Terms and Conditions

All uses of our Website resulting from visits made by you to our Website, are governed by our Terms of Use set forth below, which are hereby incorporated into these Terms & Conditions.

We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Notice [https://CMMC.LumosInnovations.com/privacy/], and you consent to all actions we take with respect to your information consistent with our Privacy Notice. You acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have 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 of Use. You are responsible for making all arrangements necessary for you to have access to the Website and for ensuring that all persons who access the Website through your internet connection are aware of these Terms of Use and comply with them.

The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website, except as follows:
   • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
   • You may store files that are automatically cached by your Web browser for display enhancement purposes.

All purchases of products through our Website or resulting from visits made by you to our Website, are governed by our Terms of Sale set forth below, which are hereby incorporated into these Terms & Conditions.

Purchaser acknowledges and agrees:
   • Purchaser has the sole responsibility to evaluate the risks and benefits of the Lumos Innovations products to Purchaser’s particular circumstances and requirements;
   • Lumos Innovations is not assuming any of the liabilities associated with Purchaser’s use of any Lumos Innovations product; and
   • No network, system, device, hardware, software, or component can be made fully secure through our products alone.

You agree that your order is an offer to buy, under these Terms of Sale, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept orders at our sole discretion, even after we send you an automated confirmation email with your order number and details of the items you have ordered.

   • You acknowledge your obligation to pay for the product(s) ordered by placing an order;
   • Purchaser may cancel an order up to the point when the order is shipped (e.g., emailed or made available for download) to fulfill the order. Once the order is fulfilled, no cancellations will be honored; and
   • Lumos Innovations does not offer refunds, cancellations or exchanges. Due to the nature of intellectual property, it is not possible to confirm that Purchaser deleted the ordered material, and that fact dictates the reason Lumos Innovations does not offer refunds, cancellations or exchanges.

All prices, discounts, and promotions posted on this Site are subject to change without notice. The price charged for any product will be the price advertised on this Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your order confirmation email. Price increases will only apply to orders placed after the time of the increase. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences; and

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept approved credit cards and other payment methods for all purchases. For credit card purchases, you represent and warrant:
   • The credit card information you supply to us is true, correct and complete;
   • You are duly authorized to use such credit card for the purchase; and
   • Charges incurred by you will be honored by your credit card company.

Purchaser acknowledges and agrees the Purchaser may not:
   • Sell, rent, lease, sublicense or otherwise transfer or exploit any rights to any Lumos Innovations product in any way or for any purpose;
   • Post any Lumos Innovations product on any publicly-available website, bulletin board, newsgroup, or other similar mechanism or device;
   • Facilitate or otherwise aid other individuals or entities in violating these Terms & Conditions; and/or
   • Disclose any Lumos Innovations product to a third-party without first obtaining a fully-executed Non-Disclosure Agreement (NDA) between you and the third-party that restricts the use, distribution or release of the disclosed material (e.g., sharing documentation with auditors or an evidence request as part of a third-party risk assessment).

Purchaser acknowledges and agrees:
   • All uses on this Site of the terms “sell,” “sale,” “resell,” “resale,” “purchase,” “price,” and the like mean the purchase or sale of a license. Each product marketed on this Website (“the Licensed Product”) is made available solely for license, not sale, to you and other prospective customers under these Terms & Conditions;
   • Upon purchase of any Licensed Product on the Website, Purchaser receives a non-exclusive, perpetual, worldwide, non-transferable, non-sublicensable license for use of the product by a single legal entity (e.g., corporation, LLC, non-profit, partnership, sole proprietorship, government agency, major military command, etc.)(“License”); such License does not transfer any title or ownership rights for Intellectual Property in any Lumos Innovations product. However, you may edit purchased products, as necessary, to meet your internal business requirements only so long as you are in compliance with the License. The Company may terminate the License without notice upon your breach of these Terms & Conditions, including any breach of the License. Upon termination of the License by the Company, all rights licensed under the License will revert immediately to the Company and/or its Licensor and within seven (7) days you shall inactivate and erase all digital copies of the Work and, at Licensor’s written request, you shall also return or destroy, any tangible copies of the Work;
   • The Company and/or its Licensor are and will remain the sole and exclusive owner and/or Licensee of all intellectual property rights in and to each product made available on this Site and any related specifications, instructions, documentation or other materials, including, but not limited to, all related copyrights, patents, trademarks and other intellectual property rights, subject only to the limited license granted under the product’s License. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through this Site, or of any intellectual property rights relating to those products or services;
   • Purchaser will comply with all Terms & Conditions for any Product obtained through this Site, including, but not limited to, all confidentiality obligations and restrictions on resale, use, reverse engineering, copying, making, modifying, improving, sublicensing, and transfer of those licensed products and services;
   • Purchaser will not cause, induce or permit others’ noncompliance with these Terms and Conditions or the License granted thereunder; and
   • Lumos Innovations products are considered Commercial Off The Shelf (COTS) products regarding Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS). There is no storage, transmission and/or processing of Federal Contract Information (FCI) and/or Controlled Unclassified Information (CUI) in the purchase of Lumos Innovations Products.

