The following Terms of Use (“Terms of Use” or “Terms”) are a binding agreement between you and Illuno Inc. and our affiliates and subsidiaries (collectively, “Illuno,” “us,” or “we”). These Terms govern your use of illuno.com and other online channels we own or operate (the “Site”), our software for facilitating officer programs (the “Platform”), and other services, solutions, and products we offer (altogether with the Site and Platform, the “Services”). Additional, separate terms may apply to your use of certain of the Services, including without limitation our Privacy Notice and any other agreement between you and Illuno, each of which will be considered to form part of these Terms.

These Terms include a class action waiver and an arbitration provision that governs any disputes between you and ILLUNO.

If you have any questions about the Services or these Terms of Use, please contact us at info@illuno.com.

1.    Acceptance

·         By clicking “Accept” or using the Services, you agree to these Terms in their entirety.

To use the Services, you must agree to be unconditionally bound by these Terms. You accept the Terms by using the Services or clicking to accept or agree to the Terms where this option is made available to you. You represent that you are at least eighteen (18) years old and of legal capacity to enter into these Terms, and that you have read, understood, and agree to be bound by these Terms, regardless of the device or platform by which you access any of our Services. If you are accessing the Services on behalf of a company or other legal entity (“Entity”), you represent and agree that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms. These Terms will remain in effect while you use our Services. If you do not agree with any of these Terms, do not access or use our Services.

The bulleted summaries above each heading are for convenience only. You are bound to these Terms in their entirety.

2.    Services

·         You can use the Services as an Officer, Client, or Agency, as defined below.

·         Officers can use Illuno through their Agency (whether law enforcement or private security) or as an independent contractor of Illuno.

·         You may use the Services in compliance with these Terms and applicable laws.

The Services allow officers registered with Illuno (“Officers”) to accept jobs posted to the Services (“Jobs”) by registered Illuno clients (“Clients”) and enables law enforcement agencies and private security agencies (each an “Agency”) to administer their officer programs. By using the Services, you represent and warrant that (a) any information you submit to us is truthful and accurate; (b) you will maintain the accuracy of that information; (c) you will be entirely responsible for maintaining the security of your logins and credentials, if any; and (d) your use of our Services and its features does not and will not violate any applicable law, rule, or regulation.

Officers can enjoy the benefits of working Jobs through Illuno one of three ways: (1) the Officer is employed by an Agency that is a law enforcement agency and Illuno contracts with that Agency. Payment for the Officer’s Jobs worked is sent to the Agency, and the Agency includes the Officer’s pay in its usual payroll. (2) The Officer’s Agency is a security agency and Illuno contracts with that Agency. Payment for the Officer’s Jobs worked is sent to the Agency, and the Agency includes the Officer’s pay in its usual payroll. (3) The Officer works Jobs as an independent contractor of Illuno pursuant to an Independent Contractor Agreement.

3.    Illuno is Not Your Employer

·        Illuno is not your employer, no matter how you use our Services.

·     If an Officer executes an Independent Contractor Agreement with Illuno, the Officer is an independent contractor (not an employee) and we will provide an IRS Form 1099.

Illuno is an online marketplace to connect Clients with Agencies and their Officers. Illuno is not your employer, no matter how you use our Services. You are not entitled to participate in or receive any benefits from Illuno under any circumstances. Illuno has no obligation to withhold any income or other payroll taxes on your behalf and that you are solely responsible for compliance with all state, federal, and local laws pertaining to the withholding and payment of taxes upon any fees you may pay or receive as the result of your use of the Services.

If you are an Officer and you complete a Job subject to an Independent Contractor Agreement with Illuno under option 3 as described in Section 2, we will provide you with an IRS Form 1099 as required by law. In all other cases, it is the Client’s responsibility to provide the Officer with an IRS Form 1099. 

4.    Responsibility for Jobs

·         You are solely responsible for your obligations related to each Job.

·         Illuno is not responsible for your or another’s performance or use of the Services.

·         Illuno will not intervene in any dispute amongst users.

