Terms and Conditions
This is a legal agreement between you and Luminous Tec stating the terms that govern your use of any service provided by Luminous Tec. This agreement – with all updates, additional terms, software licenses, and all of Luminous Tec’s rules and policies – collectively constitutes the “agreement” between you and Luminous Tec. If you do not agree to these terms, do not use
Luminous Tec for service. By signing any agreement, proposal, or quote, you must accept and abide by these terms as presented to you: changes, additions, or deletions are not acceptable, and Luminous Tec may refuse access to our services, console, server, mail server, or any other system for noncompliance with any part of this agreement.
1.1 GENERAL. This Agreement sets forth the terms under which Luminous Tec will provide development, hosting, licensing services and other (“Service”) to you.
1.2 LICENSING SERVICES. Luminous Tec agrees to grant you a nonexclusive license to use the software developed by Luminous Tec, to the extent that you will not resell the software to third parties. You agree to pay Luminous Tec for licensing services as follows:
The systems made available through the Service are licensed, not sold, to you. Your license to each system that you obtain through the Service is subject to your prior acceptance of this agreement, and you agree that the terms of this agreement will apply to each system that you license through the Service. Your license to any Luminous Tec system under this agreement is granted by Luminous Tec. Any system that is subject to the license granted under this agreement is referred to herein as the “Licensed Application”. Licensor reserves all rights in and to the Licensed Application not expressly granted to you under this agreement.
1. SCOPE OF LICENSE: This license granted to you for the Licensed Application by Licensor is limited to a non-transferable license to use the Licensed Application. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Licensor. If you breach this restriction, you may be subject to prosecution and
The terms of the license will govern any upgrades provided by Licensor that replace and/or supplement the original system, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
2. TERMINATION. The license is effective until terminated by you or the Licensor. Your rights under this license will terminate automatically without notice from the
Licensor if you fail to comply with any term(s) of this license. Upon termination of the license, you shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
3. For those websites hosted by Luminous Tec, Luminous Tec’s licensing services fee shall include the applicable hosting fee, or as otherwise stated on your
1.3 TECHNICAL SUPPORT AND OTHER DEVELOPMENT SERVICES. For all software development, upgrades, and labor performed by Luminous Tec, you agree to pay Luminous Tec at Luminous Tec’s current rate for said services rendered by Luminous Tec.
1. Standard completion of labor will be done within five business days upon receipt of the request unless otherwise agreed upon
2. Rush completion of labor will be done within 24 hours of the first business day of receipt of the request. Luminous Tec’s current rush labor rate 2x the standard rate.
3. Luminous Tec will notify you with (60) sixty days’ advance notice of any increase in rates.
1.4 PAYMENT TERMS. Payment can be made via cash, check, money order, credit card, or PayPal. If you decide to make payment using a credit card, for payment of any and all services rendered pursuant to this Agreement, Luminous Tec will charge fees for such services against your credit card account per the terms provided on your invoice.
You must notify Luminous Tec of any changes to your card account (including, applicable account number itself or cancellation or expiration of the account), your billing address, or any information that may prohibit Luminous Tec from charging your account. Payments will be applied towards your oldest outstanding
invoice by Luminous Tec, regardless of indicated invoice numbers or other
Credit card and PayPal payments must be done online using a link sent via email. Credit orders must be paid online and are subject to an online payment convenience fee of 3.5% (4.5% for AMEX).
There is a $75 fee for all returned checks. All payments are due upon receipt of your invoice.
All invoices will be emailed to you. Please make sure to whitelist our email address. We are not responsible for late invoices due to spam or junk filters.
If your account is unpaid past 60 days Luminous Tec will send your invoice to a collection’s agency. The collections agency may charge a fee based on their discretion. That fee will be added to the total of your invoice.
Should your account require litigation, you will also be responsible for all legal fees. All court proceedings will be in state of California.
No programming will be done on Saturday, Sunday or holidays.
Travel and related expenses will be billed at cost on a monthly basis as incurred.
Costs associated with project archive retrieval may be billed additionally.
Sales and Use taxes will be re-billed in accordance with applicable state laws.
Work on a project will begin once payment is received.
Before we start the project, we will ask you for a non-refundable initial deposit. This deposit will be used towards assigning resources to start working with you on your project.
While onboarding the project, the cost estimate provided to you is based on the project scope defined for the project. Any changes to scope will require additional effort. Project team will ask you for approval of additional scope prior to any additional billing.
Large projects are broken down into deliverable milestones in agreement with the client. Client approval and payments are due at the end of each milestone.
Throughout the lifecycle of the project, Luminous Tec’s Project Team and the Client will be required to approve and sign off at various project milestones. The payment milestones are based on the work completed on the project, and the payments made are non-refundable as Luminous Tec Team has already completed the work and has been approved by client to start the development and delivery of the next milestone.
