicking “Try it free” on the Meetoo website, or by creating a password to access the Meetoo Dashboard, you are entering into a legally binding agreement between Lumi, you and the business or company that you represent (which is referred to in this Agreement as the “Customer”).
1.2.  By entering your email address and clicking “Try it free” on the Meetoo website, or by creating a password to access the Meetoo Dashboard, you represent and warrant (contractually agree and promise) to Lumi that (a) you are duly authorised to enter into this Agreement and to grant all permissions and licences granted in this Agreement on behalf of the Customer; and (b) you agree to the terms of and enter into this Agreement on your own behalf and on behalf of the Customer; and (c) you contractually agree not to use the Services or any part of the Services provided by Lumi under this Agreement for any purpose other than for the Customer’s normal business purposes.

1.3.    If:
1.3.1.  you or the Customer cannot or do not wish to be legally bound by the terms of this Agreement, or
1.3.2.  you are not authorised to enter into this Agreement on behalf of the Customer,
please close this webpage and exit the Meetoo website, and do not click “Try it free” on the Meetoo website, create a password, or otherwise attempt to access the Services.
1.4.  You will not be entitled to (and the Customer must not) access or use your Meetoo Account or any other part of the Services unless you first agree to be bound by all of the terms of this Agreement (on your own behalf and on behalf of the Customer).
1.5.  Lumi amends this Agreement from time to time as set out in clause 13. Every time You or the Customer wishes to have a Meeting using the Meetoo App and/or use or access any other part of the Services, please check this Agreement to ensure that the terms which will apply at that time are understood. This Agreement was most recently updated on 18 December 2015, when a number of clauses were amended. A comparison of the two most recent versions is available from Lumi on request.

2.  INTRODUCTION

2.1.  This Agreement applies to the Customer’s and each relevant Permitted User’s (as defined in clause 4.2) access to and use of (in each case subject to the terms of this Agreement):
2.1.1.  Lumi’s “Meetoo” mobile application and all related software, including the Meetoo PowerPoint® Add-In, and any other updates or supplements to such mobile application (unless separate terms are supplied with the same, in which case those terms shall apply thereto) (the “Meetoo App”);
2.1.2.  the “Meetoo dashboard” which is accessed via a URL link which Lumi may provide to the Customer (“Meetoo Dashboard”); and
2.1.3.  the services that can be accessed using the Meetoo App and the Meetoo Dashboard from time to time (including, without limitation, the “Meetoo Success Community” at meetoo.force.com, which is described further in clause 3.2), together, the “Services”. It also applies to the Customer’s and Permitted Users’ access to and use of information which describes the Services, provides instructions in relation to how the Services can be used and other associated information and guidance, which is made available online to all of Lumi’s customers who have access to the Services, via http://help.meetoo.io (“Online Information”).
2.2.  The Services may only be used by Permitted Users for the Customer’s business purposes, and not for any other purpose, subject to and in accordance with the terms of this Agreement.

3.  THE SERVICES

3.1.  Subject to and in accordance with the terms of this Agreement, the Services (including both Free Services and Purchased Services as defined in clauses 6.1 and 7.2 respectively) are intended to facilitate effective business meetings, in order to enable (a) a Permitted User (as defined in clause 4.2), as the host of relevant business meetings to arrange and manage (using the Meetoo Dashboard); and (b) those whom the Permitted User has invited to participate in its meetings (“Meeting Participants”) to take part in (through the use of the Meetoo App, using a mobile telephone or handheld or other device), the following (which are referred to as “App Activities”):
3.1.1.  live “polls” and voting;
3.1.2.  the submission of questions;
3.1.3.  the submission and viewing of anonymous feedback;
3.1.4.  the submission and viewing of identified feedback; and/or
3.1.5.  group chats and messaging.
3.2.  Where the Customer has purchased a “Full Access Plan” (as defined in clause 7.2), the relevant Permitted User(s) shall become a “member” of, and be entitled to contribute to, the “Meetoo Success Community” at meetoo.force.com (“Meetoo Community”) during the term of such Full Access Plan. Where a Permitted User is a member of the Meetoo Community, such Permitted User may post questions, follow and contribute to discussions, and engage with other members of the Meetoo Community. Where the Permitted User is not a member of the Meetoo Community, such Permitted User may view the Meetoo Success Community, but shall not be entitled to post questions, follow and/or contribute to discussions, and/or engage with other members of the Meetoo Community. The Customer agrees and acknowledges that Meeting Participants may only be permitted access to and use of the Meetoo App and/or any part of the Services in the manner envisaged by this Agreement if they first agree to be bound by the Lumi App Terms and Conditions (as defined in clause 18.1).
3.3.  The:
3.3.1.  number of Meeting Participants that shall be permitted to access a Meeting arranged by the relevant Permitted User using the Meetoo App at any one time; and
3.3.2.  the period during which the Permitted User(s) (on behalf of the Customer) shall have the right to use and/or access the relevant Services pursuant to this Agreement,
shall be dependent upon the Service Fees (if any) paid by the Customer pursuant to clause 6.2 to 6.7 (inclusive).

4.  ACCOUNT

4.1.  Before the Customer may access the Services and/or host meetings using the Services pursuant to this Agreement, it must appoint an individual to register for a “Meetoo” user account (“Account”) via the Meetoo website.
4.2.  The Customer shall only allow one individual employee, director, officer or other representative of the Customer (“Permitted User”) to use and/or access its Account in accordance with this Agreement (provided that (i) the Customer may enter into separate agreements with Lumi in relation to the use of other Meetoo user accountzs by other permitted users, and (ii) where the Customer had the right to allow more than one Permitted User to use and/or access its Account as at 17 December 2015, such Customer shall remain entitled to do so pursuant to this Agreement). The Customer may not, and the Customer shall procure that its Permitted User(s) shall not, allow any third party other than a Permitted User to use or access its Account, and/or use or access a third party’s Account.
4.3.  The Customer shall be responsible for ensuring that its Account username and password is kept confidential by the Permitted User(s) at all times. If the Customer knows or suspects that any third party (other than the relevant Permitted User) is aware of its Account username and/or password, the Customer must notify Lumi without delay.
4.4.  The Customer shall be responsible for all activity that takes place with its Account. The Customer must ensure that all use of the Customer Account must comply with all of the terms of this Agreement. Lumi accepts no liability in respect of any loss resulting from the use of the Customer’s Account username and/or password by any unauthorised person.
4.5.  Lumi shall be entitled to access the Customer’s Account in order to apply the relevant permissions and user access rights; provide technical support and assistance; and audit the Customer’s compliance with the terms of this Agreement.

5.  TERM AND SERVICES COMMENCEMENT DATES

5.1.  The term of this Agreement will begin on the date that the Customer first indicates its acceptance of, and the Customer’s intention to be legally bound by, all of the terms of this Agreement (disregarding for the purposes of this clause any subsequent amendments to this Agreement) by clicking “Try it free” on the Meetoo website, or by creating a password to access the Meetoo Dashboard, or (where the same is not required before first accessing and/or using the Services) otherwise by accessing any part of the Services.
5.2.  A Permitted User (on behalf of the Customer) may begin using the Free Services (as defined in clause 6.1) (subject to and in accordance with the terms of this Agreement) on the date that the Account is first created and s/he receives notification of how to access the Meetoo Dashboard (“Free Services Commencement Date”).
5.3.  Subject to the receipt by Lumi of the relevant Services Fees in respect of the Purchased Services (as defined in clause 7.2), the relevant Permitted User(s) (on behalf of the Customer) may begin using the relevant Purchased Services (subject to and in accordance with the terms of this Agreement) on the date that its Account has been updated to provide access to the relevant Purchased Services (“Purchased Services Commencement Date”).
5.4.  Subject to the terms of this Agreement, the relevant Permitted User (on behalf of the Customer) shall be entitled to use the Free Services subject to the exercise of Lumi’s rights in accordance with clause 15.
5.5.  Subject to the terms of this Agreement, the relevant Permitted User(s) (on behalf of the Customer) shall be entitled to use the relevant Purchased Services in respect of the period for which the Customer has paid the applicable fees (such period to expire at 11.59pm local time on the last day of the relevant period).

