Terms of Service

Ariox Terms of Service 

Last Update:  09.13.2026 

This Platform as a Service Agreement (this "Agreement") is a binding contract between Ariox LLC ("Provider," "we," or "us") and you ("Account Holder," “Partner”, Account Holder”, "you," or "your") who executes an Order Form or opens an account or accesses the Lumino Platform. THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE ORDER FORM OR BY ACCESSING OR USING THE PLATFORM (the "Effective Date"). YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION THAT YOU HAVE THE LEGAL AUTHORITY TO BIND; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.  

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.  

  1. Definitions. 
    1. “Account” means Account Holders account and associated platform(s) within the Lumino Platform. 
    2. "Account Holder Data" means, other than Aggregated Data, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Account Holder or an Authorized User through the Services. 
    3. "Aggregated Data" means data, code and information related to Account Holder's use of the Services that are used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services and to improve the Services.  Aggregated Data shall include, but is not limited to, Account Holder’s development on the Lumino by Ariox designer canvas. 
    4. "Authorized User" means Account Holder's employees, consultants, contractors, and agents 
      1. who are authorized by Account Holder to access and use the Services under the rights granted to Account Holder pursuant to this Agreement and 
      2. for whom access to the Services has been purchased hereunder. 
    6. “Account Holder” means Account Holder, you, your account and associated workspace(s) within the Lumino Platform. 
    7. “Account Holder Information" means information provided by the users for the creation or administration of their account, including names, usernames, and email addresses associated within the Account Holder account. 
    8. “Connectors” means the instructions which allow the transfer of data between software applications through the Lumino Platform. 
    9. “Data Flow” A data flow represents a specific business object or entity moving in a defined direction.  It is a persistent, configured process that runs on a defined schedule or trigger. 
    10. "Documentation" means Provider's user manuals, handbooks, and guides relating to the Services provided by Provider to Account Holder either electronically or in hard copy form. 
    11. “Lumino Platform” means Lumino’s online platform available as an ongoing subscription service and related interfaces that provide access to its certain products, services, and features designed to connect applications and automate workflows. 
    12. “Non-Paid Products” means any products that may be made available to Account Holder to try at its own option and discretion solely for its own evaluation and use at no additional cost.  These products include, but are not limited to: trial, test, alpha, beta, pilot, non-production, or non-paid subscriptions and may be as a supplement to additional policies. 
    13. “Order Form” means the applicable order form entered into between Account Holder and Ariox. 
    14. “Platform Assets” means the assets, integrations, automations, workflow, and other orchestration components that can be designed, configured, created, used, and shared by the Users within the Lumino Platform.  Platform Assets can be developed by Ariox, the Account Holder, the Partner, or third-party providers or other users. 
    15. “Professional Services” means implementation, activation, integration strategies, advisory services or other professional services provided by Ariox related to the Lumino Platform, as detailed in a mutually agreed upon Order Form or Statement of Work (“SOW”) referencing this Agreement or the applicable Order Form. 
    16. "Provider IP" means the Services, the Documentation, and any and all intellectual property provided to Account Holder or any Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Data and any information, data, or other content derived from Provider's monitoring of Account Holder's access to or use of the Services, but does not include Account Holder Data. 
    17. "Services" means the Ariox platform-as-a-service and/or the Lumino platform-as-a-service offering(s) described in one or more Order Forms. 
    18. “Subscription” means the Account Holder’s subscription plan for the Lumino Platform as defined in the applicable Order Form. 
    19. “Support” means the technical support set forth in the Support Policy.  Support is not considered Professional Services. 
    20. "Third-Party Products" means any third-party products provided with or incorporated into the Services. 
  3. Lumino Platform Access and Use. 
    1. Provision of Access. Subject to and conditioned on Account Holder's payment of Fees and compliance with all other terms and conditions of this Agreement, Provider hereby grants Account Holder a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to Account Holder's internal use. Provider shall provide to Account Holder the necessary passwords and network links or connections to allow Account Holder to access the Services. 
    2. Documentation License. Subject to the terms and conditions contained in this Agreement, Provider hereby grants to Account Holder a non-exclusive, non-sublicensable, non-transferable license to use the applicable Documentation during the Term solely for Account Holder's internal business purposes in connection with its use of the Services. 
    3. Downloadable Software. Use of the Services may require or include use of downloadable software. Provider grants you a non-transferable, non-exclusive, non-assignable, limited right to use downloadable software  provided as part of the Services. 