For each Job staffed, performed, and paid via the Services, the Client, Officer, and Agency are each solely responsible for their respective obligations relating to the Job. Agencies shall be liable to Clients for any claim(s) that arise, directly or indirectly, out of the delay or failure of Job performance staffed and managed through the Agency. Officers shall be liable to Clients for any claim(s) that arise, directly or indirectly, out of the delay or failure of the Officer’s performance of a Job or accepted by the Officer. Client shall be solely liable to Agency and Officer, respectively, for any claim(s) that arise, directly or indirectly, out of delay or failure to pay amounts due related to performance of a Job staffed via the Services.

We make no warranties with respect to any Job or performance thereof, or any other activities or services provided by an Agency, Officer, or Client relating to use of the Services. Illuno shall not be liable for any delay or failure, for whatever reason, for staffing or performance of any Job, nor for any delay or failure, for whatever reason, in the staffing, performance or payment process via the Services.

Illuno is not responsible, and shall have no liability, to you in any way with respect to your communications, agreements or work performed in relation to your use of the Services. Except for Officers directly contracted with Illuno as described in Section 2, Illuno is not responsible, and shall have no liability for an Officer’s or Agency’s receipt of payment from any Client. Illuno cannot and will not intervene in any dispute between an Officer, Client, and/or Agency related to any Job performed or other transaction that takes place via the Services.

5.    Payment for Jobs

·         Officers must submit timecards in a timely manner.

·         Timecards must be approved no later than 6:00 pm Central Time on the third business day following timecard submittal.

·         Illuno will initiate the payment processing upon timecard approval.

Upon completion of a Job, an Officer working the Job shall promptly “clock out” and submit their timecard indicating hours worked for the Job using the Illuno platform. The party responsible for the Job (Client, Agency, or otherwise) will review and approve or reconcile each timecard no later than 6:00 pm Central Time on the third business day following the timecard submittal. If the party responsible for the Job does not timely review, approve, or reconcile each timecard, Illuno will automatically approve the timecard and the party responsible for the job waives the right to dispute the accuracy of such timecard with Illuno. Upon timecard approval, Illuno will initiate the payment processing.

If an Officer accepts a Job but does not “clock in” for the Job, the Officer must submit a timecard for that Job within seven (7) days of the Job end date to be eligible for payment. If an Officer fails to “clock in” or submit a timecard as instructed by these Terms, Illuno will determine that the Officer did not work the Job, no charges will be processed for the Officer’s payment, the Officer will not be entitled to payment and waives all future rights to receive payment for that Job.

6.    Illuno Fees & Payment

·         If you are a Client, you agree to pay our Event fees and transaction fees.

By using the Services as a Client, you acknowledge and agree to the billing and payment provisions described herein, unless you and Illuno agree in writing to alternate fee or payment terms. As a Client, you agree to pay fees that consist of (a) an Event fee in an amount equal to a percentage of the total amount due and payable to the Agency and/or Officer(s) for performing the Job, and (b) a transaction processing fee. All fee amounts and percentages will be calculated on the Event invoice for Client approval prior to being incurred. Fee amounts are posted to the Services or otherwise communicated to Clients prior to incurring charges. Illuno reserves the right to modify our fees from time-to-time, in our sole discretion.

You must maintain a valid payment method (credit or debit card or bank account for automated clearing house transaction) associated with your account on Illuno. You authorize Illuno to charge your payment method for the fees due under these Terms, as well as any sales and use taxes and any late fees or interest (as described below). You must maintain a valid payment method on file with us. You represent and warrant that the payment information you provide to us is correct and accurate and you are using a form of payment that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse, or unauthorized use by you or others.

If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from thirty (30) days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees. Illuno will not refund any portion of fees paid.

7.    Payment Processing

·         Illuno uses a PCI-compliant payment processor.

Illuno is not a payment processor. All debits and credits made through the Services are processed by a PCI-compliant payment processor. If you are an Officer using Illuno through your Agency, please direct questions about payments or payroll to your Agency administrator.

8.    Legal Compliance

·         You agree to use the Services in compliance with Applicable Laws.

You are only permitted to use the Services for yourself or as a representative of your Entity, and only in a manner that complies with all laws, ordinances, or governmental rules or regulations to which you and your Entity are subject, including without limitation laws governing intellectual property, consumer privacy, export controls, labor and employment, and taxes (collectively, “Applicable Laws”) and all Illuno policies and protocols, including without limitation Illuno’s Privacy Notice. Illuno cannot and will not be responsible for your use of the Services in a manner that violates Applicable Laws or our policies and protocols. You further agree to obtain and maintain in effect all licenses, certificates, permits, franchises, and other governmental authorizations necessary to perform any work or conduct any business via or related to your use of the Services. You are solely responsible for your compliance with all Applicable Laws and Illuno’s policies and protocols.