6.  FEES

6.1.  The Customer is not required to make any payment to Lumi in consideration for the provision of the Free Services to the extent that the Customer shall be entitled, from the Free Services Commencement Date until the date of termination of this Agreement in accordance with clause 15 or the date upon which the Customer purchases a licence for Purchased Services (whichever is earlier), to have one active meeting (or virtual meeting) (“Meeting”) using the Meetoo App and the Meetoo Dashboard at any one time, and provided that the number of Meeting Participants invited by the relevant Permitted User using the Meetoo App and connecting to a Meeting at any one time shall not exceed ten (10) (“Free Services”).
6.2.  In respect of the Purchased Services (as defined in clause 7.2):
6.2.1.  the applicable fees in respect thereof (“Service Fees”) shall be as notified or otherwise made available by Lumi to the Customer by way of an account summary in the Customer’s (or Permitted User’s) Meetoo Dashboard (or otherwise) from time to time; and
6.2.2.  the Customer shall procure that the number of Meetings being held concurrently, and the number of Meeting Participants using the Meetoo App in relation to each such Meeting concurrently, shall, in each case, not exceed the relevant maximum number, which shall be as notified or otherwise made available by Lumi to the Customer by way of an account subscription summary in the Customer’s Meetoo Dashboard (or otherwise) from time to time, prior to the payment by the Customer of the relevant Service Fees.
6.3.  In consideration of the right to access and use the Purchased Services, the Customer shall pay the applicable fees (“Service Fees“) in respect thereof.
6.4.  Service Fees shall be paid in respect of a seven day or 12 month period (as agreed). Save where Lumi otherwise specifically agrees with the Customer that the Service Fees may be paid 30 days after the date of Lumi’s invoice, all Services Fees shall be paid in advance.
6.5.  A valid credit or debit card may be required for paying the Service Fees (where payment is required in advance). Credit card payments made outside of the UK may be subject to the applicable card issuer transaction fees which are outside of Lumi control. The Customer shall be responsible for payment of all such card issuer transaction fees.
6.6.  All Service Fees are exclusive of all applicable sales, excise or use taxes, or any levies, or duties imposed by relevant taxing authorities, and the Customer shall be responsible for payment of all such applicable taxes, levies, or duties.
6.7.  Access to the relevant Purchased Services may not commence, resume or continue until the relevant Service Fees that are due but which remain outstanding have been fully paid.

7.  LICENCE TO ACCESS AND USE THE SERVICES

7.1.  Subject to the Customer’s compliance with all of the terms of this Agreement, and with any rules or policies applied by any app store provider or operator from whose site the Meetoo App is downloaded, and provided that Lumi has not previously granted to the Customer (or an individual on its behalf) a licence to access and/or use Free Services or services similar to the Free Services pursuant to this or another agreement free of charge, Lumi grants to the Permitted User (on the Customer’s behalf) in respect of the Free Services, a non-exclusive, non-transferable, revocable licence (without the right to grant sub-licences) to (a) use the Free Services; and (b) host and display the Customer Content via the Meetoo Dashboard and Meetoo App, provided that the Customer’s use of the Free Services shall at all times be limited to the Customer’s normal business purposes and the purposes of providing feedback to Lumi in relation to the Services (only). For the purposes of this Agreement, “Customer Content” means the content that is generated by the Customer or Permitted User (as the meeting host) and the relevant Meeting Participants in relation to the Services.
7.2. Where a Permitted User (on behalf of the Customer) wishes to access and use:
7.2.1.  the Free Services to hold Meetings (in which the Meeting Participants would use the Meetoo App) at any time where the number of Meeting Participants in relation to the relevant Meeting exceeds 10);
the Customer may purchase in respect of the Permitted User a relevant licence from Lumi in respect thereof in respect of a period of 7 days (a “Pay As You Go Plan”) or 12 months (a “Full Access Plan”) (the relevant Services being the “Purchased Services”). The Customer acknowledges that, upon the expiry of either the Pay As You Go Plan, or the Full Access Plan, the relevant licences shall automatically revert to a Free Services licence (upon the same relevant terms as detailed herein) if such Purchased Services are not renewed by the Customer.
7.3.  Subject to the Customer’s compliance with all of the terms of this Agreement, including (without limitation) payment of the relevant Service Fees in respect of the relevant period in accordance with clause 6, and subject to the Customer’s compliance with any rules or policies applied by any app store provider or operator from whose site the Meetoo App is downloaded, Lumi grants to the Permitted User (on behalf of the Customer) a non-exclusive, non-transferable, revocable licence (without the right to grant sub-licences) to (a) use the relevant Purchased Services via the Meetoo Dashboard and Meetoo App; and (b) host and display the Customer Content via the Meetoo Dashboard and Meetoo App, in each case for the period to which, and for the number of Meeting Participants to which, the Service Fees relate, provided that the Customer’s use of the Purchased Services shall at all times be limited to the Customer’s normal business purposes and the purposes of providing feedback to Lumi in relation to the Purchased Services (only). Save where terminated early in accordance with this Agreement, the Customer’s right to use the relevant Purchased Services will end on the expiry of the period to which the Service Fees that have been paid relate.
7.4.  For the avoidance of doubt, nothing in this Agreement grants the Customer any right in any source code relating to any part of the Services.
7.5.  The Customer shall be responsible for the Customer’s own conduct and content while using the Services (or any part thereof) and any consequences of this use.

8.  WARRANTIES

8.1.  No warranties in respect of Free Services
8.1.1.  Lumi does not provide any warranty pursuant to this Agreement for or in relation to the Free Services and/or the Online Information relating to the Free Services
8.1.2.  Lumi agrees to provide the Free Services to the Customer on an “AS IS” and “as available” basis. The Customer shall not be entitled to any financial compensation in the event of any unavailability or poor performance of the Free Services.
8.1.3. For the avoidance of doubt, the Customer agrees and acknowledges that Lumi provides no guarantee that:
8.1.3.1.  the Free Services will be available at any particular time;
8.1.3.2.  the Free Services or the Online Information will be error free or “bug free”;
8.1.3.3.  the Free Services will meet the Customer’s requirements, or those set out in any documentation provided to the Customer.
8.2. Limited warranties in respect of Purchased Services
8.2.1.  In respect of Purchased Services, Lumi warrants that:
8.2.1.1.  the Meetoo App and Meetoo Dashboard will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Online Information; and
8.2.1.2.  that the Online Information correctly describes the operation of the Meetoo App and Meetoo Dashboard in all material respects,
for a period of 60 days from the relevant Purchased Services Commencement Date (“Warranty Period”).
8.2.2.  If within the Warranty Period the Customer notifies Lumi in writing of any defect or fault in the Meetoo App and/or Meetoo Dashboard in relation to the relevant Purchased Services as a result of which the Meetoo App and/or Meetoo Dashboard fails to perform substantially in accordance with the Online Information, which issue Lumi has been unable to rectify within 14 days of the date Lumi receives the Customer’s notice of such defect or fault, the Customer may terminate its right to access and use the relevant Purchased Services by written notice served upon Lumi.
8.2.3.  With effect from the date of Lumi’s receipt of a termination notice referred to in clause 8.2.2, the Customer shall no longer be entitled to use or access the relevant Purchased Services, the relevant licences in respect of the relevant Purchased Services shall immediately terminate and Lumi shall arrange a full refund to the Customer of the relevant Service Fees paid in advance in respect of the relevant unexpired period(s) of such licence (provided that the Customer shall not be entitled to receive such a refund in circumstances where the Customer is in breach of any of the terms of this Agreement).
8.2.4.  The warranty given by Lumi to the Customer pursuant to this clause 8.2 shall not apply:
8.2.4.1.  if the defect or fault in the Meetoo App and/or Meetoo Dashboard results from the Customer or any Meeting Participant having altered or modified the Meetoo App and/or the Meetoo Dashboard or any other part of the Service; or
8.2.4.2.  if the Customer is in breach of any of the terms of this Agreement.
8.3.  Support
8.3.1.  Lumi will use reasonable endeavours to provide routine updates and releases, fix bugs, and provide email technical support in connection with the Services during the period in which the Permitted User (on behalf of the Customer) has the right to access and use the Services pursuant to this Agreement.
8.3.2.  Lumi’s customer help centre is available at: https://help.meetoo.io (or such other location as Lumi may inform the Customer from time to time) (“Help Centre”).
8.3.3.  If the Permitted User experiences a technical issue in connection with the Services, it may raise a support ticket from the Help Centre or send an email to support@meetoo.io. Where the Customer has purchased a Full Access Plan (as defined in clause 7.2.2) pursuant to this Agreement, Lumi’s support team will use reasonable endeavours to respond to support tickets within 1 Business Day (a “Business Day”, for the purposes of this Agreement. being any day other than a Saturday, Sunday or public holiday in England). Where the Customer has purchased a Pay As You Go Plan pursuant to this Agreement, Lumi’s support team will use reasonable endeavours to respond to support tickets within 2 Business Days.
8.3.4.  If the Customer has purchased a Full Access Plan pursuant to this Agreement (but not otherwise), the Permitted User may also contact Lumi via telephone (at the number provided by Lumi for such purposes) during the hours of 9am to 5pm on Business Days for support in relation to technical issues.
8.3.5.  The Customer agrees that, where appropriate and possible, Lumi will use reasonable endeavours initially to implement a temporary fix to each technical problem with the Purchased Services, before using reasonable endeavours to implement a more permanent solution.
8.3.6.  The Customer agrees that the support provided by Lumi in respect of performance issues in connection with the Services shall not extend to issues that:
8.3.6.1.  are caused by factors outside of Lumi’s reasonable control, including any Force Majeure Event (as defined in clause 8.4);
8.3.6.2.  result from any actions or inactions of the Customer or any third party; and/or
8.3.6.3.  result from the Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Lumi’s direct control).
8.4.  Force Majeure Events
Lumi shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by any act or event beyond its reasonable control, including failure of public or private telecommunications networks (“Force Majeure Event”).