    4. Trial.  Account Holder may, at your discretion, request access to Lumino’s trial community for builders in a separate Lumino Platform solely for the purpose of Account Holders internal trial, experimental, and evaluation purposes (the “Trial”), and Ariox may grant Account Holder a limited right to use the Trial as part of the Non-Paid Products.  In its use as a Trial, Account Holder agrees that, in addition to the Non-Paid Products and Additional Products, it will not process any real, production data, or use the Trial for any production purposes.  Ariox may, but is not obligated to, review and monitor the Trial instance for security, abuse prevention, regulatory and compliance purposes, and may discontinue, suspend, or delete the Trial and any Platform assets at any time for any reason. 
    5. Authorized Users.  Account Holder may allow its employees, agents, and consultants who are necessary for Account Holder internal business operations to use the Lumino Platform through your account.  Account Holder will ensure that all Authorized Users are in compliance with this Agreement and be responsible for such Authorized Users use of the Lumino Platform.  If an agent or consultant would like to use the Lumino Platform for its separate internal business operations, unless otherwise agreed by Ariox in writing, it will purchase a separate subscription by executing its own Order Form(s). 
    6. Use Restrictions. Account Holder shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Account Holder shall not at any time, directly or indirectly, permit any Authorized Users to: 
      1. copy, modify, adapt, alter or create derivative works of the Services or Documentation, in whole or in part; 
      2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; 
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; 
      4. remove any proprietary notices from the Services or Documentation; or 
      5. use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law. 
    8. Reservation of Rights. Provider reserves all rights not expressly granted to Account Holder in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Account Holder or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP. 
    9. Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Account Holder's and any Authorized User's access to any portion or all of the Services if: 
      1. Provider reasonably determines that 
        1. there is a threat or attack on any of the Provider IP; 
        2. Account Holder's or any Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other Account Holder or vendor of Provider; 
        3. Account Holder, or any Authorized User, is using the Provider IP for fraudulent or illegal activities; 
        4. subject to applicable law, Account Holder has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or, 
        5. Provider's provision of the Services to Account Holder or any Authorized User is prohibited by applicable law to  
          1. any vendor of Provider that has suspended or terminated Provider's access to or use of any third-party services or products required to enable Account Holder to access the Services; or 
          2. in accordance with Section 2.h.i (any such suspension described in subclause 1, 2, or 3 as a “Service Suspension”). Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Account Holder and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Account Holder or any Authorized User may incur as a result of a Service Suspension. 
    11. Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Account Holder's use of the Services and collect, use and compile Aggregated Data. As between Provider and Account Holder, all right, title, and interest in Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Provider. Account Holder acknowledges that Provider may compile Aggregated Data based on Account Holder Data input into the Services. Account Holder agrees that Provider may  
      1. make Aggregated Data publicly available in compliance with applicable law, and 
      2. use Aggregated Data to the extent and in the manner permitted under applicable law; provided that such Aggregated Data does not identify Account Holder or Account Holder's Confidential Information. 
    13. Deletion of Service or Data.  The Account consists of account configurations, meta-data, job history summaries, and Platform Assets contained within the Account (together, “Account Data”, and records of processing Account Holder data on the Lumino Platform, including job history details and trigger event data (“Transaction Data”). 
      1. All Transaction Data will be deleted within thirty (30) days from its processing date, unless otherwise configured by Account Holder in its Account in accordance with the Account Holder’s subscription as set forth in the applicable Order Form. 
      2. Account Holder has the ability to delete Account Data, Account Holder Data and Transaction Data at its own discretion. 
      3. Ariox will delete the Services (together with all associated Account Data, Transaction Data, and Account Holder Data) left in Lumino’s platform within 90 days after termination or expiration of this Agreement, or within thirty (30) days after Account Holder’s written request. 
  5. Account Holder Responsibilities. 
    1. Acceptable Use Policy. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set forth in Provider's acceptable use policy ("AUP") located at AUP. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations. 
    2. Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions. 
    3. Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials. 
    4. Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. 
    5. Service Levels and Support. 
      1. Service Levels. Subject to the terms and conditions of this Agreement, Provider Service Level agreement (“SLA”) is described and set forth in Provider's SLA . 
