TERMS OF SERVICE
1. Our Terms
This Terms of Service (
) establishes a legally binding agreement between the User (
) and Lussy.io,INC (
“Us”, “We” or “Our”
) regarding your access to and use of Lussy.io,INC (
“Website”, “Service”, “Platform”
as defined below) operated by Lussy.io,INC .Inc , a Delaware corporation with a principal place of business placed at Address 10601 Clarence Drive suite 250, Frisco TX 75033. All users, visitors, and any others are subjected to these Terms upon accessing the Website with the intent to access or use the Service or lack thereof.
By accessing or using Lussy.io,INC by placing an order (
), purchasing a Service (or any part thereof) or signing up, you acknowledge that you have read, understood and agreed to the provisions set forth in this Term. In case of not agreeing with these Terms (or any part thereof), you shall cease your access and/or use of the Service immediately.
2. Changes to the Terms
This Terms of Service shall also apply, including without limitation to any new functions, features or tools added to the Website.
The up to date version of these Terms can be accessed here at any time. Lussy.io,INC reserves the right to update and modify these Terms by providing customers with notice of updates and modifications to the Users.
In case of an update, you will be notified of the pending changes in advance, and after the implementation of such update, your continued use of the Service shall mean your acceptance thereof.
It is in your best interest to regularly check the Terms of Service for any updates or modifications that might affect you.
You may terminate your Account if you no longer wish to continue using the Website and/or the Services under the updated Terms of Service by using the “Delete My Account” function on the Website.
The terms below shall be understood as follows in the context of herein Terms.
||An account in the Platform, allowing the Customer to access the Website and use the Services
||Any and all data that Lussy.io,INC utilizes to provide the Services
||Any documentation for the Services generated by Lussy.io,INC and provided or made accessible by Lussy.io,INC to the Customer
||Any person who views or listens to or is able to or interacts with any of the Customer’s material supplied through the Platform and/or use of the Services
Force Majeure Event
||Floods, earthquakes, or other comparable elements of nature or acts of God; wars, civil disorders, or revolutions in any country or; any other event beyond the realistic control of the non-Performing Party including without limitation failures of the internet or any public telecommunications network, denial of service attacks, virus or other malicious software attacks, given that the non-performing Party fails to avoid or trigger such default or delay and such that the default or delay could not have been avoided nor prevented
Intellectual Property Rights
||Registered or unregistered, registerable or un-registrable all intellectual property rights in whole or in part anywhere in the world and herein include without limitation copyright, trade secrets, know-how, business names, trademarks, service marks and patents
||Limited access to, and limited use of, the Platform which will be made available by Lussy.io,INC to the User through the Platform in accordance with these Terms with the full capabilities of the Services rendered accessible upon the execution of a Service by the Customer
||Instructions provided by Lussy.io,INC to the Customer including but not limited to, sharing posts at a specific time, engaging with the consumer base in a certain way
||Use of the Platform and the Services for the sole purpose of accessing marketing and advertising data
||Representation of a person who is constructed via the Data Sets and the parameters selected by the Customer
||Lussy.io,INC ’s proprietary software-as-a-service platform, known as Lussy.io,INC which automates the creative process, and is administered by Lussy.io,INC to provide the Services
||Duration of Services provided by Lussy.io,INC hereunder as set forth in a Service Order executed pursuant to these Terms and shall be 3 months unless stated otherwise
||Any services that Lussy.io,INC provides to the Customer or is required to provide to the Customer under these Terms
||Periodic or one-time update or minor improvement to the Platform
||A major software release provided by Lussy.io,INC involving improvements to the Platform
Without prejudice to section titled Data Protection and Privacy, the aforementioned clause herein is applicable to the extent of conditions set for by the GDPR for Users and/or Customers subject to such relevant legislation.
Your access and use of the Service is contingent on signing up for an account with Lussy.io,INC (
“Lussy.io,INC Account”, “Account”
) and providing certain relevant information including your e-mail address, business name, country of origin and any other information deemed necessary.
Unless you are at least 18 years of age, you cannot create a Lussy.io,INC Account. If you are a parent or a legal guardian allowing a person under 18 years of age (a
) signing up to the Website for a Lussy.io,INC Account and/or using the Website, you hereby agree to:
(i) oversee the Minor’s use of the Website and their Account; (ii) assume all hazards and liabilities arising from the use of the Website by the Minor and their Account; (iii) ensure that the content on the Website is appropriate for the Minor; (iv) ensure that all information submitted by the Minor to us is accurate and; (v) provide the consents, representations, and warranties contained in the Terms on behalf of the Minor.