9.  CONDITIONS OF ACCESS TO AND USE OF THE SERVICES

9.1.  The Customer’s and the Permitted User’s access to and use of the Online Information and/or the Services must comply with:
9.1.1.   all applicable Lumi policies and guidelines (including, without limitation, security policies and privacy policies), technical requirements and documentation; and
9.1.2.  all applicable laws (including, without limitation, the applicable laws of the Customer’s jurisdiction relating to online conduct, acceptable content, data collection, privacy, and the export of data).
9.2.   This Agreement does not grant the Customer or the Permitted User any rights in relation to any services, materials, content, or data other than the right to access and use the Online Information and/or the relevant Services, subject to and in accordance with this Agreement.
9.3.  The Customer will not, and will not permit the Permitted User, Meeting Participants or other third parties to:
9.3.1.  use the Services to violate the law or for any unauthorised purpose;
9.3.2.  use the Services to promote or provide instructional information about illegal activities;
9.3.3.  use the Services to infringe upon the copyright, trademark or other intellectual property rights of Lumi or any other person or body;
9.3.4.  in relation to the use of the Services, impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations (such as, copyright or trademark symbols), or labels of the origin or source of services, software, or other materials;
9.3.5.  attempt to modify, reverse engineer, reverse compile, or otherwise alter any part of the Services;
9.3.6.  in relation to the use of the Services, submit, post or upload any content that is obscene, sexually explicit, indecent or otherwise objectionable;
9.3.7.  submit any content during the use of the Services that is discriminatory, abusive, intimidating, hateful or threatening towards any individual or group;
9.3.8.  submit any content during the use of the Services that is libellous or defamatory;
9.3.9.  in relation to the use of the Services, harass, stalk, or otherwise violate any legal rights (such as the rights of privacy and publicity) of others;
9.3.10.  interfere with or disrupt any part of the Services, or servers or networks related to the same, or disobey any requirements, procedures, policies, or regulations of networks related to the Online Information and/or the Services;
9.3.11.  create Accounts by automated means or under false or fraudulent pretences;
9.3.12.  in relation to the use of the Services, access any data that is not intended to be accessed by users;
9.3.13.  copy, store, or cache any of the Customer Content or any part of the Services, except for the purpose allowed;
9.3.14.  commercially exploit any item or thing that relates to (or is part of) the Services, without Lumi’s prior consent (provided that Lumi hereby consents to the Customer or Permitted User providing a service on a commercial basis to third parties in connection with which the Permitted User may invite Meeting Participants to a Meeting subject to and in accordance with this Agreement);
9.3.15.  in relation to the use of the Services, transmit any virus, worm, defect, Trojan horse, or any other item intended to destroy, surreptitiously interfere with, expropriate, or exert unauthorized control over any system or data or to defraud any person;
9.3.16.  deploy to the Services (or any part thereof) any application designed to retrieve, index or “data mine” information; or
9.3.17.  create or attempt to create a substitute or similar service or product as that of the Services; (or any part of them) through use of or access to them or proprietary information related to them.
9.4.  While this Agreement prohibits such content and conduct, the Customer agrees and acknowledges that Lumi shall not be responsible for the content posted on or uploaded to the Services, and that the Customer uses the same at the Customer’s own risk.
9.5.  The Customer agrees that a breach of this clause may constitute an offense under the Computer Misuse Act 1990 (or other relevant law and/or regulations) and, in the event of such a breach, Lumi reserves the right to report such breaches to the appropriate enforcement authorities and to terminate the Customer’s right to access and/or use the Online Information and/or the whole or any part of the Services.

10.  RESERVATION OF RIGHTS

10.1.  Lumi and its licensors and suppliers retain all right, title, and interest in and to all parts of the Services and the Online Information and all intellectual property rights in any of the Services and the Online Information.
10.2.  The Customer represents and warrants that it owns or has the necessary rights in and to all content that the Customer or any Permitted User uploads or posts to any part of the Services.
10.3.   As between Lumi and the Customer, the Customer will retain ownership of any content that the Customer, any Permitted User or any Meeting Participant uploads or posts to any part of the Services. The Customer grants to Lumi a non-exclusive, royalty-free, worldwide, assignable licence (with the right to grant sub-licences) to use, store, reproduce and display any content the Customer, any Permitted User or any Meeting Participant uploads or posts to the Services (or any part of the Services) to the extent reasonably necessary to operate and/or enhance the Services, subject to the terms of this Agreement.
10.4.   This Agreement does not grant any rights to the Customer in respect of any logo, trademark, or service mark of Lumi, and the Customer will not use any such logo, trademark, or service mark for any purpose without Lumi’s prior written approval.
10.5.  The Customer agrees that it will not claim or imply that Lumi has sponsored or endorsed the Customer, the Customer Content, or any website, product, service or application of the Customer.

11.  CONFIDENTIALITY

11.1.  The Customer shall not make, or permit any person to make, any public announcement or issue any press release concerning any part of the Services, the Online Information, and/or this Agreement without the prior written consent of Lumi, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.  FEEDBACK

12.1.  The Customer hereby transfers to Lumi all rights, title and interest in any information or commentary provided by the Customer (and/or any Permitted User or Meeting Participant) relating to the use or functionality of the Services and/or the Online Information and any Intellectual Property Rights embodied therein (“Feedback”). All rights in any modifications or enhancements to Services and/or the Online Information made as a consequence of the Feedback shall be owned by Lumi.

13.  CHANGES TO THIS AGREEMENT AND THE SERVICES FEES

13.1.  Lumi may amend this Agreement from time to time. Clause 1.5 sets out when this Agreement was last amended and which clauses were changed with effect from that date.
13.2.  Every time the Customer and/or the Permitted User and/or a Meeting Participant uses and/or accesses the Services, he terms of this Agreement that are in force at such time shall apply.
13.3. If Lumi wishes to amend this Agreement (which shall include, without limitation, and where relevant, a change to the Services Fees), Lumi will provide reasonable advance notice of the proposed amendments; and  (where relevant) the licence for Purchased Services (and the Customer’s right to use and/or access the Purchased Services) may be cancelled pursuant to this clause 13.3 if the proposed amendments are not agreed by the Customer. If the Customer elects to cancel the licence for Purchased Services (and the Customer’s and Permitted User’s right to use and/or access the relevant Purchased Services) pursuant to this clause 13.3 (which the Customer may only do within 30 days of  the date of Lumi’s  notice of the relevant amendments), the Customer shall notify Lumi in writing, and on receipt of such notice the Customer and its Permitted User shall no longer be entitled to use or access the relevant Services, the relevant licence in respect of the Purchased Services shall immediately terminate and Lumi shall arrange a full refund to the Customer of the relevant Service Fees paid in advance in respect of the relevant unexpired period(s) of such licence (provided that the Customer shall not be entitled to receive such a refund in circumstances where the Customer is in breach of any of the terms of this Agreement).
13.4.  Any documents or websites incorporated into this contract by reference or link may be modified and updated from time to time by Lumi, and upon such modification or update will be deemed a part of this Agreement but for clarity shall not give rise to any right for the Customer to terminate this Agreement .

14.  CHANGES TO THE SERVICES

14.1.  With regard to the Free Services:14.1.1.  Lumi may change any part of the Free Services (or the manner in which they are delivered) at any time; and
14.1.2.  Lumi may require the Customer and/or the Permitted User to obtain and use the most recent versions of the Meetoo App and/or the Meetoo Dashboard from time to time.
14.2.  If any change to the Free Services (or the manner in which they are delivered) is not accepted by the Customer, the Customer and the Permitted User may stop using the Free Services (and the Customer shall have no other remedies in relation to the change).
14.3.  In respect of the Purchased Services:
14.3.1.  Lumi may change any part of the Purchased Services (or the manner in which they are delivered) from time to time, provided that if Lumi wishes to do so, Lumi will provide advance notice of the proposed changes; and the relevant licence for Purchased Services (and the Customer’s and each Permitted User’s right to use and/or access the Purchased Services) may be cancelled pursuant to this clause 14.3 if the proposed changes are not agreed by the Customer. If the Customer elects to cancel the licence for Purchased Services (and the Customer’s and each Permitted User’s right to use and/or access the relevant Purchased Services) pursuant to this clause 14.3 (which it may only do within 30 days of receiving notice of the relevant changes, and only in relation to the Purchased Services that are proposed to be changed), the Customer shall notify Lumi in writing, and on receipt of such notice the Customer and its Permitted User shall no longer be entitled to use or access the relevant Purchased Services, the relevant licences in respect of the relevant Purchased Services shall immediately terminate, and Lumi shall arrange a full refund to the Customer of the relevant Service Fees paid in advance in respect of the relevant unexpired period(s) of such licence (provided that the Customer shall not be entitled to receive such a refund in circumstances where the Customer is in breach of any of the terms of this Agreement); and
14.3.2.  Lumi may require the Customer to obtain and use the most recent versions of the Meetoo App and the Meetoo Dashboard from time to time.
14.4.  Lumi shall not be liable for any losses or costs that the Customer incurs of any kind which relates to any changes to any of the Services.
14.5.  The Customer’s continued use of the Services (or any part of them) following any update or change to them will constitute the Customer’s binding acceptance to the update or change.