      2. Support. The access rights granted in hereunder entitle Account Holder to the support services.  Subject to the terms and conditions of this Agreement, Support Policy is described and set forth at Support Policy  
  7. Fees and Payment. 
    1. Fees. Account Holder shall pay Provider the fees ("Fees") as set forth in the applicable Order Form without offset or deduction. Account Holder shall make all payments hereunder in US dollars unless other arrangements have been made prior to the Order Form, on or before the due date set forth in the applicable Order Form. If Account Holder fails to make any payment when due, without limiting Provider's other rights and remedies: 
      1. Provider may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; 
      2. Account Holder shall reimburse Provider for all reasonable costs incurred by Provider in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and 
      3. if such failure continues for thirty (30) days or more, Provider may suspend Account Holder's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full. 
    3. Taxes. All Fees and other amounts payable by Account Holder under this Agreement are exclusive of taxes and similar assessments. Account Holder is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Account Holder hereunder, other than any taxes imposed on Provider's income. 
    4. Auditing Rights and Required Records. Account Holder agrees to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two years after the termination or expiration of this Agreement with respect to matters necessary for accurately determining amounts due hereunder. Provider or its representatives may, at its own expense, on reasonable prior notice, periodically inspect and audit Account Holder's records with respect to matters covered by this Agreement, provided that if such inspection and audit reveals that Account Holder has underpaid Provider with respect to any amounts due and payable during the Term, Account Holder shall promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 4a. Account Holder shall pay for the costs of the audit if the audit determines that Account Holder's underpayment equals or exceeds 10% for any quarter. Such inspection and auditing rights will extend throughout the Term of this Agreement and for a period of two years after the termination or expiration of this Agreement. 
  9. Confidentiality 
    1. Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure, is: 
      1. in the public domain; 
      2. rightfully known by the receiving Party at the time of disclosure; 
      3. rightfully obtained by the receiving Party on a non-confidential basis from a third party; or 
      4. independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (2) to establish a Party's rights under this Agreement, including to make required court filings.  The receiving Party agrees to use commercially reasonable efforts to assist the disclosing Party in identifying and preventing any misuse or disclosure of its Confidential Information. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 
  11. Intellectual Property Ownership; Feedback. 
    1. Provider IP. Account Holder acknowledges that, as between Account Holder and Provider, Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.  
    2. Account Holder Data. Provider acknowledges that, Account Holder retains all right, title, and interest in and to all documents, messages, graphics, images, files, data and other information transmitted and processed through the Lumino Platform by Account Holder (collectively, the “Account Holder Data”).  During the subscription term, Ariox will have the right to use the Account Holder data solely for the purposes of providing the Lumino Platform to the Account Holder and fulfilling its obligations hereunder, provided that in no event will Ariox use the Account Holder Data to train or improve any models, except with Account Holder permission or instruction. 
  13. Platform Assets. 
    1. As between the parties, Ariox owns and retains all right, title, and interest in and to all Platform Assets and all derivatives on the Lumino Platform, excluding and Platform Assets created by the Account Holder.  During the Term, Ariox permits Account Holder, on a royalty-free basis, to (1) design, configure, create, use, and share the Platform Assets with other Users; and (2) duplicate and modify the Platform Assets in its Account. 
    2. Account Holder understands and agrees that the Platform Assets are part of the features of the Lumino Platform and will not function independently of the Lumino Platform. 
    3. Platform Assets created by Account Holder are private by default in the Account, which means that only Account Holder has access to such Platform Assets.  The Account Holder shall ensure that it has procured and will maintain the right to create the Platform Assets to integrate with third party applications, and account holder grants Ariox a limited and royalty-free license to use, practice, perform, and process its private Platform Assets to fulfil Ariox’s obligations hereunder, provided that Lumino shall not resell any private Platform Assets and the private Platform Assets are deemed to be Confidential information of Account Holder under Confidential section below. 
    4. Account Holder may decide (in its sole discretion) to share the private Platform Assets with other Users by marking them “public” and Account Holder grants Lumino an irrevocable, perpetual, transferable, royalty-free, sublicensable, and worldwide license in those Platform Assets and use the Marks associated with those Platform Assets by Account Holder solely for the purpose of distributing those Platform Assets in the Lumino Platform.  Such Platform Assets will become part of the Public Library. 
    5. Account Holder agrees that it will not assert any claim against Ariox or any Users for infringement or misappropriation of any intellectual property rights to any Platform Assets independently developed by Ariox or Users which are similar to or the same as any Platform Assets created by Account Holder. 