You agree to keep your Account accurate, complete, and with up to date information. You are liable for all activities that take place under your Lussy.io,INC Account and agree to keep the safety and privacy of the username and password of your Lussy.io,INC Account at all times. If you become conscious of or reasonably suspect any violation of safety, including without limitation any loss, theft, or unlawful disclosure or use of your Lussy.io,INC Account, you must promptly notify us. Your failure to keep Lussy.io,INC Account data accurate, complete, and up to date may lead in your inability to access to and your use of the Service or Lussy.io,INC or your Account’s termination by us. Lussy.io,INC cannot and will not be responsible for any loss or harm caused by your inability to preserve your Account’s safety and password.
If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to the Terms of Service.
Lussy.io,INC may reject your application for a Lussy.io,INC Account, or cancel an existing Lussy.io,INC Account, for any reason, in our sole discretion.
Subject to the fulfillment of Customer’s obligations under these Terms, Lussy.io,INC will grant the Customer access to the Services, Platform and associated Services including Persona and Media Plan in accordance with a Service Order performed by and between the Parties through their Lussy.io,INC Account.
Lussy.io,INC reserves the change, modify or otherwise alter the functions of the Services hereunder after the notification of the Customer or lack thereof. Changes occurring during a Term may entitle the Customer to the Discounted Fees pursuant to the Clause 8.4 of these Terms if and when applicable.
Lussy.io,INC shall make available to the Customer upon the execution of a valid Service Order Form a Persona, accessible by the Customer for the duration set forth in the relevant Service Order Form.
Creation of a Persona is dependent on the parameters that the Customer specifies such as the industry, the target group’s gender, age range and income group. Creation of a Persona following the wrongful selection of parameters by the Customer does not entitle the Customer to any Discounted Fees, do-overs nor refunds unless it falls under the exemptions set forth in these Terms.
6.2. Media Plan
Lussy.io,INC shall make available to the Customer upon the execution of a valid Service Order Form a Media Plan, accessible by the Customer for the duration set forth in the relevant Service Order Form.
Creation of a Media Plan is dependent on the parameters that the Customer specifies such as the Social Media Platforms, industry and budget range. Creation of a Media Plan following the wrongful selection of parameters by the Customer does not entitle the Customer to any Discounted Fees, do-overs nor refunds unless it falls under the exemptions set forth in these Terms.
During the Term, except for the reasons herein, the Customer shall have unlimited access to the Service pursuant to the executed Service Order and these Terms during the Term. Lussy.io,INC shall make commercially acceptable attempts to guarantee the accessibility of the Service during the Term except, that Lussy.io,INC shall not be liable for, (i) planned downtime or; (ii) any unavailability precipitated directly or indirectly by conditions beyond Lussy.io,INC ’s realistic control including a Force Majeure event or; any violation of these Terms by the Customer.
Lussy.io,INC shall make available to the Customer an option to renew the previously executed Service Order upon the expiry of the Term set forth pursuant to the previously executed Service Order. In the event of the Customer opting to renew their Service Order pursuant to the conditions set forth therein and this Terms of Service, Lussy.io,INC shall provide the Customer with continued access to the Service until the expiry of the renewed Term as pursuant to the Service Order or the violation of these Terms by the Customer.
7.2. Changes to the Data Set
If the Data Set used to provide the Customer with Services directly or indirectly changes, is changed, modified or otherwise altered, Lussy.io,INC shall offer the Customer the option to execute a new Service Order with a Discounted Fee pursuant to the terms set forth therein and subject to these Terms.
8. Fees and Payment Terms
The Customer shall pay Lussy.io,INC the amounts set forth on each Service Order (the
) in accordance with the payment conditions laid out in the Service Order in account of the provision of the Services.
All Fees are stated and payable in US Dollars, and unless stated otherwise are exclusive of any customs, taxes, or charges.
8.2. Fee Changes
Lussy.io,INC may change and/or update the Fees in its sole discretion at any moment. Any change in the Fees will take effect at the end of the current Billing Cycle.
Paid Fees cannot be refunded or requested to be refunded by the Customer, except in the cases when required by the law.
8.4. Discounted Fee
Lussy.io,INC shall provide the Customer with the Discounted Fee as set forth herein upon the conditions in Clause 7.2 of this Terms of Service.