15.  SUSPENSION AND CANCELLATION OF THE SERVICES

15.1.  Lumi may suspend and/or cancel the Customer’s right to access and/or use all or any part of the Free Services or remove any content from any part of the Services (insofar as they relate to the Free Services) immediately at any time and for any reason.
15.2.  Lumi may immediately suspend and/or cancel the Customer’s right to use and/or access all or any part of the relevant Purchased Services or remove any content (including without limitation Customer Content) from the Service (insofar as it relates to the relevant Purchased Services) immediately in circumstances where the Customer is in breach of any of the terms of this Agreement, including where the Customer has failed to pay the Service Fees on the date that they become due and payable in accordance with any applicable invoice.
15.3.  On the date of the expiry, termination ,suspension or cancellation of the Customer’s right to use and/or access the last of the Services provided pursuant to this Agreement, the Customer’s (and each Permitted User’s) right to use its Account shall also expire.
15.4.  The Customer acknowledges that the Customer Content may not be able to be retrieved by the Customer (or any Permitted User or Meeting Participant) upon the expiry, cancellation, suspension or discontinuation of any of the Services and/or its Account in accordance with this Agreement.

16.  INDEMNITY

16.1.  The Customer will indemnify and hold Lumi (and its directors, officers, affiliates, and/or agents) harmless from and against any and all loss, liability, cost and expense (including reasonable legal fees and costs) suffered or incurred by reason of any claim, proceeding, or legal action based on or arising out of any breach (or alleged breach) by the Customer of any part of this Agreement, or that otherwise relates to the Customer Content or the Customer’s or Permitted User’s use of the Service.

17.  ATTRIBUTION AND ADVERTISING

17.1.  Lumi may display its or the “Meetoo” trademark(s) or logo(s) on the Online Information and/or through the provision of the Services and, if Lumi does so, the Customer will not remove, modify, or interfere with the display or viewing of these trademarks or logos.
17.2.  Lumi may:
17.2.1.  display the Customer’s name, trademark(s) and/or logo(s) on the Online Information and/or through the provision of the Services or services similar to the services that are provided to other customers of Lumi, and/or otherwise (by any means), and
17.2.2. disclose that the Customer uses the Service,
in each case for marketing purposes and, where Lumi does so, the Customer will not remove, modify, or interfere with the display or viewing of the same.
17.3.  The Customer will display, and the Customer will not remove, alter or obscure, any attribution information provided by Lumi in connection with the Services.

18.  LUMI APP TERMS AND CONDITIONS

18.1.  The terms and conditions located at http://lumiinsight.com/english-terms-and-conditions-uk-and-rest-of-world/ (which may be updated from time to time), or such other terms as Lumi may specify from time to time (the “Lumi App Terms and Conditions”), shall apply to use of and access to the Services, and participation in the App Activities.

19.  PRIVACY

19.1.  In relation to the provision of the Services, the individuals using the Services including any Meeting Participant (in each case in their personal capacity) may be asked to provide certain information to Lumi. Lumi’s use of any information provided by such individuals will be governed by this Agreement and Lumi’s Privacy Policy which can be accessed via the following link: http://lumiinsight.com/privacy-policy/ The Customer shall procure that each such individual is asked to read this policy, which forms part of this Agreement as if it was set out in full here.

20.  LIMITATION ON LIABILITY

20.1.  This clause 20 sets out Lumi’s entire financial liability (including any liability for the acts or omissions of Lumi’s employees, licensors, agents, assigns, successors and sub-contractors) to the Customer:
20.1.1.  arising under or in connection with this Agreement;
20.1.2.  in respect of any use of the Services and Online Information or any part of them; and
20.1.3.  in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
20.2.  Except as expressly and specifically provided in this Agreement:
20.2.1.  the Customer assumes sole responsibility for the Customer Content and any results obtained from the Customer’s and Permitted User’s use of the Services and the Online Information, and for conclusions drawn from such use. Lumi shall have no liability for any actions taken by Lumi at the Customer’s direction;
20.2.2.  save as expressly provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
20.2.3.  the Services and the Online Information are provided to the Customer and the Permitted User on an “as is” and “as available” basis.
20.3. Nothing in this Agreement excludes  a party’s liability:
20.3.1.  for death or personal injury caused by  that party’s negligence; or
20.3.2.  for fraud or fraudulent misrepresentation; or
20.3.3.  for any liability to the extent that it cannot be lawfully limited or excluded by applicable law.
20.4.  Subject to clause 20.2 and clause 20.3:
20.4.1.  Lumi shall not be liable to the Customer, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, however arising under or in connection with this Agreement for:
20.4.1.1.  loss of profits;
20.4.1.2.  loss of sales or business;
20.4.1.3.  loss of agreements or contracts;
20.4.1.4.  depletion of goodwill;
20.4.1.5.  loss of anticipated savings;
20.4.1.6.  loss or corruption of software, data or information;
20.4.1.7.  any special, indirect or consequential loss; and
20.4.2.  Lumi’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Service Fee (or proportion of the Service Fee) paid by the Customer insofar as it relates to the month in which the relevant event giving rise to the liability occurs, and insofar as it relates to the relevant Purchased Service that directly relates to such event.
20.5.  The Customer agrees and acknowledges that Lumi does not certify, nor endorse, and Lumi shall have no obligation to certify or endorse, any aspect of any meeting or event in relation to which the Services are performed or used.
20.6.  The Customer agrees that the Customer is responsible, and the Customer will not hold Lumi liable in respect of: (a) the Customer’s meeting or event); (b) the Customer’s information technology environment; (c) any content or other service displayed in or through, accessed via or relating to, the Meetoo Dashboard and/or the Customer application(s), and/or (d) any use, display or implementation of the data, content and information that Lumi makes available to the Customer and/or the Permitted User in connection with this Agreement.

21.  ASSIGNMENT

21.1.  Lumi may assign this Agreement, in whole or in part, at any time with or without notice to the Customer.
21.2.  The Customer may not assign this Agreement, or any part of it, to any other person without Lumi’s prior written consent,. Any attempt by the Customer to do so is void.
21.3.  The Customer may not transfer to anyone else (other than the Permitted User), either temporarily or permanently, any rights to use the Services or any part of the Services. A Permitted User may not transfer to anyone else either temporarily or permanently, any rights to use the Services or any part of the Services.

22.  NO RIGHTS OF THIRD PARTIES

22.1.  No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

23.  INTERPRETATION

23.1. Each provision of this Agreement shall apply to the maximum extent permitted by law. If any provision of this Agreement is unenforceable, the remainder of the provision and this Agreement will be fully enforced so as to effect (insofar as possible) the parties’ intent.

24.  NOTICES

24.1.  Each party consents to the other sending any information related to this Agreement by email. The Customer may withdraw the Customer consent to this, but if the Customer does, Lumi may terminate this Agreement and the Customer’s right to access and use the Services.
24.2.  Notices provided by email will be deemed given and received on the email transmission date.
24.3.  The Customer warrants and represents that, for so long as the Customer or its Permitted User(s) accesses or uses the Services, the Customer will have, or will have access to, the necessary software and hardware to receive notices by email (at the email address provided to Lumi by a Permitted User). Notices provided to Lumi by email pursuant to this Agreement should be sent to both of the following email addresses: hello@meetoo.io andsupport@meetoo.io (or such other replacement email address(es) of which Lumi notifies the Customer from time to time).

25.  MISCELLANEOUS

25.1.  Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
25.2.  Only written waivers of the terms of this Agreement will be effective.
25.3.  In relation to this Agreement, the Customer will comply with (and procure that the Permitted User complies with) all applicable laws and the requirements of any government or regulatory body having jurisdiction. To the extent that the Customer’s and/or Permitted User’s access to or use of the Services would infringe any applicable laws of a jurisdiction other than England, then the Customer and/or Permitted User is prohibited from accessing or using the Service or attempting to carry on any such offending activity, and this provision shall override all other provisions of this Agreement.
25.4.  All rights and remedies under this Agreement are cumulative.
25.5.  Except as otherwise expressly stated in this Agreement, this Agreement is the parties’ entire agreement relating to the subject matter of this Agreement, and supersedes all related prior and contemporaneous communications and agreements.
25.6.  The English language applies to, and shall be used to interpret the terms of, this Agreement.

26.  GOVERNING LAW AND JURISDICTION

26.1.  This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
26.2.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
 

Education Terms & Conditions

“MEETOO” SERVICES AGREEMENT – EDUCATIONAL USERS
Effective: As of 1st March 2016

This Meetoo Agreement (“Agreement”) is made between (1) Lumi Technologies Ltd, whose registered office is at Bohunt Manor, Portsmouth Road, Liphook, Hampshire, GU30 7DL, United Kingdom, which is  registered in England with company number 05885409 (“Lumi”); and (2) the Customer.
In this Agreement, unless the context otherwise requires, the “Customer” means the organisation or institution of which (and on whose behalf) the individual indicating its acceptance and agreement to the terms of this Agreement is a director, officer, employee or other representative.