  15. Feedback. 
    1. If Account Holder or any of its employees or contractors sends or transmits any communications or materials to Provider by mail, email, telephone, or otherwise, suggesting or recommending changes to the Provider IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Provider is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Account Holder hereby assigns to Provider on Account Holder's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Provider is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Provider is not required to use any Feedback. 
    2. Use of Marks.  During the term of this Agreement, each party grants the other the limited, royalty-free right to publicly use the party’s trade names, trademarks or logos (collectively “Marks”) solely to the extent necessary to promote the Lumino Platform and identify Account Holder as a User of the Lumino Platform.  Any use of Marks must correctly attribute ownership of such Marks.  If a party objects to any use of it Marks by the other party, the other party will immediately cease the use of the Marks on its website and to the extent commercially feasible, from its marketing materials and will obtain consent for any future use of Marks.  All goodwill arising out of the use of the Marks of a party by the other party shall be on behalf of and shall inure to the benefit of the party owning the Marks. 
  17. Limited Warranty and Warranty Disclaimer. 
    1. Provider warrants that the Services will conform as set forth when accessed and used in accordance with the Documentation. Provider does not make any representations or guarantees regarding uptime or availability of the Services unless specifically identified in the SLA.  THE FOREGOING WARRANTY DOES NOT APPLY, AND PROVIDER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS. 
    2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9a, THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9(a), PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET ACCOUNT HOLDER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 
  19. Indemnification. 
    1. Provider Indemnification. Provider shall indemnify, defend, and hold harmless Account Holder from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") finally awarded against Account Holder by a court of competent jurisdiction (or in a settlement agreement signed by Provider) incurred by Account Holder resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Account Holder promptly notifies Provider in writing of the claim, cooperates with Provider, and allows Provider sole authority to control the defense and settlement of such claim. 
      1. If such a claim is made or appears possible, Account Holder agrees to permit Provider, at Provider's sole discretion, to 
        1. modify or replace the Services, or component or part thereof, to make it non-infringing, or 
        2. obtain the right for Account Holder to continue use. 
        3. If Provider determines that neither alternative is reasonably available, Provider may terminate the applicable Order Form, in its entirety or with respect to the affected component or part, effective immediately on written notice to Account Holder. 
        4. Section 10a will not apply to the extent that the alleged infringement arises from: 
        5. use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; 
        6. modifications to the Services not made by Provider; 
        7. Account Holder Data; or  
        8. Third-Party Products. 
  21. Account Holder Indemnification. Account Holder shall indemnify, hold harmless, and, at Provider's option, defend Provider from and against any Losses resulting from any Third-Party Claim that the Account Holder Data, or any use of the Account Holder Data in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Account Holder's or any Authorized User's 
    1. negligence or willful misconduct; 
    2. use of the Services in a manner not authorized by this Agreement; 
    3. use of the Services in combination with data, software, hardware, equipment, or technology not provided by Provider or authorized by Provider in writing; or 
    4. modifications to the Services not made by Provider, provided that Account Holder may not settle any Third-Party Claim against Provider unless Provider consents to such settlement, and further provided that Provider will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. 
  23. Sole Remedy. THIS SECTION SETS FORTH ACCOUNT HOLDER'S SOLE REMEDIES AND PROVIDER'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.  
  24. Limitations of Liability. IN NO EVENT WILL PROVIDER BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: 
    1. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; 
    2. INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; 
    3. LOSS OF GOODWILL OR REPUTATION; 
    4. USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR 
    5. COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.  
    6. IN NO EVENT WILL PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED TWO TIMES THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT IN THE ONE-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 
  26. Term and Termination. 
    1. Term. The initial term of this Agreement begins on the Effective Date of the Order Form and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect until the expiration date of the Order Form has been reached.  (the "Initial Term"). This Agreement will automatically renew for additional successive terms unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 90 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "Term").  The term of each of the Services is separate from the Term of the Agreement and shall be specified in the applicable Order Form.  Provider reserves the right to raise the Fees by no more than five percent (5%) on each anniversary date specified in the applicable Order Form. 