9. Data Protection and Privacy
Each Party hereby represents and warrants compliance with all relevant legislation, rules, regulations, directives and guidelines on the compilation, use and disclosure of information and data gathered from or about End Users relevant to the Services used herein (jointly, the
). This clause shall also apply to data gathered from or about the Customer relevant to the Services by Lussy.io,INC to the extent of the data gathered.
Rules include without limitation (i) rules and guidelines of the United States Federal Trade Commission in regard the use and disclosure of information and data gathered from or about the Customers and/or End Users; (ii) United States Federal and relevant State laws in regard with data collection and data privacy including California Customer Privacy Act; (iii) the Customer’s best practice guidelines provided to Lussy.io,INC by the Customer and; (iv) if applicable, the Data Protection Directive and the General Data Protection Regulation (
) by the European Union or any other Rules of another jurisdiction or rules, laws or any other part of the legislation issued by the relevant Data Protection Authority, and any amendments and changes thereof or laws as may be repealed or succeeded.
10. Intellectual Property
All Intellectual Property Rights hereunder linked to (i) the Platform; (ii) the Services; (iii) the Documentation; (iv) any Updates and Upgrades are owned and maintained by Lussy.io,INC .
Customer hereby agrees and reaffirms that these Terms do not convey upon any and all rights, titles, or interest in and to Lussy.io,INC ’s Platform, Services or any other Intellectual Property Rights thereto other than the restricted right to use the Platform and Services as given herein.
Lussy.io,INC shall solely own including without limitation any and all Updates, Upgrades, modifications, adaptations, or derivatives made from and to the Platform or Services or any of Lussy.io,INC ’s Intellectual Property, or other work whether made by Lussy.io,INC , by the Customer or jointly by Lussy.io,INC and the Customer.
11. Prohibited Uses
The Customer is not allowed to use the Services (or any part thereof) to (i) infringe any international, federal or local legislation, regulations, rules or ordinances; (ii) infringe upon or violate our Intellectual Property Rights or the Intellectual Property Rights of others; (iii) upload or transmit from the Service any data, files, software or link containing or redirecting to a virus, or other harmful elements that can be reasonably classified as a malware; (iv) submitting false or misleading information; (vi) spam, phish, pharm, pretext, bot, crawl or scrape for any scandalous, obscene or immoral purpose; (vii) interfere with or circumvent the safety measures of the Service or the Website; (viii) attempt to reverse engineer, de-compile, hack, disable, interfere with, disassemble, copy, or disrupt the integrity or the performance of the Service or; (ix) access the Service for the purpose of building a competitive product or service or copy any ideas, features, functions, or graphics of the Service in addition to any provisions set forth in these Terms.
12. Representations and Warranties
Each Party hereby represents and warrants to the other Party that, (i) such Party has the necessary power and authority to be bound by these Terms; (ii) the compliance with these Terms and fulfillment of its obligations hereunder do not and will not, to the best of each Party’s knowledge, infringe any other agreement to which it is a party; (iii) no other restriction, limitation or contractual or statutory obligation exists, including without limitation the development and advertising of internet products, preventing a Party from fulfilling its obligations hereunder and; (iv) when agreed upon by both Parties, these Terms constitute a legal, valid and binding obligation.
Lussy.io,INC hereby represents and warrants to the Customer that, (i) it will have all necessary rights, licenses, know-how, expertise and experience needed to provide the Services hereunder; (ii) is the sole proprietor or is the licensee of the Platform and its Intellectual Property Rights and has complete legal rights, licenses and authority to provide the Customer with the Service as provided herein; (iii) the Services and the Platform shall comply with all relevant legislation and regulations when used by the Customer in accordance with these Terms.
The Customer represents and warrants to Lussy.io,INC to use the Services and the Platform solely for the Permitted Purposes as defined by these Terms and shall not interfere with the integrity or performance of the Services and the Platform as articulated by the Prohibited Uses.
13. Warranty Disclaimer
Except as expressly set forth herein, Lussy.io,INC does not warrant or make any representations regarding (i) the results obtained from the use of the Service will be wholly accurate, entirely reliable, on time, complete or truthful or; (ii) the quality of any products, services, information, or other material acquired or obtained by the Customer through the Service will meet its expectations, or that any faults in the Service will be amended and; (iii) the Services provided will be on an uninterrupted, secure or error-free basis. The Services and the Platform (and any part thereof), including without limitation any content, data, and any information related thereto, are given on an
basis, without any warranties or conditions of any kind, either express, implied or statutory. Lussy.io,INC makes no representations concerning the benefits or outcomes obtained from the Platform and/or the Service by the Customer or any third party.