1.  IMPORTANT NOTICES

1.1.  By creating a password to access the Meetoo Dashboard, you are entering into a legally binding agreement between Lumi, you and the organisation or institution that you represent (which is referred to in this Agreement as the “Customer”).
1.2.  By creating a password to access the Meetoo Dashboard, you represent and warrant (contractually agree and promise) to Lumi that (a) you are duly authorised to enter into this Agreement and to grant all permissions and licences granted in this Agreement on behalf of the Customer; and (b) you agree to the terms of and enter into this Agreement on your own behalf and on behalf of the Customer; and (c) you contractually agree not to use the Services or any part of the Services provided by Lumi under this Agreement for any purpose other than for the Customer’s normal business purposes.
1.3.  If:
1.3.1.  you or the Customer cannot or do not wish to be legally bound by the terms of this Agreement, or
1.3.2.  you are not authorised to enter into this Agreement on behalf of the Customer,
please do not create a password or otherwise attempt to access the Services.
1.4.  You will not be entitled to (and the Customer must not) access or use the Meetoo App or any other part of the Services unless you first agree to be bound by all of the terms of this Agreement (on your own behalf and on behalf of the Customer).
1.5.  Lumi amends this Agreement from time to time as set out in clause 13. Every time You or the Customer wishes to have a Session (as defined in clause 6.1) using the Meetoo App and/or use or access any other part of the Services, please check this Agreement to ensure that the terms which will apply at that time are understood.

2.  INTRODUCTION

2.1.  This Agreement applies to the Customer’s and each relevant Permitted User’s (as defined in clause 4.2)  access to and use of (in each case subject to the terms of this Agreement):
2.1.1.  Lumi’s “Meetoo” mobile application and all related software, including the Meetoo PowerPoint® Add-In, and any other updates or supplements to such mobile application (unless separate terms are supplied with the same, in which case those terms shall apply thereto) (the “Meetoo App”);
2.1.2.  the “Meetoo dashboard” which is accessed via a URL link which Lumi may provide to the Customer (“Meetoo Dashboard”); and
2.1.3.  the services that can be accessed using the Meetoo App and the Meetoo Dashboard from time to time (including, without limitation, the “Meetoo Success Community” at meetoo.force.com, which is described further in clause 3.2),
together, the “Services”.  It also applies to the Customer’s and Permitted Users’ access to and use of information which describes the Services, provides instructions in relation to how the Services can be used and other associated information and guidance, which is made available online to all of Lumi’s customers who have access to the Services, via http://help.meetoo.io (“Online Information”).
2.2.  The Services may only be used by Permitted Users for educational purposes, and not for any other purpose, subject to and in accordance with the terms of this Agreement.

3.  THE SERVICES

3.1.  Subject to and in accordance with the terms of this Agreement, the Services (including Free Services, Freemium Services and Purchased Services as defined in clauses 6.1, 6.2 and 7.2 respectively) are intended to facilitate effective educational sessions, in order to enable (a) a Permitted User (as defined in clause 4.2), as the host of educational sessions to arrange and manage (using the Meetoo Dashboard); and (b) those whom the Permitted User has invited to participate in educational sessions (“Session Participants”) to take part in (through the use of the Meetoo App, using a mobile telephone or handheld or other device), the following (which are referred to as “App Activities”):
3.1.1.  live “polls” and voting;
3.1.2.  the submission of questions;
3.1.3.  the submission and viewing of anonymous feedback;
3.1.4.  the submission and viewing of identified feedback; and/or
3.1.5.  group chats and messaging.
3.2.  Where the Customer has purchased a “12 Month Annual Plan” (as defined in clause 7.2), the relevant Permitted User(s) shall become a “member” of, and be entitled to contribute to, the “Meetoo Success Community” at meetoo.force.com (“Meetoo Community”) during the term of such 12 Month Annual Plan.  Where a Permitted User is a member of the Meetoo Community, such Permitted User may post questions, follow and contribute to discussions, and engage with other members of the Meetoo Community. Where the Permitted User is not a member of the Meetoo Community, such Permitted User may view the Meetoo Success Community, but shall not be entitled to post questions, follow and/or contribute to discussions, and/or engage with other members of the Meetoo Community.  The Customer agrees and acknowledges that Session Participants may only be permitted access to and use of the Meetoo App and/or any part of the Services in the manner envisaged by this Agreement if they first agree to be bound by the Lumi App Terms and Conditions (as defined in clause 18.1).
3.3.  The:
3.3.1.  number of Session Participants that shall be permitted to access a Session arranged by the relevant Permitted User using the Meetoo App at any one time; and
3.3.2.  period during which the Permitted User(s) (on behalf of the Customer) shall have the right to use and/or access the relevant Services pursuant to this Agreement,
shall be dependent upon the Service Fees (if any) paid by the Customer pursuant to clause 6.2 to 6.7 (inclusive).

4.  ACCOUNT

4.1.  Before the Customer may access the Services and/or host Sessions using the Services pursuant to this Agreement, it must appoint an individual to register for a “Meetoo” user account (“Account”) via the Meetoo website.
4.2.  The Customer shall only allow one individual employee, director, officer or other representative of the Customer (“Permitted User”) to use and/or access its Account in accordance with this Agreement (provided that the Customer may enter into separate agreements with Lumi in relation to the use of other Meetoo user accounts by other permitted users).  The Customer may not, and the Customer shall procure that its Permitted User(s) shall not, allow any third party other than a Permitted User to use or access its Account, and/or use or access a third party’s Account.
4.3.  The Customer shall be responsible for ensuring that its Account username and password is kept confidential by the Permitted User(s) at all times.  If the Customer knows or suspects that any third party (other than the relevant Permitted User) is aware of its Account username and/or password, the Customer must notify Lumi without delay.
4.4.  The Customer shall be responsible for all activity that takes place with its Account.  The Customer must ensure that all use of the Customer Account must comply with all of the terms of this Agreement.  Lumi accepts no liability in respect of any loss resulting from the use of the Customer’s Account username and/or password by any unauthorised person.
4.5.  Lumi shall be entitled to access the Customer’s Account) in order to apply the relevant permissions and user access rights; provide technical support and assistance; and audit the Customer’s compliance with the terms of this Agreement.

5.  TERM AND SERVICES COMMENCEMENT DATES

5.1.  The term of this Agreement will begin on the date that the Customer first indicates its acceptance of, and the Customer’s intention to be legally bound by, all of the terms of this Agreement (disregarding for the purposes of this clause any subsequent amendments to this Agreement) by creating a password to access the Meetoo Dashboard, or (where the same is not required before first accessing and/or using the Services) otherwise by accessing any part of the Services.
5.2.  A Permitted User (on behalf of the Customer) may begin using the Free Services (as defined in clause 6.1) (subject to and in accordance with the terms of this Agreement) on the date that the Account is first created and s/he receives notification of how to access the Meetoo Dashboard (“Free Services Commencement Date”).  A Permitted User may begin using the Freemium Services (as defined in clause 6.2) (subject to and in accordance with this Agreement) on the date that its Account has been updated to provide access to the relevant Freemium Services (“Freemium Services Commencement Date”).
5.3.  Subject to the receipt by Lumi of the relevant Services Fees in respect of the Purchased Services (as defined in clause 7.2), the relevant Permitted User(s) (on behalf of the Customer) may begin using the relevant Purchased Services (subject to and in accordance with the terms of this Agreement) on the date that its Account has been updated to provide access to the relevant Purchased Services (“Purchased Services Commencement Date”).
5.4.  Subject to the terms of this Agreement, the relevant Permitted User (on behalf of the Customer) shall be entitled to use the Free Services until termination of this Agreement in accordance with clause 15, or the date upon which the Customer purchases a licence for Purchased Services, whichever is earlier.
5.5.  Subject to the terms of this Agreement, the relevant Permitted User(s) (on behalf of the Customer) shall be entitled to use the relevant Purchased Services in respect of the period for which the Customer has paid the applicable Service Fees (such period to expire at 11.59pm local time on the last day of the relevant period).

6.  FEES

6.1.  The Customer is not required to make any payment to Lumi in consideration for the provision of the Free Services to the extent that the Customer shall be entitled, during the period starting on the Free Services Commencement Date until termination of this Agreement in accordance with clause 15 or, if earlier, the date upon which the Customer purchases a licence for Purchased Services, to have one active educational session (or virtual educational session) (“Session”) using the Meetoo App and the Meetoo Dashboard at any one time, and provided that the number of Session Participants invited by the relevant Permitted User using the Meetoo App and connecting to a Session at any one time shall not exceed ten (10) (“Free Services”). 
6.2.   Where Lumi agrees (in its sole discretion) to provide such Freemium Services to the Customer, the Customer is not required to make any payment to Lumi in consideration for the provision of the Freemium Services to the extent that the Customer shall be entitled, during the period starting on the Freemium Services Commencement Date and ending on the date upon which Lumi terminates this Agreement in accordance with clause 15 or the Customer purchases a licence for Purchased Services (whichever is earlier) (“Freemium Services Period”) to have one active Session using the Meetoo App and the Meetoo Dashboard at any one time, provided that the number of Session Participants invited by the relevant Permitted User using the Meetoo App and connecting to a Session at any one time shall not exceed one hundred (100) (“Freemium Services”). The Free Services and the Freemium Services shall together be referred to as the “Free Services”.
6.3.  In respect of the Purchased Services (as defined in clause 7.2):
6.3.1.  the applicable fees in respect thereof (“Service Fees”) shall be as notified or otherwise made available by Lumi to the Customer by way of an account summary in the Customer’s (or Permitted User’s) Meetoo Dashboard (or otherwise) from time to time; and
6.3.2.  the Customer shall procure that the number of Session Participants using the Meetoo App in relation to each such Session, shall, in each case, not exceed the relevant maximum number, which shall be as notified or otherwise made available by Lumi to the Customer by way of an account summary in the Customer’s Meetoo Dashboard (or otherwise) from time to time, prior to the payment by the Customer of the relevant Service Fees.
6.4.  In consideration of the right to access and use the Purchased Services, the Customer shall pay the applicable fees (“Service Fees”) in respect thereof.
6.5.  Service Fees shall be paid in respect of a seven day or 12 month period (as agreed).  Save where Lumi otherwise specifically agrees with the Customer that the Service Fees may be paid 30 days after the date of Lumi’s invoice, all Services Fees shall be paid in advance.
6.6.  A valid credit or debit card may be required for paying the Service Fees (where payment is required in advance).
6.7.  All Service Fees are exclusive of all applicable sales, excise or use taxes, or any levies, or duties imposed by relevant taxing authorities, and the Customer shall be responsible for payment of all such applicable taxes, levies, or duties.
6.8.  Access to the relevant Purchased Services may not commence, resume or continue until the relevant Service Fees that are due but which remain outstanding have been fully paid.