9.    Texting Consent and Communications

·         You consent to Illuno sending you text messages or contacting you about the Services. You can opt-out any time.

If you provide Illuno with your wireless phone number, you consent to Illuno sending you informational text messages related to our Services or information you have requested from us. If you opt-in, we may also send you marketing communications and other notifications via text message. You can unsubscribe from Illuno’s text messages by replying STOP or UNSUBSCRIBE to any of these text messages. Messaging and data charges may apply to any text message you receive or send.

Illuno may also use your contact information to communicate with you about your use of our Services. For example, we may send you service announcements or administrative communications by email, phone, mail, or other means. You understand that you receive these communications as part of your use of the Services, and you will not be able to opt out from receiving these service announcements and administrative messages. We may also send you marketing communications by email, mail, or other means in compliance with applicable law and your communication preferences. If you wish to opt-out of receiving marketing communications from Illuno, please follow the instructions in our Privacy Notice.

10. License Grant

·         Illuno grants you a limited license to use the Services under these Terms.

Illuno hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited, revocable right to use the Services for your own personal, internal business, and non-commercial purposes (the “License”), subject to the terms and conditions set forth herein. Neither the License nor any other provision hereof shall grant any rights in the Services or other intellectual property rights except the limited License of use set out above. The License shall be for the term of these Terms of Use only. You agree not to: (a) rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Services or any portion thereof (including the Content) or use it in any manner that is prohibited or not expressly authorized by these Terms; (b) copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services; (c) violate or attempt to violate the security features of the Services; (d) use any device, software, or routine to interfere or try to interfere with the proper working of the Services or any activity being conducted on via the Services; or (e) use or try to use any device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine or search agents that we make available via the Services and the generally available third-party web browsers. The License shall be for the term of these Terms of Use only.

11. Contents Ownership

·         The Services and Contents belong to Illuno.

The information contained in our Services, including but not limited to all images, illustrations, designs, photographs, video clips, text, graphics, icons, designs, software code, written information, and screens appearing in the Services, and other materials, as well as names, logos, taglines, trade dress, and other trademarks are copyrights, trademarks, trade dress, or other intellectual property (collectively, the “Contents”), is owned, controlled, or licensed by Illuno or its affiliates, or are the property of their respective owners. The Contents are protected by U.S. and foreign copyright, trademark, trade dress, or other proprietary right laws and international conventions.

Nothing in these Terms or through your use of our Services shall be construed to be a transfer or grant of title, ownership, or rights to the Contents to you. You are not authorized to use any Contents in any manner other than specifically authorized by these Terms, and you are strictly prohibited from reproducing the Contents except as expressly permitted herein or using our Contents in any way that might confuse or that disparages us. Only a duly authorized officer of Illuno may grant permission or a license to use any of our Contents; any attempted grant or similar promise by anyone other than a duly authorized officer of Illuno is invalid. The permissions described in these Terms will terminate automatically if you breach any provision of these Terms. 

You may only display, download, or print the Contents for the purpose of using the Services as an internal or personal business resource. You do not have permission to copy, reproduce, make derivative works from, distribute, republish, download, display, perform, post electronically or mechanically, transmit, record, or mirror any of the Contents without the prior written permission of Illuno.

12. Feedback

·         You grant Illuno rights to any Feedback you provide.

While using the Services, you may from time-to-time provide us with certain materials, communications, suggestions, comments, improvements, ideas, or other feedback to us related to the Services (“Feedback”). By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party. You hereby grant to us all rights, titles, and interests in and to any Feedback that you provide to us. In the event this grant is not sufficient for us to fully realize and use the Feedback, you hereby grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate your Feedback into the Services.

13. USER CONTENT

·         You own your User Content, and you are responsible for the outcome of posting it.

·         You grant Illuno a license to use your User Content, including for our marketing.

·         Illuno may moderate or remove User Content for any reason.

