Software License Agreement

By virtue of your download, installation or use of LumaMap or LumaMap Lite, this License Agreement (this “Agreement”) is entered into and/or deemed executed by and between LUMA BOX LTD (“Vendor”), and You (“User”). 

Terms and Conditions

  1.  Definitions. The following capitalized terms shall have the following meanings whenever used in this Agreement.
    1. Documentation” means the Software’s user manual and software-related pages on lumabox.com.
    2. “Media” includes any media generated, modified or processed through the Software.
    3. “Software” means LumaMap or LumaMap Lite, in object code format.
    4. “Specifications” means Vendor’s description of the Software on the product page of lumabox.com at the time of download or purchase.
    5. “Term” means the duration of this Agreement as specified in clause 3(3.1).

  2. Fees
    1. Fees: The User shall pay the Vendor a one-off License Fee (“Fee”), except in the case where the Software is given away for free. 
    2. Fee Amount and Changes: The Fee for the Software is determined at the sole discretion of the Vendor. The Vendor reserves the right to modify, adjust or change the Fee at any given time.

  3. License Entitlements and Scope
    1. Term: this Agreement shall commence on the date that the User makes payment for the Software or downloads the Software, whichever is the earlier, and shall continue until terminated in accordance with the terms of this Agreement.
    2. License: The Vendor grants the User a non-exclusive, non-transferable license during the Term, to download and use the Software as described in the Specifications at the time of purchase and download, provided the User complies with the restrictions set forth in clause 5 below.
    3. Operating System: In cases where a Fee is required to download the Software, the User is granted a license only to use the Software on the operating system selected at checkout. The User shall not be entitled to installation files for multiple operating systems under a single Fee.
    4. Entitlement to Bug Fixes and Enhancements: The Fee entitles the User to access and receive updates, which may include bug fixes, patches and enhancements of the features described in the Specifications at the time of purchase. Such updates shall be provided at the sole discretion of the Vendor.
    5. Extended Feature Updates: The Vendor may, from time to time, release updates or new versions of the Software that introduce additional functionality and features to earlier versions. Such extended features are not covered by the initial Fee. Users will be provided with an option to upgrade their license to access such extended features, subject to an additional Fee (“Extension Fee”). The price of the Extension Fee, which will be proportionate to the value added by the new features, will be determined at the sole discretion of the Vendor.
    6. The User acknowledges and agrees that failure to pay the Extension Fee will limit their access solely to the features covered under their initial license.
    7. Documentation. A User may reproduce the Documentation as reasonably necessary to support internal use of the Software.
    8. Delivery. The Vendor shall provide the Software to the User, through a reasonable system of electronic download. 

  4. DreamStudio API Integration
    1. Integration with DreamStudio API: The Software is integrated with and includes the DreamStudio API provided by Stability AI Ltd (“Stability”) to offer AI generation services. 
    2. Provider’s Terms of Service: Users should make themselves familiar with Stability’s terms of service https://dreamstudio.ai/api-terms-of-service. By using the features of this Software that integrate with the DreamStudio API, the User acknowledges and agrees that they are also bound by Stability’s terms of service which are incorporated by reference into this Agreement. Stability has the right, at its sole discretion, to amend, revise, or modify its terms of service at any time and it is your responsibility to review the Provider’s Terms of Service periodically.
    3. Licensed Models: The Services are provided based on models licensed under the CreativeML Open RAIL++-M License (available here: https://github.com/Stability-AI/stablediffusion/blob/main/LICENSE-MODEL)
    4. Changes and Limitations: We strive to ensure that the integration with the DreamStudio API enhances the Software’s capabilities. However, the User acknowledges that:
      1. API Modifications: Stability has the right to modify, change, or discontinue any feature or functionality of the DreamStudio API at any time without prior notice. Such changes might impact the functionality or availability of related features within this Software;
      2. Credit System Changes: Stability may, at its discretion, make changes to its credit system, which could include adjustments to the cost of credits, the number of credits required for certain tasks, or the overall availability of credits, all of which may affect the Software;
      3. Service Availability: DreamStudio API’s availability may occasionally be interrupted, both for planned reasons such as maintenance and updates, as well as due to unforeseen events; and
      4. Consequences for Breach of Terms: Stability has the right to take steps in response to a User contravening their terms of service. This may include blocking specific text prompts, blurring resultant media, or even disabling services, potentially impacting all Software users. 
    5. Liability regarding DreamStudio API Integration: The Vendor is not responsible and accepts no liability for any modifications, interruptions, or discontinuations of the DreamStudio API or related services provided by Stability whatsoever as such changes are beyond the control of the Vendor.

