Last Updated September 23, 2020
This License and Service Agreement (the "Agreement") is an agreement between Luminati Networks Ltd., ("Luminati") with address at 3 Hamahshev St., Netanya 4250713, Israel, and you or the entity you represent ("Client"). This Agreement takes effect when you sign up to Luminati or, if earlier, when you access or use the System or Service (the "Effective Date"). If you are using the System or Service on behalf of an entity, you represent to us that you are lawfully able to enter into this Agreement on behalf of the Client.
1.1 Luminati has developed, owns and offers a service which enables browsing the internet anonymously by redirecting users' communication through other users' devices (the "System"). This is available for commercial use under this agreement.
1.2 During the term of this Agreement Luminati grants the Client a limited license (with no right to sublicense) to access and use the System solely for the purpose of Client's internal business operations
1.3 Luminati reserves any and all rights not expressly granted in this Agreement, including, without limitation, any and all rights to the System and/or Service.
2.1 Luminati had developed, owns and offers a data collector service (the "Service") which collects and delivers publicly available data (the "Data") to its users, subject to the terms in this Agreement.
2.2 Luminati will not provide the Service or Data where such provision may, in Luminati's sole discretion, infringe or violate any applicable laws or regulations or any other third party rights.
LUMINATI IS PROVIDING THE USE OF THE SYSTEM AND THE DATA ON "AS IS" BASIS AND IT EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED TO THE CONDITION, VALUE OR QUALITY OF THE SYSTEM OR THE DATA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY, ACCURACY, ABSENCE OF VIRUSES OR ANY DEFECT THEREIN, WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. LUMINATI FURTHER EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE USE OF THE SYSTEM OR DELIVERY OF THE DATA WILL BE CONTINUOUS, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY INFORMATION CONTAINED THEREIN WILL BE ACCURATE OR COMPLETE.
The Client warrants, represents and covenants to Luminati that it shall:
4.1 Not use the System or the Services in violation of applicable law or regulations or any third party rights (including intellectual property rights), or for governmental uses. Not use the System in any manner or for any purpose other than as stated in the intended use case provided to Luminati.
4.2 Not use the System to: (i) distribute cracking, warez, ROM, virus, adware, worms, trojan horses, malware, spyware or any other similar malicious activities and products or any other computer code, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment; (ii) cause any network resource to be unavailable to its intended users, including, without limitation, via "Denial-of-Service (DoS)" or "Distributed Denial-of-Service (DDoS)" attack; (iii) distribute any unlawful content or encourage any unlawful activity; (iv) cause any damage or service disruption to any third party computers or service; or (v) enhance or operate a service that competes with the System or Services, or assist any other party to do so
4.3 Not use other systems, products or services that infringe upon the patents and other intellectual property rights of Luminati.
4.4 Not engage in any reselling of the System or Data in whole or in part.
4.5 To the extent that the use of the System or the Data will contain any personal information, then the provision of the Service will also be subject to Luminati's Data Processing Agreement
4.6 The Client will be solely responsible for any actions it performs based on the use of the System or Data.
4.7 The Client is responsible for protecting its personal username and/or password to the System. The Client may not share its account privileges with anyone or knowingly permit any unauthorized access to the System. The accounts of those involved will be disabled if sharing is detected.
5.1 Following the free trial period (if granted by Luminati), Client will enter a valid payment method as a condition for further use or access to the System or the Service, at the consideration stated in the Client's dashboard or in a specific insertion order or other statement of work (the "Subscription Fees"). The Subscription fees are non-cancelable and non-refundable.
5.2 Prices are net of any withholding or other taxes and the Client shall be responsible for payment of all such applicable taxes, levies, or duties.
5.3 Client consents to receive electronic invoices and receipts from Luminati.
In no event will Luminati be liable under this Agreement for any consequential, special, indirect or punitive damages or for any loss, profits or revenue (whether in contract, tort, negligence or any other legal theory) in any way relating to this Agreement (“Event”), even if Luminati had been informed in advance of the possibility of such damages. Luminati's aggregated liability under this Agreement for any claim or damage or series of such is limited to the amount of fees actually received by Luminati from Client under this Agreement during the one month period prior to the Event.
Luminati in its sole discretion and at any time, may suspend Client's right to access or use the System or the Service and Data immediately upon notice to Client if Luminati, at its sole discretion, determines that:
(a) Client's use of or registration for the System or Service (i) poses a security risk to the System or any third party, (ii) may adversely impact the System or any other Luminati client, including by way of causing a user to be blocked from certain websites, networks or services, (iii) may subject Luminati, its affiliates, or any third party to liability, or is in breach under any applicable laws or regulations, (iv) may be fraudulent, or (v) may disparage or devalue Luminati's reputation or goodwill; or
(b) Client is in breach of this Agreement, including if Client is delinquent on payment obligations.
(c) Client has violated any of its representation and warranties under this Agreement or any other representation and warranties provided to Luminati associated with Client's use of the System or Service.
Luminati shall have the right, but not the obligation, to monitor Client's use of the System for billing purposes and to verify no misuse or network abuse. Luminati may share the Client's relevant information with any authority in case of a complaint or a lawsuit, if Luminati determines that it is necessary to comply with law, regulation, subpoena or court order.
9.1 This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
9.2 Unless agreed otherwise in a separate schedule or statement of work, either party shall have the right to terminate this Agreement immediately at any time by providing the other party an advance written notice until the end of that calendar month. The agreement will terminate at the end of the calendar month at which the written notice was received, without the party incurring any liability towards the other party by virtue of such termination.
Luminati shall be entitled to terminate this Agreement immediately for “cause” by written notice to the Client if (a) any act or omission by Client entitles Luminati to suspend its access or use of the System or Service as described in Section 7.; (b) the Client is in breach of any representation or warranty found in this Agreement or any other representation and warranties provided to Luminati associated with Client's use of the System or Service; (c) the Client engages in any action or activity that, in Luminati's sole discretion, places Luminati at risk under any applicable laws or regulations. Luminati shall not be liable to the Client or any third party for the termination of this Agreement.
9.3 Upon termination, any outstanding consideration amounts shall immediately become due and payable (including without limitation, for Data collected, even if not yet provided to the Client), the license granted herein shall be terminated and the Client shall immediately stop using the System or Service and Data, as applicable.
10.1 This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein.
10.2 All notices or other communications hereunder shall be given by email to the email address provided by the parties as part of the registration to the System or Service.
10.3 This Agreement shall be governed by the laws of the State of Israel, excluding its conflict of law rules, and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction over the parties.
10.4 If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
10.5 No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof.
10.6 Luminati may, at any time, and at its sole discretion, modify this Agreement, with or without notice to the Client. Any such modification will be effective immediately upon public posting. Client's continued use of the Systems and Service following any such modification constitutes acceptance of the modified Agreement.