Client, Officer, Agency, or other users of the Services (collectively, “Users”) may have the opportunity to publish, transmit, submit, or otherwise post or participate in conversations or communications on the Services or to post photos or other images, Agency or Client name, logos, trademarks or other marks, policies or other documents, comments, Feedback, or other materials via the Services (collectively, “User Content”) that may be accessible and viewable by Illuno, other Users, members of the public, or others.

With respect to any User Content posted by you, you represent that (a) you created and own the rights to the User Content, or you have the owner’s express permission to post such User Content; and (b) the User Content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies.

Your User Content belongs to you. In consideration for your use of the User Content features, you grant to Illuno an irrevocable, worldwide, royalty-free, fully paid, sub-licensable, perpetual license to use, reproduce, make derivative works from, distribute, publish, display, or perform such User Content in whole or in part, by any and all means and media, in connection with advertising, marketing and promoting Illuno, our products and our Services. You acknowledge that Illuno has no obligation to use any User Content and may modify the User Content for any purpose. For the avoidance of doubt, the license you grant to Illuno in this Section 13 includes the right to use your User Content for Illuno marketing and promotional purposes.

User Content must not (a) misrepresent your identity or affiliation with any person or organization; (b) seek to collect others’ Personal Information by any means; (c) seek to transmit chain letters, or bulk or junk email; (d) relate to contests, sweepstakes, or other sales promotions; (e) include information that may be used to track, contact, or impersonate another; (f) infringe any intellectual property or other proprietary rights of Illuno or any other person; (g) seek to harm or exploit children; (h) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (i) violate Illuno’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (j) be otherwise objectionable as determined by Illuno at our sole discretion. Illuno reserves the right, but has no obligation to, monitor, review, screen, post, remove, reject, modify, or store User Content at any time and for any reason without notice.

You understand that others may access or view your User Content (including any comments or conversations on a mobile application, platform, or other of our Services) and that you are solely responsible for your User Content and the consequences of posting it online. You assume all risks associated with dealing with other Users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any User Content posted via the Services and from any claims related to the conduct of other Users.

Illuno does not endorse any User Content, and the User Content posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any User Content that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any User or third party.

14. Trademarks

·         Illuno trademarks belong to Illuno. All rights reserved.

The Illuno registered trademark and all other logos, trademarks, service marks, product names, and trade names associated with Illuno and our affiliates are property of Illuno or their respective owners. Illuno’s trademarks, including names, logos, taglines, trade dress, and other trademarks, may not be copied, imitated, or used, whether in whole, partial, or modified form, without the prior written permission of Illuno. You may not use any meta tags or any other hidden text utilizing a Illuno name, trademark, or product name without our prior written permission. Third party trademarks and service marks used in the Services are the property of their respective owners, and we use them with their consent. Illuno and the other licensors of the marks in our Services reserve all rights with respect to all Contents and all intellectual property.

15. Service Access

·         We try to maintain Services availability, but there may sometimes be downtime due to circumstances outside our control.

Illuno will use commercially reasonable efforts to maintain availability of the Services. You agree and understand that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other Users; and causes beyond our reasonable control. Illuno will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. Illuno is not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service access or caused by your device or your internet or wireless service provider.

16. Restrictions to Use of the Services

·         You may use the Services according to the Terms.

·         You are prohibited from any activities to breach our security or use the Services unlawfully.

You are strictly prohibited from using the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) in a manner that violates any applicable law, rule or regulation; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to submit false or misleading information; (f) to upload or transmit viruses or any other type of malicious or destructive code; (g) to collect or track the Personal Information of others; (h) to spam, phish, pharm, pretext, spider, crawl, or scrape; (i) to promote any goods or services or send communications that are illegal in the place offered to consumers; (j) to advertise or promote adult services, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations; (k) to defraud, deceive, or mislead anyone; (l) to communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar, or offensive; (m) to promote or engage in discrimination, racism, harassment, or hate speech against any individual or group; (n) to threaten or promote violence for any obscene or immoral purpose; or (o) to interfere with or circumvent the security features of the Services or any related website or application, other website or application, or the internet. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a User to legal action and/or termination of your access to the Services. If you engage in the foregoing activity, you may face civil or criminal liability. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting Users who are involved in such violations. 

17. Accuracy

·         The Services may contain errors. We will try to fix errors, but we offer no guarantee.