7.  LICENCE TO ACCESS AND USE THE SERVICES

7.1.  Subject to the Customer’s compliance with all of the terms of this Agreement, and with any rules or policies applied by any app store provider or operator from whose site the Meetoo App is downloaded, and provided that Lumi has not previously granted to the Customer (or an individual on its behalf) a licence to access and/or use Free Services or services similar to the Free Services pursuant to this or another agreement free of charge, Lumi grants to the Permitted User (on the Customer’s behalf) in respect of the relevant Free Services, a non-exclusive, non-transferable, revocable licence (without the right to grant sub-licences) to (a) use the relevant Free Services; and (b) host and display the Customer Content via the Meetoo Dashboard and Meetoo App, provided that the Customer’s use of the Free Services shall at all times be limited to the Customer’s normal educational purposes and the purposes of providing feedback to Lumi in relation to the Services (only).  For the purposes of this Agreement, “Customer Content” means the content that is generated by the Customer or Permitted User (as the meeting host) and the relevant Session Participants in relation to the Services.
7.2.  Where a Permitted User (on behalf of the Customer) wishes to access and use:
7.2.1.  the Free Services to hold Sessions (in which the Session Participants would use the Meetoo App) at any time during the Free Services  where the number of Session Participants in relation to the relevant Session exceeds 10) in circumstances where Lumi has not exercised its sole discretion pursuant to clause 6.2 ; and/or
7.2.2.  the Services to hold Sessions (in which the Session Participants would use the Meetoo App) at any time during the Freemium Services Period where the number of Session Participants in relation to the relevant Session exceeds 100); and/or
the Customer may purchase in respect of the Permitted User a relevant licence from Lumi in respect of a period of 12 months (a “12 Month Annual Plan”) (the relevant Services being the “Purchased Services”). The Customer acknowledges that, upon the expiry of the 12 Month Annual Plan, the licence shall automatically revert to a Free Services licence (upon the same relevant terms as detailed herein) if such Purchased Services are not renewed by the Customer.
 
7.3.  Subject to the Customer’s compliance with all of the terms of this Agreement, including (without limitation) payment of the relevant Service Fees in respect of the relevant period in accordance with clause 6, and subject to the Customer’s compliance with any rules or policies applied by any app store provider or operator from whose site the Meetoo App is downloaded, Lumi grants to the Permitted User (on behalf of the Customer) a non-exclusive, non-transferable, revocable licence (without the right to grant sub-licences) to (a) use the relevant Purchased Services via the Meetoo Dashboard and Meetoo App; and (b) host and display the Customer Content via the Meetoo Dashboard and Meetoo App, in each case for the period to which, and for the number of Session Participants to which, the Service Fees relate, provided that the Customer’s use of the Purchased Services shall at all times be limited to the Customer’s normal educational purposes and the purposes of providing feedback to Lumi in relation to the Services (only).  Save where terminated early in accordance with this Agreement, the Customer’s right to use the relevant Purchased Services will end on the expiry of the period to which the Service Fees that have been paid relate.
7.4.  For the avoidance of doubt, nothing in this Agreement grants the Customer any right in any source code relating to any part of the Services.
7.5.  The Customer shall be responsible for the Customer’s own conduct and content while using the Services (or any part thereof) and any consequences of this use.

8.  WARRANTIES

8.1.  No warranties in respect of Free Services
8.1.1.  Lumi does not provide any warranty pursuant to this Agreement for or in relation to the Free Services and/or the Online Information relating to the Free Services.
8.1.2.  Lumi agrees to provide the Free Services to the Customer on an “AS IS” and “as available” basis.  The Customer shall not be entitled to any financial compensation in the event of any unavailability or poor performance of the Free Services.
8.1.3.  For the avoidance of doubt, the Customer agrees and acknowledges that Lumi provides no guarantee, representation or warranty (whether statutory or otherwise) that:
8.1.3.1.  the Free Services will be available at any particular time;
8.1.3.2.  the Free Services or the Online Information will be error free or “bug free”;
8.1.3.3.  the Free Services will meet the Customer’s requirements, or those set out in any documentation provided to the Customer; or
8.1.3.4.  the Free Services are fit for a particular purpose, are of satisfactory quality or are free from defects.
8.2.  Limited warranties in respect of Purchased Services
8.2.1.  In respect of Purchased Services, Lumi warrants that:
8.2.1.1.  the Meetoo App and Meetoo Dashboard will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Online Information; and
8.2.1.2.  that the Online Information correctly describes the operation of the Meetoo App and Meetoo Dashboard in all material respects,
for a period of 60 days from the relevant Purchased Services Commencement Date (“Warranty Period”).
8.2.2.  If within the Warranty Period the Customer notifies Lumi in writing of any defect or fault in the Meetoo App and/or Meetoo Dashboard  in relation to the relevant Purchased Services as a result of which the Meetoo App and/or Meetoo Dashboard fails to perform substantially in accordance with the Online Information,  which issue Lumi has been unable to rectify within 14 days of the date Lumi receives the Customer’s notice of such defect or fault, the Customer may terminate its right to access and use the relevant Purchased Service by written notice served upon Lumi.
8.2.3.  With effect from the date of Lumi’s receipt of a termination notice referred to in clause 8.2.2, the Customer shall no longer be entitled to use or access the relevant Purchased Services, the relevant licences in respect of the relevant Purchased Services shall immediately terminate and Lumi shall arrange a full refund to the Customer of the relevant Service Fees paid in advance in respect of the relevant unexpired period(s) of such licence (provided that the Customer shall not be entitled to receive such a refund in circumstances where the Customer is in breach of any of the terms of this Agreement).
8.2.4.  The warranty given by Lumi to the Customer pursuant to this clause 8.2 shall not apply:
8.2.4.1.  if the defect or fault in the Meetoo App and/or Meetoo Dashboard results from the Customer or any Session Participant having altered or modified the Meetoo App and/or the Meetoo Dashboard or any other part of the Service; or
8.2.4.2.  if the Customer is in breach of any of the terms of this Agreement.
8.3.  Support
8.3.1.  Lumi will use reasonable endeavours to provide routine updates and releases, fix bugs, and provide email technical support in connection with the Services during the period in which the Permitted User (on behalf of the Customer) has the right to access and use the Services pursuant to this Agreement.
8.3.2.  Lumi’s customer help centre is available at: https://help.meetoo.io (or such other location as Lumi may inform the Customer from time to time) (“Help Centre”).
8.3.3.  If the Permitted User experiences a technical issue in connection with the Services, it may raise a support ticket from the Help Centre or send an email to support@meetoo.io.   Where the Customer has purchased a 12 Month Annual Plan (as defined in clause 7.2) pursuant to this Agreement, Lumi’s support team will use reasonable endeavours to respond to support tickets within 1 Business Day (a “Business Day”, for the purposes of this Agreement, being any day other than a Saturday, Sunday or public holiday in England).
8.3.4.  If the Customer has purchased a 12 Month Annual Plan pursuant to this Agreement (but not otherwise), the Permitted User may also contact Lumi via telephone (at the number provided by Lumi for such purposes) during the hours of 9am to 5pm on Business Days for support in relation to technical issues.
8.3.5.  The Customer agrees that, where appropriate and possible, Lumi will use reasonable endeavours initially to implement a temporary fix to each technical problem with the Services, before using reasonable endeavours to implement a more permanent solution.
8.3.6.  The Customer agrees that the support provided by Lumi in respect of  performance issues in connection with the Services shall not extend to issues that:
8.3.6.1.  are caused by factors outside of Lumi’s reasonable control, including any Force Majeure Event (as defined in clause 8.4);
8.3.6.2.  result from any actions or inactions of the Customer or any third party; and/or
8.3.6.3.  result from the Customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Lumi’s direct control).
8.4.  Force Majeure Events
Lumi shall not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by any act or event beyond its reasonable control, including failure of public or private telecommunications networks (“Force Majeure Event”).