Any and all instructions or advices of similar nature shall not be understood as medical advice and Lussy.io,INC shall not be responsible for any negative outcomes that may be associated with advice referred herein.
Lussy.io,INC may, at its sole discretion, at any moment without notice to the Customer, correct, alter, change, enhance, improve, update, upgrade and make any other modifications to the Service and the Platform. Lussy.io,INC does not endorse any platform-related entity, product or service, including without limitation any ads, or information.
14. Limitation of Liability
With the exception of the commitments of a Party to indemnify, willful misconduct and gross negligence, no Party or its directors, officers, affiliates, shareholders, employees, agents, representatives and/or independent contractors shall be responsible to the other Party, including in connection with any claims raised by the End User or third party for any loss, cost, damages or expenses, including without limitation indirect, special, punitive, incidental or consequential damages of any kind, regardless of arising out of contract, negligence or any other kind of tortuous actions or these Terms, or the Platform and the Services (or any part thereof), irrespective of whether a Party has been warned of such damages or possibility thereof.
The Customer shall defend, indemnify and hold harmless Lussy.io,INC and its directors, officers, affiliates, shareholders, employees, agents, representatives and/or independent contractors from and against all costs, damages and losses, including legal expenses, resulting from any claim by third parties that, (i) Customer’s website, Customer’s use of the Service or other material infringes any rights of third parties, including without limitation, breach or violation of the Intellectual Property or privacy rights of such third parties; (ii) the content of the Customer or other material on the Website of the Customer is obscene, defamatory, illegal, unethical, or promotes illegal conduct and; (iii) that Customer has not obtained and/or failed to obtain any necessary permit, license or consent in accordance with these Terms and; (iv) arises from the breach of or presumed infringement by the Customer of any of its representations, warranties, and/or responsibilities under these Terms.
Lussy.io,INC shall defend, indemnify and hold harmless the Customer and its directors, officers, affiliates, shareholders, employees, agents, representatives and/or independent contractors from and against any and all costs, damages and losses, including legal expenses resulting from any claim by third parties that the Service and/or the Platform is in violation of any third party Intellectual Property Rights.
The Lussy.io,INC Indemnitee or the Customer Indemnitee as applicable (the
) shall notify the other party (the
) of any such claim against it, and the Indemnifying Party shall have the right, by notifying that Indemnified Party via an e-mail to support@Lussy.io,INC to exert exclusive power over the settlement or compromise thereof (collectively
) at its own expense provided that (i) without the previous written approval of that Indemnified Party, the Indemnifying Party may not adhere to any settlement, consent order or consent judgment concerning any arrangement by the Indemnified Party of financial burden or acceptance of any liability or wrongdoing, action or omission and; (ii) the Indemnifying Party promises to keep the Indemnified Party informed of the status and progress of that Claim, its defense and/or settlement negotiations with respect to it.
The Indemnified Party shall provide the Indemnifying Party with all appropriate aid needed in contact with such defense at the cost and expense of the Indemnifying Party.
These Terms shall govern any valid fully executed Service Order and shall continue for the period specified in the Service Order executed pursuant to these Terms of Service or the Service Order, unless terminated earlier as specified in these Terms of Service or the Service Order.
Where either Party materially infringes these Terms and/or a valid Service Order, the non-infringing Party may terminate this Terms of Service and/or any such Service Order provided that the infringing Party has failed to remedy such infringement within 30 days of receiving of such notice.
Lussy.io,INC may terminate these Terms or any Service Order immediately in its sole discretion upon violation by Customer of the
“Fees and Payments”
sections of these Terms.
The Service Order and this Terms of Service may be entirely terminated by Each Party if the other Party (i) becomes insolvent or is unable to pay its debts at maturity; (ii) files a voluntary bankruptcy petition or seeks restructuring or arrange with its creditors for a plan or other arrangement.
17. Following Termination
Upon expiry or termination of these Terms of Service and/or any Service Order for any and all reasons, (i) all rights and any Service Order performed prior to these Terms of Service shall be terminated instantly and; (ii) Customer shall remit in complete all transactions owing to Lussy.io,INC pursuant to these Terms of Service and all Service Orders subject to these Terms (and in the case of termination by Lussy.io,INC , only those transactions accruing prior to their deadline), and after such final payment, no Party shall be permitted to obtain such payment.
The following clauses shall resist the expiry or termination of these Terms
“Limitation of Liability”,
and all commitments of both Parties under this Terms shall cease to be fulfilled.