  5. Restrictions
    1. Restrictions on Software Rights. Copies of the Software created or transferred pursuant to this Agreement are licensed, not sold, and the User receives no title to or ownership of any copy of the Software itself. Furthermore, the User receives no rights to the Software other than those specifically granted in clause 3 above. Without limiting the generality of the foregoing, the User shall not:
      1. Modify, distribute or sublicense the Software;
      2. Use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software;
      3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code;
      4. Use the Software or do any other thing in breach of the DreamStudio API’s terms of service (https://dreamstudio.ai/api-terms-of-service);
      5. Include sensitive personal information (such as phone numbers, residential addresses, health information, social security numbers, driver’s license numbers or other account numbers) about the User or any other person while using the Software;
      6. Violate the privacy, publicity or other rights of any third party while using the Software;
      7. Further or promote criminal activity or enterprise or provide instructional information about illegal activities in the course of using the Software;
      8. Generate any content or engage in content sharing that a reasonable person could find obscene, lewd, lascivious, offensive, pornographic, indecent, vulgar, prurient, excessively violent, or to be a glorification or promotion of violence or a celebration of the suffering or humiliation of any person or class of people (whether living or deceased) (including visible genitalia, bare breasts, fully-nude buttocks, depictions of suicide or explicit sexual activity, fetishistic content, bodily fluids, bestiality, or imagery that shows violent death or acts of torture) in the course of using the Software;
      9. Generate content or engage in any content sharing that has any risk or possibility of exploiting, harming, or endangering the health or well-being of children or other minors, such as images of children in sexualized costumes, poses, or a sexual fetishistic context, or which identifies, directly or indirectly, alleged victims of child sexual exploitation, or for the purpose of exploiting, harming or attempting to exploit or harm children in any way in the course of using the Software;
      10. Generate content or engage in any content sharing that may exploit any vulnerabilities, offend human dignity or may otherwise be defamatory, libelous, harassing, threatening, embarrassing, disparaging, distressing, hateful — racially, ethnically, or otherwise — to a person or class of people, or which may be discriminatory towards a person’s or class of people’s race, religion, color, age, ethnicity, national origin, disability, physical, or mental characteristics, sexual orientation, gender expression, gender identity, family status, medical or genetic condition, personality characteristics, or physical appearance, including through the material distortion of the behavior of any such person or class of people in a manner that causes or is likely to cause that person or class of people physical or psychological harm in the course of using the Software;
      11. Use the Software or any content to stalk, harass, abuse, mock, ridicule, intimidate, disparage, defame, threaten, defraud, or otherwise mistreat or harm any person or class of people;
      12. Use the Software to generate content or engage in any content sharing that is intentionally misleading, false, or otherwise inappropriate or with the purpose of harming others, regardless of whether the content or its dissemination is unlawful;
      13. Upload any materials on the Software that: (A) infringe any intellectual property or other proprietary rights of any party; (B) you do not have a right to upload under any law or under any contractual or fiduciary relationship;
      14. Upload any material, program, or software that contains any virus, worm, spyware, Trojan horse or other program or code designed to interrupt, destroy or limit the functionality of the Software, launching a denial-of-service attack, or in any other way attempting to interfere with the functioning and availability of the Software;
      15. Interfere with or disrupt the Software or servers, or networks connected to the Software;
      16. Access or otherwise obtain any materials or information through any means not intentionally made available or provided for by Vendor or Stability AI Ltd to you through the Software or DreamStudio’s API;
      17. Use the Software (i) for fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation; (ii) to provide medical advice or medical results interpretation; or (iii) generate content or engage in content sharing used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use);
      18. Use the Software in any way that violates any applicable national, federal, state, local or international law or regulation; or
      19. Attempt to do any of the above.