Late Fees. If you fail to pay any fees and taxes before the applicable due date for credit card or invoice payments, Luminous Tec will assess late charges equal $35 per month or 15% of the outstanding amount per month, whichever is greater and will increase by 15% every 30 days until final payment has been made. If you fail to fully pay any fees within 10 days after the applicable due date, it will be deemed as a material breach of this Agreement, justifying Luminous Tec to suspend its support and terminating this Agreement.
If your account is unpaid past 60 days, Luminous Tec will send your invoice to a collection agency. The collections agency may charge a fee based on their discretion.
That fee will be added to the total of your invoice, and you will be hold responsible for paying it in full. Should your account require litigation, you will also be responsible for
all legal fees, including any legal fees incurred by Luminous Tec. All court proceedings will be in Orange County, CA.
Account Freeze. If You are behind on invoices or are considered PAST DUE as defined by Luminous Tec, your account can be frozen. An account freeze ceases
any development projects. New work cannot be ordered, support will be withheld and some or all services may be partial or entirely disabled. An account freeze will be lifted when new payment terms are agreed upon or account is current. There may be additional charge to restore your accounts once they are Frozen.
If Luminous Tec terminates for you material breach, you must still pay past due fees plus interest. You are responsible for any costs Luminous Tec may incur in enforcing collection, including reasonable attorneys’ fees, court costs and collection agency fees. If you reinstate services, you must pay any fees associated with reinstating Services.
2. Hosting Responsibilities and Restrictions
2.1 YOUR RESPONSIBILITES
1. MATERIAL PRODUCT REQUIRMENTS. You must ensure that all material and data placed on Luminous Tec’s equipment is in a condition that is “server-ready,” which is in a form requiring no additional manipulation by Luminous Tec. Luminous Tec will make no effort to validate any of this information for content, correctness or usability. If your material is not “server-ready”, Luminous Tec may reject this material. Luminous Tec will notify you of its refusal of the material and
afford you the opportunity to modify the material to satisfy Luminous Tec’s requirements. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your web sites. You must have the necessary knowledge to create and maintain a web site. Luminous Tec does not provide this knowledge or support outside of the Services.
2. BANDWIDTH, STORAGE and EMAIL USAGE. For Services, You will not exceed the bandwidth, storage and E-mail usage limits in place at time of this agreement. If you use any excessive bandwidth or storage space, Luminous Tec may, in its sole discretion, assess you with additional charges, suspend the Service, or terminate this Agreement. If Luminous Tec elects to take any corrective action, Luminous Tec will not refund any unused pre-paid fees. Your use of your account and access to it is your responsibility. You are responsible for any unauthorized access to your account resulting in bandwidth, storage and/or E-mail usage exceeding the limits agreed upon and resultant charges. You may not send spam, or any other mass unsolicited email messages.
If you are sending bulk email blasts, you may be required to upgrade to a bulk email plan. You may be subject to a fine if you continue to send bulk mail without a bulk mail-eligible account after one warning. Your bulk/spam email marketing blasts and messages may be deleted and/or delayed by our staff if determined to be in violation of this agreement. Once you receive notice of abuse/misuse of your email services, you are not permitted to repeat the abuse/misuse. If you fail to comply, your email services may be temporarily or permanently disabled.
3. You understand you may disable functions, lose data or cause other harm when editing your site. Luminous Tec may assist with support at the agreed upon hourly rate, if requested by you.
4. You are responsible for safekeeping of any credentials, or access provided to you by Luminous Tec. You may be required to pay any cost incurred by Luminous Tec if found to have compromised the server in any way.
5. You are responsible to inform Luminous Tec if you change or cancel service. For example, if you move the hosting of your site to another provider, you need to
cancel your service with Luminous Tec. If you do not notify Luminous Tec of cancelation of service, you will continue to be billed, as service is still being rendered. Luminous Tec does not track your usage of our services in this regard.
6. You are solely responsible for your content, including but not limited to images, video, audio, and written works. If we are made aware that your content in anyway violates copyright or intellectual property rights we may remove it from our servers. We will notify you of such removal.
3. Term and Termination
3.1 TERMINATION FOR BREACH. Luminous Tec may terminate this Agreement at any time with no prior written notice to you, if you materially breach any term or condition of this Agreement and fail to cure the breach within a reasonable amount of time.