    2. Termination. In addition to any other express termination right set forth in this Agreement: 
      1. Provider may terminate this Agreement, effective on written notice to Account Holder, if Account Holder: 
        1. fails to pay any amount when due hereunder, and such failure continues more than 30 days after Provider's delivery of written notice thereof; or 
        2. breaches any of its obligations under Section 3 or Section 4; 
      3. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: 
        1. is incapable of cure; 
        2. being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or 
        3. either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: 
          1. becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; 
          2. files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; 
          3. makes or seeks to make a general assignment for the benefit of its creditors; or 
          4. applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 
    4. Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Account Holder shall immediately discontinue use of the Provider IP and, without limiting Account Holder's obligations under Section14, Account Holder shall delete, destroy, or return all copies of the Provider IP and certify in writing to the Provider that the Provider IP has been deleted or destroyed. No expiration or termination will affect Account Holder's obligation to pay all Fees that may have become or be due before such expiration or termination or entitle Account Holder to any refund. 
    5. Survival. This Section 14.c and Sections 2,3,4,5,6(s),9, 10, and 13 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement. 
  28. Professional Services. Ariox will perform Professional Services as described in an Order Form or SOW, which may identify additional terms for the Professional Services.   Provider agrees to provide such Professional Services on an as-needed basis as defined and authorized by Account Holder, subject to the availability of Provider’s personnel. Professional Services are not included in the Services and will be provided at Provider’s then-current billing rates.   
  29. Artificial Intelligence. 
    1. “AI Account Holder Input" means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Account Holder. 
    2. "AI Account Holder Output" means information, data, materials, text, images, code, works, or other content generated by or otherwise output from an AI Feature in response to an AI Account Holder Input. 
    3. "AI Feature" means any feature, functionality, or component of the Services or Software that incorporates, uses, depends on, or employs any artificial intelligence technology. 
    4. The Services may contain an AI Feature.  Account Holder is solely responsible for 
      1. evaluating (including by human review) AI Account Holder Output for accuracy, completeness, and other factors relevant to Account Holder’s use before using, distributing, or relying on the AI Account Holder Output and 
      2. decisions, actions, and omissions in reliance or based on the AI Account Holder Output.  Provider makes no representations or warranties regarding the accuracy, completeness or any other factor relating to the AI Account Holder Output. 
  31. Non-Paid Products; Trial 
    1. "Non-Paid Products" means any feature, functionality, or component of the Services or Software that incorporates, uses, depends on, or employs any artificial intelligence technology. 
    2. “Trial”  If agreed by the parties, Ariox will grant Account Holder a limited right to use Trial solely for Account Holders internal evaluation, for a period of 30 unless and extension is granted by Ariox to Account Holder.  Following 60 days of inactivity the trial will be deactivated. 
  33. Partner. In the event the Account Holder purchases through a partner authorized by Ariox (the Partner) pursuant to an agreement with the Partner, the following terms apply: 
    1. All payment will be made directly to the Partner as long as the Partner invoices the Account Holder directly.  
    2. Any support services provided in and disputes related to the Partner Agreement, including processing of a monetary shall be handled only between Account Holder and Partner. 
    3. Account Holder’s use of the Lumino Platform will be governed by this Agreement, and Ariox will not be bound by the Partner Agreement; nor any representations and warranties made by the Partner that are not included in this Agreement; and 
    4. Partner breaches its obligations to Ariox (including a failure to pay Ariox the fees owed), Ariox may terminate this Agreement, suspend Account Holder’s access to the Lumino Platform, or cease providing the Lumino Platform to Account Holder without incurring any liability to Account Holder or the Reseller. 
  35. Miscellaneous. 
    1. Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: 
      1. first, this Agreement, excluding its Exhibits; 
      2. second, the Exhibits to this Agreement as of the date of the applicable Order Form; and 
      3. third, any other documents incorporated herein by reference. 
    3. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses listed on the Order Form (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: 
      1. upon receipt by the receiving Party; and 
      2. if the Party giving the Notice has complied with the requirements of this Section. 
    5. Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. 
    6. Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, 
      1. no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and 
      2. no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 
    8. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 
    9. Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Michigan. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Michigan in each case located in the city of Grand Rapids, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. If any legal action is brought to enforce this Agreement, each party shall be responsible for its attorneys’ fees, court costs and other collection expenses in addition to any other relief it may receive. 
    10. Assignment. Account Holder may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Provider. Any purported assignment or delegation by Account Holder in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns. 
    11. Electronic Signatures. Electronic Signatures, whether digital or encrypted, included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Electronic Signature means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record. 
    12. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 

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