Occasionally there may be information available through the Services that contains typographical errors, inaccuracies, or omissions related to product descriptions, pricing, promotions, offers, availability, and other topics. We have no obligation to update, amend, or clarify information in the Services, including without limitation, pricing information, except as required by law. No specified update or refresh date should be taken to indicate that all information in the Services has been modified or updated.

18. Mobile Application

·         You must have a device that meets Software Requirements to use the Services on an App.

·         The original Illuno mobile application does not collect any Personal Information or tracking data.

·         Subsequent mobile applications we release may request privacy permissions for device functionalities.

To use the Services via a mobile application (whether powered by Illuno, our affiliates, or a third party), you must have a compatible mobile telephone or handheld device, Internet access (if required by the App), and the necessary minimum specifications (“Software Requirements”) to use the mobile application.  The Software Requirements for Apple iOS devices and Android OS devices can be found on the relevant App Store page.  The mobile application software may be upgraded from time to time to add support for new functions and services. The original Illuno mobile application does not collect any Personal Information or tracking data. However, subsequent applications released by Illuno will offer certain features that request privacy permissions for GPS, camera, microphone, or other functionalities in alignment with the wishes of the applicable Agency. You acknowledge that the terms of agreement with your mobile network provider will continue to apply when using the mobile application. Data and messaging charges may apply to your use of the mobile application or any text messaging or photo sharing features you use via the mobile application, and you accept responsibility for any such charges that arise.  If you are not the bill payer for the mobile telephone or handheld device being used to access the mobile application, you will be assumed to have received permission from the bill payer for using the mobile application. The mobile application is currently made available to you as part of our Services and may be amended or withdrawn, at any time and for any reason.

19. Links to Other Websites

·         Illuno is not responsible for the content of any third-party website, even if accessible from the Services.

Links to websites from the Services, including without limitation, Client or Agency websites, are provided solely for your convenience. Illuno is not responsible for the content of any other websites, nor do we make any representations about the content or accuracy of material on any other websites. Inclusion of any linked website on the Services does not imply Illuno’s approval or endorsement of the website. If you click through to another website, you do so at your own risk. Please be aware that when you click on links that take you to external websites, you will be subject to their privacy policies and practices and not ours. Any concerns regarding any such website, service or resource, or any hyperlink thereto, should be directed to the website’s owner or operator.

20. Relationship of parties

·         These Terms do not make you a partner, agent, joint venture, etc. with Illuno.

These Terms shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between you and Illuno or to impose any partnership obligation or partnership liability upon either party. Nothing in these Terms shall be interpreted to grant either party the power to direct and control the day-to-day activities of the other, constitute the parties as partners, joint venturers, co-owners, principal-agent, or otherwise participants in a joint or common undertaking, or, except as expressly provided herein, allow either party to create or assume any obligation on behalf of the other for any purpose whatsoever. You agree to indemnify, defend, and hold harmless Illuno, its principals, agents, and assigns from and against any losses that Illuno incurs as a result of your breach of your obligations under this provision.

21. Consent to Electronic Signature

·         You agree to electronic signature and electronic records.

By accessing or using the Services, typing your name into any of our electronic forms and indicating your acceptance or clicking a box, you consent to (a) Illuno communicating with you electronically; (b) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (c) entering into agreements and transactions using electronic Records and signatures. We will use electronic documents for all communications, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. Federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. You must have a web-enabled device, connection to the internet, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You are responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at info@illuno.com. Agreements and transactions executed prior to this request will remain valid and enforceable.

22. Term and Termination

·         The Terms begin the date you begin using the Services and continue until terminated by us or until you discontinue all use of the Services.

·         Upon termination, all licenses and access to the Services will terminate.

These Terms of Use commence on the earlier of the date you register for the Services or first access the Site (the “Effective Date”) and remain in effect until terminated by either you or Illuno as set forth herein. If you are an Officer, Client, or Agency, you may terminate these Terms at any time by accessing and cancelling your account on the Platform or by submitting a request to terminate to info@illuno.com. Upon termination you shall pay any outstanding fees to Illuno and, if you are a Client, you shall pay any and all amounts due to Officers or Agencies for Jobs performed. If you are a website visitor and you do not have an Illuno account, you may terminate these Terms by discontinuing use of the Services.