3.2 EFFECT OF TERMINATION. In the event of any termination of this Agreement by You, no refunds will be given. You understand that all of your rights under this Agreement shall cease promptly on the termination of this Agreement. Upon any expiration or termination of this Agreement Luminous Tec shall, at the applicable cost to you:
1. Download a copy of all software, tools, data, text, pictures, sound, graphics, logos, marks, symbols, video, and any other materials or information incorporated into, used in conjunction with, or otherwise made available on or through, the websites via FTP or other means deliver such materials to you in a reasonable time period. Proprietary code, systems or other software that are not your property, will not be included in such download
2. If the transfer does not require a change in the Domain Name, Luminous Tec will cooperate with you in assigning a new IP address to the Domain Name as you may
request and transferring all operations of the given website as chosen by you. Domain name transfers may be billed at the agreed upon hourly rate if transfer is requested by you. If you are behind on payment, any changes to Domain Names and or DNS may be delayed until payment in full is received.
3. If you wish to transfer your site to another host, Luminous Tec will provide a static export of all your files, images and site documents. Any licensed product will not be provided. Such products may include content management, e-commerce platform, mail server software, media gallery, blog and site submissions management.
4.1 PERFORMANCE WARRANTIES.
Luminous Tec represents, warrants, and covenants that:
1. Luminous Tec provides no warranty on any code, site or server that you have direct access to, unless agreed to in writing. Luminous Tec is not responsible for the
code, page or content placed or maintained by you on Luminous Tec’s servers.
2. Luminous Tec reserves the right to shut down and/or deny access to any site or process if is appears to be a security risk. You will not use access to commit any
malicious acts (intentionally or unintentionally) upload scripts, install or develop software or other files that may compromise or harm the server, applications running on the server, and/or data on the severs.
3. If your website is down for a reason out of our control, Luminous Tec will attempt using our best efforts to restore service. No refunds will be given for outages. Luminous Tec will not reimburse or compensate you or your company for any loss of business, damages or other penalties you may incur because of the outage. If you are not satisfied with the level of service being provided, please terminate this agreement. An outage is defined as a server that is not responding to a PING request, or cannot be accessed by multiple internet connected machines. Site downtime caused by You (common examples are DNS settings changes and domain name registration problems) are not defined as outages. Missing functionality/settings, and/or broken pages are not considered outages.
4. Any training, explanation of site structure or file questions answered by Luminous Tec, may be subject to the agreed upon hourly rates.
4.2 YOUR INDEMNITY. You shall defend Luminous Tec against any third-party claim, action, suit, or proceeding: (a) alleging facts that (if true) would constitute a breach of any warranty contained in Section 4.1; or (b) otherwise arising from any alleged act, omission, or misrepresentation by You under this Agreement. You shall indemnify Luminous Tec for all losses, damages, liabilities, costs, and expenses (including without limitation, reasonable attorney fees) incurred by Luminous Tec, its affiliates or its and their officers, directors, employees, and shareholders as a result of or in connection with any such claim, action, suit, or proceeding.
4.3 INDEMNITY PROCEDURE. An indemnifying party’s obligations under this Section 4 are conditioned on the indemnified party: (a) giving the indemnifying party prompt written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity under subsection 4.2; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.
5. General Provisions
5.1 ENTIRE AGREEMENT. This Agreement constitutes the whole and entire agreement of the parties with respect to the subject matter of this Agreement, and it will not be modified or amended in any respect except by a written instrument executed by all the parties.
5.2 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
5.3 GOVERNING LAW AND SEVERABILITY. This Agreement will be construed and enforced in accordance with the laws of the state of California. If any provision of this Agreement is determined by any court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable to any extent, that provision will, if possible, be construed as though more narrowly drawn, if a narrower construction would avoid that invalidity, illegality, or unenforceability or, if that is not possible, the provision will, to the extent
of that invalidity, illegality, or unenforceability, be severed, and the remaining provisions of this Agreement will remain in effect.
5.4 CAPACITY. Each party represents and warrants to the other party that each has the capacity and capacity and authority to enter into this Agreement.
6. Unsolicited Idea Submission Policy.
Luminous Tec or any of its employees do not accept or consider unsolicited ideas, including ideas for new advertising campaigns, marketing strategies, new or improved products, technologies, services, processes, materials, or new product names. We have found this policy necessary in order to avoid misunderstandings should Luminous Tec’s business activities bear coincidental similarities with one or more of the thousands of unsolicited ideas offered to us. Please do not send your unsolicited ideas to Luminous Tec or anyone at Luminous Tec. If, in spite of our request that you not send us your ideas, you still send them, then regardless of what your posting, email, letter, or other transmission may say, (1) your idea will automatically become the property of Luminous Tec, without any compensation to you; (2) Luminous Tec will have no obligation to return your idea to you or respond to you in any way; (3) Luminous Tec will have no obligation to keep your idea confidential; and (4) Luminous Tec may use your idea for any purpose whatsoever, including giving your idea to others.
Luminous Tec does welcome feedback regarding many areas of Luminous Tec’s existing businesses that will help satisfy customers’ needs, and feedback can be provided through the contact areas on our website.