  6. Indemnity 
    1. The User fully indemnifies, defends and holds harmless the Vendor against all losses, including penalties, interest and attorney’s fees that are incurred by the Vendor as a result of any third party action against Vendor that eventuates from any breach by the User of the Restrictions in this clause 5.

  7. Cancellation
    1. The User has 14 days from the date of the order confirmation email to change their mind and cancel an order for the Software. However, the User will lose their right to cancel once the User starts to download the Software and will not be entitled to a refund in such circumstances unless the Software is faulty. Any refunds after the User has downloaded the Software are at the Vendor’s sole discretion.
    2. If a User wishes to cancel an order for the software, this can be notified to us via email at info@lumabox.com. To help us process the cancellation more quickly, Users should have their order numbers ready or include the same in the cancellation e-mail.
    3. We will provide the User with a full refund as soon as possible and no later than 14 days after the day on which the User told us that they wish to cancel.
    4. We will issue any refund to the same payment method used by the User when placing the order.

  8. Faulty digital content
    1. The digital content that we provide must be as described, fit for purpose and of satisfactory quality.
    2. We are under a legal duty to supply digital content that is in conformity with our contract with our Users.
    3. If digital content is faulty, Users are entitled to a repair or a replacement.
    4. If the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience to the User, the User is entitled to receive a full or partial refund.
    5. If Users can show that a fault in the digital content has damaged a User’s device and the Vendor has not used reasonable care and skill, the User may be entitled to a repair or compensation.
    6. This is a summary of some of the User’s key rights. They are in addition to the User’s cancellation rights set out in clause 8 above. For more detailed information on your rights, you can visit the Citizens Advice website at www.citizensadvice.org.uk or call 0808 223 1133.
    7. If there is a problem with digital content, Users should contact the Vendor as soon as reasonably possible.
    8. Contacting Us: Users are encouraged to contact info@lumabox.com to discuss any issues or concerns they might have regarding the Software. The Vendor’s aim is to provide assistance and possible resolutions that could address the User’s needs.
    9. Termination Upon Refund: Should a refund be granted to a User for any reason, the User’s license to use the Software will be immediately terminated. Upon termination, the User agrees to promptly delete and cease using all copies of the Software in their possession or control. Any use of the Software post-refund and post-license termination constitutes a violation of this Agreement and applicable laws.

  9. Intellectual Property Rights and Feedback
    1. IP Rights in the Software: The Vendor retains all right, title and interest in and to the Software and related Documentation, including without limitation, upgrades or updates to the Software.
    2. Feedback: “Feedback” means any suggestion or idea for modifying the Software or the Vendor’s services, including without limitation all intellectual property rights in any such suggestion or idea. The User hereby grants the Vendor a perpetual, irrevocable, worldwide license to use any Feedback the User communicates to the Vendor while the Agreement is in effect, without compensation, without any obligation to report on such use, and without any other restriction. The Vendor’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicenses. Notwithstanding the provisions of clause 10 (Confidential Information) below, Feedback will not be considered User’s Confidential Information.

  10. Confidential Information 
    1. Confidential Information Defined: “Confidential Information” refers to the following: one party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure, provided Discloser confirms such designation in writing within 7 business days; (c) the non-public features and functions of the Software, for which Vendor is Discloser; and (d) any other nonpublic, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.
    2. Nondisclosure: Recipient shall not use Confidential Information for any purpose other than to facilitate the transactions contemplated by this Agreement (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this clause 10; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.
    3. Injunction. Recipient agrees that breach of this clause 10 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
    4. Termination & Return. With respect to each item of Confidential Information, the obligations of clause 8.2 above (Nondisclosure) will terminate five (5) years after the date of disclosure; provided that such obligations related to Confidential Information constituting Discloser’s trade secrets shall continue so long as such information remains subject to trade secret protection pursuant to applicable law. Upon termination of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof.
    5. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.