18. Governing Law
This Terms of Service, as well as any Service Order, and all materials resulting directly or indirectly therefrom shall be regulated and construed in compliance with State of Delaware’s legislation regardless of its dispute of regulations relevant to agreements to be executed completely within the United States.
Each Party permanently submits to the exclusive jurisdiction of the State and Federal Courts in Delaware for all such issues and waives any opposition to such judiciary from authority, location or inconvenient forum. In any proceedings, the prevailing Party shall be allowed to recover from the other Party the reasonable fees for its attorneys’ in relation to any other grant of court compensation.
If any part of a Service Order or these Terms are found to be unlawful, void or otherwise unenforceable, such unlawfulness, invalidity or unenforceability shall extend to such clause only.
The unlawfulness, invalidity or unenforceability of such a clause shall in no way influence or render any other part of a Service Order or these Terms, unlawful, void or otherwise unenforceable, generally, shall be reformed, construed and implemented in such a way that the intent of the Parties as conveyed in a Service Order or these Terms to its nearest lawful effect.
In any other jurisdiction, the fact that any provision of a Service Order or these Terms is held to be unlawful, void or otherwise unenforceable shall have no effect on the legality, validity or enforceability of such provision.
20. Miscellaneous Provisions
The headings used in these Terms are for reference reasons only and do not influence the understanding of this Terms of Service.
No inability by any Party to exercise any right, power or remedy any Service Order or these Terms, do not delay in the exercise thereof, shall act as a waiver.
20.3. Remedies Not Exclusive
Except as expressly stated herein, no remedy is designed to be excluded from any other remedy that is not available under these Terms or in law or in equity.
A Service Order or this Terms of Service is not exclusive.
20.5. No Strict Construction
Where an ambiguity or issue occurs with regard to any clause of a Service Order and/or these Terms, the Service Order and/or these Terms shall be construed as if collectively approved by the Parties and no presumption or burden of proof shall occur to favor or disadvantage either Party by virtue of authorship of any of the clauses of this Terms of Service.
Without Lussy.io,INC ’s prior written approval, neither a Service Order nor these Terms or any rights conferred thereunder may be transferred, delegated or subcontracted by the Customer. Any attempt to grant, without such approval, any rights, responsibilities or responsibilities arising from a Service Order or these Terms shall be null and void ab initio.
These Terms shall be binding and will inure in favor of the Parties and their corresponding authorized successors and assignees. Notwithstanding the foregoing, in the case of a merger, takeover or other shift in control of its ownership, a Party may delegate its rights, responsibilities or duties under these Terms without the approval of the other Party.
20.7. Independent Contractor Relationship
The Parties shall be independent contractors, and a Service Order and/or this Terms of Service do not establish an agency, partnership or joint venture relationship or any other form of organization between the Parties. Each Party is exclusively responsible for its operations and its staff and shall have no power and shall not communicate to any third party the authority to regulate or otherwise influence the other Party in any way whatsoever.
20.8. Entire Agreement
This Terms of Service, as well as any Service Order, constitute the entire agreement of the Parties on the subject matter of thereunder and supersede any and all existing or prior written or oral agreements and/or communications relating to the subject matter of thereunder. No alteration shall be efficient of a Service Order or these Terms unless it is signed in writing by an approved delegate of each Party.
20.9. Force Majeure
None of the Parties shall be responsible for any error or delay in fulfilling any of their corresponding obligations if a Force Majeure Event prevents them from doing so.
20.10. Links to Third Parties
The Services may offer connections to websites or services of third parties that Lussy.io,INC does not own or control.
Lussy.io,INC has no influence over the material, privacy policies or procedures of any third party websites, or services and takes no accountability for them. Furthermore, the Customer recognizes and agrees that Lussy.io,INC shall not be liable, directly or indirectly, for any harm or loss induced or presumed to result from or in contact with the use or dependence on any such material, products or services accessible on or through any such website or service.
Unless the context requires, (i) the singular includes the plural and vice versa; (ii) if any act which shall be performed in accordance with these Terms is to be done on a day that is not a Business Day then the act must be performed on or before the next Business Day; (iii) a reference to any legislation or law includes all amendments, consolidations or other provisions thereof (iv) a reference to a natural person shall mean including without limitation a body corporate, partnership, joint venture, association, government or legal body or legal entity and vice versa shall be interpreted herein.
20.12. Independent Legal Advice
Each Party recognizes and accepts that it has had the chance to read these Terms, agrees with its provisions and has been given a chance to seek independent legal advice on its provisions before acknowledging them.