9.  CONDITIONS OF ACCESS TO AND USE OF THE SERVICES

9.1.  The Customer’s and the Permitted User’s access to and use of the Online Information and/or the Services must comply with:
9.1.1.  all applicable Lumi policies and guidelines (including, without limitation, security policies and privacy policies), technical requirements and documentation; and
9.1.2.  all applicable laws (including, without limitation, the applicable laws of the Customer’s jurisdiction relating to online conduct, acceptable content, data collection, privacy, and the export of data).
9.2.  This Agreement does not grant the Customer or the Permitted User any rights in relation to any services, materials, content, or data other than the right to access and use the Online Information and/or the relevant Services, subject to and in accordance with this Agreement.
9.3.  The Customer will not, and will not permit the Permitted User, Session Participants or other third parties to:
9.3.1.  use the Services to violate the law or for any unauthorised purpose;
9.3.2.  use the Services to promote or provide instructional information about illegal activities;
9.3.3.  use the Services to infringe upon the copyright, trademark or other intellectual property rights of Lumi or any other person or body;
9.3.4.  in relation to the use of the Services, impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations (such as, copyright or trademark symbols), or labels of the origin or source of services, software, or other materials;
9.3.5.  attempt to modify, reverse engineer, reverse compile, or otherwise alter any part of the Services;
9.3.6.  in relation to the use of the Services, submit, post or upload any content that is obscene, sexually explicit, indecent or otherwise objectionable;
9.3.7.  submit any content during the use of the Services that is discriminatory, abusive, intimidating, hateful or threatening towards any individual or group;
9.3.8.  submit any content during the use of the Services that is libelous or defamatory;
9.3.9.   in relation to the use of the Services, harass, stalk, or otherwise violate any legal rights (such as the rights of privacy and publicity) of others;
9.3.10.  interfere with or disrupt any part of the Services, or servers or networks related to the same, or disobey any requirements, procedures, policies, or regulations of networks related to the Online Information and/or the Services;
9.3.11.  create Accounts by automated means or under false or fraudulent pretenses;
9.3.12.  in relation to the use of the Services, access any data that is not intended to be accessed by users;
9.3.13.  copy, store, or cache any of the Customer Content or any part of the Services, except for the purpose allowed;
9.3.14.  commercially exploit any item or thing that relates to (or is part of) the Services, without Lumi’s prior consent;
9.3.15.   in relation to the use of the Services, transmit any virus, worm, defect, Trojan horse, or any other item intended to destroy, surreptitiously interfere with, expropriate, or exert unauthorized control over any system or data or to defraud any person;
9.3.16.  deploy to the Services (or any part thereof) any application designed to retrieve, index or “data mine” information; or
9.3.17.   create or attempt to create a substitute or similar service or product as that of the Services; (or any part of them) through use of or access to them or proprietary information related to them.
9.4.  While this Agreement prohibits such content and conduct, the Customer agrees and acknowledges that Lumi shall not be responsible for the content posted on or uploaded to the Services, and that the Customer uses the same at the Customer’s own risk.
9.5.   The Customer agrees that a breach of this clause may constitute an offense under the Computer Misuse Act 1990 (or other relevant law and/or regulations) and, in the event of such a breach, Lumi reserves the right to report such breaches to the appropriate enforcement authorities and to terminate the Customer’s right to access and/or use the Online Information and/or the whole or any part of the Services.

10.  RESERVATION OF RIGHTS

10.1.  Lumi and its licensors and suppliers retain all right, title, and interest in and to all parts of the Services and the Online Information and all intellectual property rights in any of the Services and the Online Information.
10.2.  The Customer represents and warrants that it owns or has the necessary rights in and to all content that the Customer or any Permitted User uploads or posts to any part of the Services.
10.3.  As between Lumi and the Customer, the Customer will retain ownership of any content that the Customer, any Permitted User or any Session Participant uploads or posts to any part of the Services.  The Customer grants to Lumi a non-exclusive, royalty-free, worldwide, assignable licence (with the right to grant sub-licences) to use, store, reproduce and display any content the Customer, any Permitted User or any Session Participant uploads or posts to the Services (or any part of the Services) to the extent reasonably necessary to operate and/or enhance the Services, subject to the terms of this Agreement.
10.4.  This Agreement does not grant any rights to the Customer in respect of any logo, trademark, or service mark of Lumi, and the Customer will not use any such logo, trademark, or service mark for any purpose without Lumi’s prior written approval.
10.5.  The Customer agrees that it will not claim or imply that Lumi has sponsored or endorsed the Customer, the Customer Content, or any website, product, service or application of the Customer.

11.  CONFIDENTIALITY

11.1.  The Customer shall not make, or permit any person to make, any public announcement or issue any press release concerning any part of the Services, the Online Information, and/or this Agreement without the prior written consent of Lumi, except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

12.  FEEDBACK

12.1.  The Customer hereby transfers to Lumi all rights, title and interest in any information or commentary provided by the Customer (and/or any Permitted User or Session Participant) relating to the use or functionality of the Services and/or the Online Information and any Intellectual Property Rights embodied therein (“Feedback”). All rights in any modifications or enhancements to Services and/or the Online Information made as a consequence of the Feedback shall be owned by Lumi.

13.  CHANGES TO THIS AGREEMENT AND THE SERVICES FEES

13.1.  Lumi may amend this Agreement from time to time. Clause 1.5 sets out when this Agreement was last amended and which clauses were changed with effect from that date.
13.2.  Every time the Customer and/or the Permitted User and/or a Session Participant uses and/or accesses the Services, the terms of this Agreement that are in force at such time shall apply.
13.3.  If Lumi wishes to amend this Agreement (which shall include, without limitation, and where relevant, a change to the Services Fees), Lumi will provide reasonable advance notice of the proposed amendments; and (where relevant) the licence for Purchased Services (and the Customer’s right to use and/or access the Purchased Services) may be cancelled pursuant to this clause 13.3 if the proposed amendments are not agreed by the Customer. If the Customer elects to cancel the licence for Purchased Services (and the Customer’s and Permitted User’s right to use and/or access the relevant Purchased Services) pursuant to this clause 13.3 (which the Customer may only do within 30 days of the date of Lumi’s notice of the relevant amendments), the Customer shall notify Lumi in writing, and on receipt of such notice the Customer and its Permitted User shall no longer be entitled to use or access the relevant Services, the relevant licence in respect of the Purchased Services shall immediately terminate and Lumi shall arrange a full refund to the Customer of the relevant Service Fees paid in advance in respect of the relevant unexpired period(s) of such licence (provided that the Customer shall not be entitled to receive such a refund in circumstances where the Customer is in breach of any of the terms of this Agreement) but for clarity shall not give rise to any right for the Customer to terminate this Agreement.
13.4.  Any documents or websites incorporated into this contract by reference or link may be modified and updated from time to time by Lumi, and upon such modification or update will be deemed a part of this Agreement.

14.  CHANGES TO THE SERVICES

14.1.  In respect of the Free Services :
14.1.1.  Lumi may change any part of the Free Services (or the manner in which they are delivered); and
14.1.2.  Lumi may require the Customer and/or the Permitted User to obtain and use the most recent versions of the Meetoo App and/or the Meetoo Dashboard from time to time.
14.2.  If any change to the Free Services (or the manner in which they are delivered) is not accepted by the Customer, the Customer and the Permitted User may stop using the Free Services (and the Customer shall have no other remedies in relation to the change).
14.3.  In respect of the Purchased Services:
14.3.1.  Lumi may change any part of the Purchased Services (or the manner in which they are delivered) from time to time, provided that if Lumi wishes to do so, Lumi will provide advance notice of the proposed changes; and the relevant licence for Purchased Services (and the Customer’s and each Permitted User’s right to use and/or access the Purchased Services) may be cancelled pursuant to this clause 14.3 if the proposed changes are not agreed by the Customer. If the Customer elects to cancel the licence for Purchased Services (and the Customer’s and each Permitted User’s right to use and/or access the relevant Purchased Services) pursuant to this clause 14.3 (which it may only do within 30 days of the date of Lumi’s notice of the relevant changes, and only in relation to the Purchased Services that are proposed to be changed), the Customer shall notify Lumi in writing, and on receipt of such notice the Customer and its Permitted User shall no longer be entitled to use or access the relevant Purchased Services, the relevant licences in respect of the relevant Purchased Services shall immediately terminate, and Lumi shall arrange a full refund to the Customer of the relevant Service Fees paid in advance in respect of the relevant unexpired period(s) of such licence (provided that the Customer shall not be entitled to receive such a refund in circumstances where the Customer is in breach of any of the terms of this Agreement); and
14.3.2.  Lumi may require the Customer to obtain and use the most recent versions of the Meetoo App and the Meetoo Dashboard from time to time.
14.4.  Lumi shall not be liable for any losses or costs that the Customer incurs of any kind which relates to any changes to any of the Services.
14.5.  The Customer’s continued use of the Services (or any part of them) following any update or change to them will constitute the Customer’s binding acceptance to the update or change.

15.  SUSPENSION AND CANCELLATION OF THE SERVICES

15.1.  Lumi may suspend and/or cancel the Customer’s right to access and/or use all or any part of the Free Services or remove any content from any part of the Services (insofar as they relate to the Free Services) immediately at any time and for any reason.
15.2.  Lumi may immediately suspend and/or cancel the Customer’s right to use and/or access all or any part of the relevant Purchased Services or remove any content (including without limitation Customer Content) from the Service (insofar as it relates to the relevant Purchased Services) immediately in circumstances where the Customer is in breach of any of the terms of this Agreement, including where the Customer has failed to pay the Service Fees on the date that they become due and payable in accordance with any applicable invoice.
15.3.  On the date of the expiry, termination, suspension or cancellation of the Customer’s right to use and/or access the last of the Services provided pursuant to this Agreement, the Customer’s (and each Permitted User’s) right to use its Account shall also expire.
15.4.  The Customer acknowledges that the Customer Content may not be able to be retrieved by the Customer (or any Permitted User or Session Participant) upon the expiry, cancellation, suspension or discontinuation of any of the Services and/or its Account in accordance with this Agreement.