  11. Representations & Warranties 
    1. From Vendor. At the date of the User’s order, Vendor represents and warrants that it has authority from the owner of intellectual property rights of the Software and of each and every component thereof, or the recipient of a valid license thereto, and that it has and will use the full power and authority to grant the intellectual property rights to the Software set forth in this Agreement without the further consent of any third party. Should the Vendor lose the rights to any part of the Software, that part of the Software shall be deprecated accordingly and Vendor will inform User immediately. Vendor shall have no liability to User as a result of any third party withdrawing their permission to license any part of the Software
    2. From Both Parties. Each party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.

  12. Disclaimer 
    1. Except for the express warranties in Clauses 11.1 and 11.2 above, VENDOR MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Vendor does not warrant that the Software will perform without error or that it will run without immaterial interruption. Vendor provides no warranty regarding, and will have no responsibility for, any claim arising out of: (a) a modification of the Software made by anyone other than Vendor, unless Vendor approves such modification in writing; or (b) use of the Software in combination with any operating system, hardware or software not authorized or recommended in the Specifications or Documentation or with hardware or software specifically forbidden by the Specifications or Documentation.

  13. Limitation of Liability
    3. Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS CLAUSE 13 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF VENDOR IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Clause 13, Vendor’s liability will be limited to the maximum extent permissible. For the avoidance of doubt, Vendor’s liability limits and other rights set forth in this Clause 13 apply likewise to Vendor’s affiliates, licensors, suppliers, advertisers, agents, sponsors, directors, officers, employees, consultants, and other representatives.

  14. Termination
    1. Termination for Cause. The Vendor may terminate this Agreement for the User’s material breach (including any breach of clause 5) by written notice specifying in detail the nature of the breach, effective in 30 days unless the User first cures such breach, or effective immediately if the breach is not subject to cure.

  15. Amendment 
    1. Changes to These Terms. The Vendor reserves the right, in the Vendor’s sole discretion, to make changes or modifications to these Agreement terms at any time provided that such change does not have a material adverse impact on the User. Any changes or modifications will be effective immediately upon posting the updated Agreement on lumabox.com, and the User waives the right to receive specific notice of each such change or modification. The User is encouraged to periodically review these Agreement terms to stay informed of updates. Should the Vendor wish to update this Agreement in a way that will foreseeably have a material adverse impact on the User, then the Vendor shall give 30 days’ notice of such update to the User. The User may object and terminate this Agreement, or such change will become effective after the 30-day period has elapsed.

  16. Miscellaneous
    1. Your information. Any personal information that you provide to us will be dealt with in line with our Privacy Policy available here, which explains what information we collect and hold about you, and how we collect, store, use and share such information.
    2. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf.
    3. Notices. Notices pursuant to this Agreement shall be sent to electronic addresses provided by the parties. For Vendor: info@lumabox.com. For User: the email address provided at the point of payment of the license Fee. In addition, User is on notice and agrees that: (a) for claims of copyright infringement, Vendor or the complaining party may contact them via the email address provided by them at the point of payment of the license Fee; and (b) Vendor will terminate the accounts of subscribers who are repeat copyright infringers.
    4. Force Majeure. In the event either party is unable to perform their obligations under the terms of this Agreement because of circumstances reasonably beyond their control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.
    5. Assignment & Successors. The User may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent. Except to the extent forbidden in this clause 16.5, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
    6. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
    7. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
    8. Choice of Law & Jurisdiction: This Agreement will be governed solely by the laws of England and Wales. The Parties consent to the personal and exclusive jurisdiction of the courts of England and Wales. 
    9. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

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