Illuno may terminate these Terms of Use at any time without notice to you and accordingly we may terminate your access to our Services or any part thereof at any time or for any reason. We reserve the right to disable any Username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms. Upon termination of these Terms: (a) the rights and licenses granted to you herein shall terminate as to the terminated rights, (b) you shall cease all use of the Services that have been terminated, and (c) Illuno may at its own discretion remove and/or purge your data and any other information related to providing you the Services. We reserve the right to keep, maintain, and use your data and information for our internal business purposes.

23. Disclaimer of Warranties

·         The Services are provided “as is.” No warranties.

YOUR USE OF THE SITE SERVICES IS AT YOUR OWN RISK. ILLUNO MAKES NO EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY, OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WHERE-IS” BASIS WITH NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND. ILLUNO DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION, OR ADVICE GIVEN BY ILLUNO SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY US EXPRESSLY CREATING SUCH WARRANTY.

24. LIMITATION OF LIABILITY

·         Illuno’s potential liability under these Terms is limited.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ILLUNO BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, PROPERTY DAMAGE, PERSONAL INJURY, OR LOSS OF DATA OF ANY KIND, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY TYPE, WHETHER DIRECT OR INDIRECT, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES ALLEGEDLY ARISING FROM THE COMPROMISE OR LOSS OF YOUR ACCOUNT INFORMATION OR PAYMENT INFORMATION OR FUNDS, OR FOR MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, DEFECTS AND/OR ERRORS IN TRANSMISSIONS OF TRANSACTIONS VIA THE NETWORK OR SERVER. FURTHER, WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE MAXIMUM LIABILITY OF ILLUNO TO YOU SHALL NOT EXCEED THE NET AMOUNT OF FEES PAID BY YOU THROUGH THE SERVICES DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF YOUR CLAIM OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

25. INDEMNIFICATION

·         The you agree to indemnify us.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ILLUNO AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, PENALTIES, LIABILITY, AND COSTS, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES, OF ANY KIND OR NATURE ARISING OUT OF OR RELATED TO (A) YOUR USE, MISUSE OF, OR ACCESS TO THE SERVICES; (B) YOUR BREACH, NON-COMPLIANCE,  OR VIOLATION OF ANY OF THESE TERMS OF USE OR OUR PRIVACY  NOTICE, OR APPLICABLE LICENSE AGREEMENTS, BY YOU OR ANYONE UNDER YOUR DIRECTION AND CONTROL; (C) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (D) ANY ACTUAL OR POTENTIAL CLAIM BY ANY USER OR THIRD PARTY RELATED TO YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, CLAIMS ARISING FROM LABOR, EMPLOYMENT OR WAGE AND HOUR LAW, CONTRACT PERFORMANCE, OR PUBLIC SAFETY OFFICER ACTION OR INACTION; (E) ANY ACT OR OMISSION OF YOURS OR ANYONE UNDER YOUR DIRECTION OR CONTROL; (F) YOUR VIOLATION OR ALLEGED VIOLATION OF ANY LAW OR RIGHT OF ANY THIRD PARTY; AND/OR (G) ANY LOSS OF DATA OR PROFITS OF ANY KIND, FOR ANY REASON. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF USE AND YOUR USE OF THE SERVICES. IN ANY EVENT, WE CANNOT COMPENSATE YOU FOR HARMS WE COULD NOT REASONABLY EXPECT FROM PROVIDING THE SERVICES TO YOU. IF YOU CAUSE HARM TO US OR VIOLATE THESE TERMS, WE RESERVE THE RIGHT TO ASSUME, AT OUR SOLE DISCRETION, THE EXCLUSIVE DEFENSE AND CONTROL OF ANY SUCH CLAIM OR ACTION AND ALL NEGOTIATIONS FOR SETTLEMENT OR COMPROMISE, AND YOU AGREE TO FULLY COOPERATE WITH US IN THE DEFENSE OF ANY SUCH CLAIM, ACTION, SETTLEMENT, OR COMPROMISE NEGOTIATIONS, AS REQUESTED BY US. IN NO EVENT WILL YOU SETTLE ANY CLAIM OR ACTION WITHOUT OUR PRIOR WRITTEN APPROVAL. YOU AGREE NOT TO SUE US AS A RESULT OF OUR DECISION TO WITHHOLD APPROVAL OF OR REMOVE YOUR USER CONTENT, TO WARN YOU, TO REVOKE OR SUSPEND YOUR USER ACCOUNT, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF OUR CONCLUSION THAT A VIOLATION OF THESE TERMS HAS OCCURRED.