16.  INDEMNITY

16.1. The Customer will indemnify and hold Lumi (and its directors, officers, affiliates, and/or agents) harmless from and against any and all loss, liability, cost and expense (including reasonable legal fees and costs) suffered or incurred by reason of any claim, proceeding, or legal action based on or arising out of any breach (or alleged breach) by the Customer of any part of this Agreement, or that otherwise relates to the Customer Content or the Customer’s or Permitted User’s use of the Service.

17.  ATTRIBUTION AND ADVERTISING

17.1.  Lumi may display its or the “Meetoo” trademark(s) or logo(s) on the Online Information and/or through the provision of the Services and, if Lumi does so, the Customer will not remove, modify, or interfere with the display or viewing of these trademarks or logos.
17.2.  Lumi may:
17.2.1.  display the Customer’s name, trademark(s) and/or logo(s) on the Online Information and/or through the provision of the Services or services similar to the services that are provided to other customers of Lumi, and/or otherwise (by any means), and
17.2.2.  disclose that the Customer uses the Service,
in each case for marketing purposes and, where Lumi does so, the Customer will not remove, modify, or interfere with the display or viewing of the same.
17.3.  The Customer will display, and the Customer will not remove, alter or obscure, any attribution information provided by Lumi in connection with the Services.

18.  LUMI APP TERMS AND CONDITIONS

18.1. The terms and conditions located at http://lumiinsight.com/english-terms-and-conditions-uk-and-rest-of-world/ (which may be updated from time to time),  or such other terms as Lumi may specify from time to time (the “Lumi App Terms and Conditions”), shall apply to end users’ use of and access to the Services, and participation in the App Activities.

19.  PRIVACY

19.1.  In relation to the provision of the Services, the individuals using the Services including any Session Participant (in each case in their personal capacity) may be asked to provide certain information to Lumi.  Lumi’s use of any information provided by such individuals will be governed by this Agreement and Lumi’s Privacy Policy which can be accessed via the following link: http://lumiinsight.com/en-gb/english-lumi-privacy-policy-2/ The Customer shall procure that each such individual is asked to read this policy, which forms part of this Agreement as if it was set out in full here.
19.2.  Lumi is committed to protecting the privacy and personal data of all its customers including children.  Lumi acknowledges that the Services may be used by children (any person under the age of 18 years). Lumi does not require that children or minors provide personal data (as defined in the Data Protection Act 1998 (“DPA”)) to it (nor is it a requisite for using the Services), but acknowledges that, in the course of using the Services, children may voluntarily, or inadvertently, submit personal data to Lumi.
19.3.   Where the Customer and/or a Permitted User intends to use the Services with children, the Customer shall procure that it will first obtain the express consent of each child’s parent or guardian to Lumi’s use of relevant personal data relating to each relevant child in accordance with Lumi’s Privacy Policy, which can be accessed via the following link: http://lumiinsight.com/en-gb/english-lumi-privacy-policy-2/ prior to permitting the relevant child or children to access or use the Services in any way.
19.4.  The Customer hereby agrees to indemnify Lumi in respect of any and all loss (including reasonable legal fees) suffered or incurred by Lumi arising out of any action brought against Lumi in respect of a breach of applicable data protection laws in connection with personal data processed by Lumi on behalf of the Customer, a Permitted User or a Session Participant under or in connection with this Agreement.

20.  LIMITATION ON LIABILITY

20.1.   This clause 20 sets out Lumi’s entire financial liability (including any liability for the acts or omissions of Lumi’s employees, licensors, agents, assigns, successors and sub-contractors) to the Customer:
20.1.1.  arising under or in connection with this Agreement;
20.1.2.  in respect of any use of the Services and Online Information or any part of them; and
20.1.3.  in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
20.2.  Except as expressly and specifically provided in this Agreement:
20.2.1.  the Customer assumes sole responsibility for the Customer Content and any results obtained from the Customer’s and Permitted User’s use of the Services and the Online Information, and for conclusions drawn from such use. Lumi shall have no liability for any actions taken by Lumi at the Customer’s direction;
20.2.2.  save as expressly provided in this Agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
20.2.3.  the Services and the Online Information are provided to the Customer and the Permitted User on an “as is” and “as available” basis.
20.3.   Nothing in this Agreement excludes a party’s liability:
20.3.1.  for death or personal injury caused by a party’s negligence; or
20.3.2.  for fraud or fraudulent misrepresentation; or
20.3.3.  for any liability to the extent that it cannot be lawfully limited or excluded by applicable law.
20.4.  Subject to clause 20.2 and clause 20.3:
20.4.1.  Lumi shall not be liable to the Customer, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise, however arising under or in connection with this Agreement for:
20.4.1.1. loss of profits;
20.4.1.2. loss of sales or business;
20.4.1.3. loss of agreements or contracts;
20.4.1.4. depletion of goodwill;
20.4.1.5. loss of anticipated savings;
20.4.1.6. loss or corruption of software, data or information; and
20.4.1.7. any special, indirect or consequential loss.
20.4.2.  in respect of the Free Services, Lumi shall not be liable for any damages or loss arising under or in connection with this Agreement and/or the Customer’s or the Permitted Users’ use of, or inability to use, the Free Services, or any part of the Free Services howsoever caused and whether arising in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise; and
20.4.3.  in respect of the Purchased Services, Lumi’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the Service Fee (or proportion of the Service Fee) paid by the Customer insofar as it relates to the month in which the relevant event giving rise to the liability occurs, and insofar as it relates to the relevant Purchased Service that directly relates to such event.
20.5.   The Customer agrees and acknowledges that Lumi does not certify, nor endorse, and Lumi shall have no obligation to certify or endorse, any aspect of any meeting, Session or event in relation to which the Services are performed or used.
20.6.   The Customer agrees that the Customer is responsible, and the Customer will not hold Lumi liable in respect of: (a) the Customer’s meeting, Session or event); (b) the Customer’s information technology environment; (c) any content or other service displayed in or through, accessed via or relating to, the Meetoo Dashboard and/or the Customer application(s), and/or (d) any use, display or implementation of the data, content and information that Lumi makes available to the Customer and/or the Permitted User in connection with this Agreement.

21.  ASSIGNMENT

21.1.  Lumi may assign this Agreement, in whole or in part, at any time with or without notice to the Customer.
21.2.  The Customer may not assign this Agreement, or any part of it, to any other person without Lumi’s prior written consent, . Any attempt by the Customer to do so is void.
21.3.  The Customer may not transfer to anyone else (other than the Permitted User), either temporarily or permanently, any rights to use the Services or any part of the Services.  A Permitted User may not transfer to anyone else either temporarily or permanently, any rights to use the Services or any part of the Services.

22.  NO RIGHTS OF THIRD PARTIES

22.1.  No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

23.  INTERPRETATION

23.1.  Each provision of this Agreement shall apply to the maximum extent permitted by law. If any provision of this Agreement is unenforceable, the remainder of the provision and this Agreement will be fully enforced so as to effect (insofar as possible) the parties’ intent.

24.  NOTICES

24.1.  Each party consents to the other sending any information related to this Agreement by email.  The Customer may withdraw the Customer consent to this, but if the Customer does, Lumi may terminate this Agreement and the Customer’s right to access and use the Services.
24.2.  Notices provided by email will be deemed given and received on the email transmission date.
24.3.   The Customer warrants and represents that, for so long as the Customer or its Permitted User(s) accesses or uses the Services, the Customer will have, or will have access to, the necessary software and hardware to receive notices by email (at the email address provided to Lumi by a Permitted User).  Notices provided to Lumi by email pursuant to this Agreement should be sent to both of the following email addresses: hello@meetoo.io and support@meetoo.io (or such other replacement email address(es) of which Lumi notifies the Customer from time to time).

25.  MISCELLANEOUS

25.1.  Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
25.2.  Only written waivers of the terms of this Agreement will be effective.
25.3.  In relation to this Agreement, the Customer will comply with (and procure that the Permitted User complies with) all applicable laws and the requirements of any government or regulatory body having jurisdiction. To the extent that the Customer’s and/or Permitted User’s access to or use of the Services would infringe any applicable laws of a jurisdiction other than England, then the Customer and/or Permitted User is prohibited from accessing or using the Service or attempting to carry on any such offending activity, and this provision shall override all other provisions of this Agreement.
25.4.  All rights and remedies under this Agreement are cumulative.
25.5.  Except as otherwise expressly stated in this Agreement, this Agreement is the parties’ entire agreement relating to the subject matter of this Agreement, and supersedes all related prior and contemporaneous communications and agreements.
25.6.     The English language applies to, and shall be used to interpret the terms of, this Agreement.

26.  GOVERNING LAW AND JURISDICTION

26.1.  This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
26.2.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).