26. Class Action Waiver

·         You will not bring or participate in a class action against us.

You hereby waive any right to commence or participate in any class action lawsuit against ILLUNO related to any claim, dispute, or controversy, and, where applicable, you hereby agree to opt out of any class proceeding against ILLUNO otherwise commenced ON OR AFTER THE EFFECTIVE DATE.

27. ARBITRATION AGREEMENT

·         Disputes will be resolved by arbitration.

·         Claims must be brought within 1 year of the date it arose.

Any controversy or claim between you and Illuno arising out of or relating to: (a) these Terms or the breach thereof, or (b) your access to or use of the Services, or (c) any alleged violation of any federal or state or local law, statute or ordinance (each such controversy or claim, a “Claim”), shall be resolved exclusively by a binding arbitration administered by JAMS and held in New Castle, Delaware, USA. Claims shall be heard by a single arbitrator and arbitration shall be held in New Castle, Delaware but the parties may choose for themselves whether to appear in person, by phone, or through the submission of documents. The arbitration shall be governed by the Federal Arbitration Act and by the internal laws of the State of Delaware, without regard to conflicts of laws principles. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. In arbitration, the parties give up their right to have their Claim decided by a judge or jury, and their Claim is instead decided by an arbitrator. Discovery rights and appellate rights in arbitration are more limited than in court. The arbitrator shall issue a reasoned award in writing, including all findings of fact and law upon which the award was made. Claims must be brought within one (1) year of the date the claim or cause of action arose, or else that claim, or cause of action will be barred forever.

YOU AND ILLUNO AGREE THAT EACH MAY BRING OR PARTICIPATE IN CLAIMS AGAINST THE OTHER ONLY IN THEIR RESPECTIVE INDIVIDUAL CAPACITIES, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS BOTH YOU AND ILLUNO AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF A CLAIM IMPLICATES THIS SECTION, AND IF THIS SECTION IS FOUND TO BE INVALID, UNENFORCEABLE, OR ILLEGAL BY A COURT OF COMPETENT JURISDICTION, THEN SUCH CLAIM MUST BE ADJUDICATED BY A COURT AND NOT BY AN ARBITRATOR. NOTWITHSTANDING THE FOREGOING, IF ANY CLAIM IS NOT SUBJECT TO ARBITRATION, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN NEW CASTLE, DELAWARE, WHICH IS THE PLACE OF PERFORMANCE OF THESE TERMS.

28. Governing Law

·         The Terms are governed by Delaware law.

Delaware state law, the Federal Arbitration Act, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to these Terms. You hereby consent to the exclusive jurisdiction of the state and federal courts located in New Castle, Delaware, USA to enforce these Terms. However, judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

29. Miscellaneous

·         These Terms (with the documents referenced in these Terms) are the entire agreement between you and Illuno.

·         Illuno will send you notices to your email on file with us, by mail, or by posting on the Services.

·         You may not assign these Terms to anyone else.

These Terms and the documents incorporated by reference herein are the entire agreement between you and Illuno and supersede all prior or contemporaneous negotiations, discussions, or agreements between you and Illuno about the Services. Illuno prefers to advise you if we feel you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by Illuno, may result in immediate termination of your access to the Services without prior notice to you.

Illuno may send you notices related to the Services (such as updates to these Terms) via the Platform, to your email address on file, by regular mail, or by posting to the Services. You will be deemed to have received any notice sent to your Platform account or your email address on file at the time the notice is sent, whether or not you actually receive the notice. It is your responsibility to keep your email address current and to check your Platform account regularly.

Illuno’s failure to enforce any of these Terms is not a waiver of such term. If any provision of these Terms is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect. Sections 3, 4, 9, 12 through 15, 22, and 24 through 30 shall survive any termination of these Terms. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without prior written consent of Illuno, but may be freely assigned by Illuno without restriction.

30. UPDATES

·         Updates to these Terms will be posted to illuno.com.

Illuno reserves the right to update these Terms of Use without notice at any time. If we revise these Terms, we will update this posting. Your continued use of the Services following the posting of changes constitutes your acceptance of such changes. In the event you do not agree with the updated Terms, your choice is to cease use of the Services.