WE MAKE NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS PURCHASED THROUGH THE SITE, INCLUDING ANY:
   • WARRANTY OF MERCHANTABILITY;
   • WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE;
   • WARRANTY OF TITLE; OR
   • WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
   • Lumos Innovations is providing products "as is" and "as available" without any representations, warranties, or covenants of any kind whatsoever regarding:
      o The effect or lack of effect of any Lumos Innovations product on the operation or the security of any network, system, software, hardware, or any component of any of them, and
      o The accuracy, utility, reliability, timeliness, or completeness of the product; or
      o The responsibility to make or notify Purchaser of any corrections, updates, upgrades, or fixes.

IN NO EVENT SHALL LUMOS INNOVATIONS OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, AGENTS OR OTHER SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU FOR THE PRODUCTS AND SERVICES SOLD THROUGH THE SITE.

The Company tradename Lumos Innovations, the word marks LUMOS INNOVATIONS and the design mark [Lumos Innovations logo,] and all related or confusingly similar names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

You agree to hold harmless the Company, its parent(s), subsidiary(ies), affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your use of the Website, including, but not limited to any use of the Website’s information, content, services, and products other than as expressly authorized in these Terms & Conditions. Any use of the Website’s content, information, services, and products by you is entirely at your own risk and discretion.

All matters relating to the Website and these Terms & Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Wyoming without giving effect to any choice or conflict of law provision or rule.

Any legal suit, action, or proceeding arising out of, or related to, these Terms & Conditions or the Website shall be instituted exclusively in the United States federal and state courts of the State of Ohio, in each case located in Greene County, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms & Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

At Company’s sole discretion, it may require You to submit any disputes arising from these Terms & Conditions or use of the Website, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration in Ohio applying Ohio law. In such event, the arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and Mediation Procedures ("Commercial Rules"). The arbitrator(s) will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 15 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

No waiver by the Company of any term or condition set out in these Terms & Conditions shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms & Conditions shall not constitute a waiver of such right or provision.

If any provision of these Terms & Conditions is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms & Conditions will continue in full force and effect.

The Company shall not be liable or responsible to You, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; and (h) shortage of adequate power or transportation facilities.

The Company’s Terms & Conditions, License, and Privacy Notice constitute the sole and entire agreement between you and the Company regarding the Website and the Products sold on the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Website or the Products sold on the Website.

You acknowledge and agree that no consideration, other than as provided for by these Terms, has been or will be paid or furnished and that You have freely and voluntarily purchased product without reliance on any representation of any third party.

This Agreement shall be binding upon and inure to the benefit of the Company and its respective owners, shareholders, successors, affiliates, subsidiaries, officers, managers, members, directors, agents, heirs, successors, and assigns.

Lumos Innovations may assign its rights under this Agreement at any time, without notice to you. Your rights arising under this Agreement cannot be assigned without Lumos Innovations (or its assigns’) express written consent.

All information communicated on the Website is considered an electronic communication. When you communicate with Lumos Innovation through or on the Website or via other forms of electronic media, such as e-mail, you are communicating with the company electronically. You agree that we may communicate electronically with you and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to you electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication.

You can review the most current version of the Terms at any time. We reserve the right, at our sole discretion, to update, change or replace any part of the Agreement by posting updates and changes to our Website. It is your responsibility to check our Website periodically for changes. Your continued use of or access to our Website following the posting of any changes to the Agreement constitutes acceptance of those changes.

You hereby further represent and warrant:
   • that you are at least eighteen (18) years of age, or the legal age of majority in your jurisdiction, whichever is greater;
   • have read this Agreement and thoroughly understand and agree to the terms contained in this Agreement; and
   • that you will not resell, re-distribute, or export any product or service that you order from the Website.
You further represent that Lumos Innovations has the right to rely upon all information provided to Lumos Innovations by you, and Lumos Innovations may contact you, your business, and any subaccounts you create by email, telephone, or postal mail for any purpose, including but not limited to
   • follow-up calls,
   • satisfaction surveys, and
   • inquiries about any orders you placed, or considered placing, on or through the Website.

You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against you, or any business related to you, by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against you. If at any time during the life of the Agreement you, or any business related to you, becomes the subject of a government investigation, inquiry, or prosecution by the Federal Trade Commission, any other federal or state governmental agency, or any industry regulatory authority anywhere in the world, or the subject of any lawsuit, you will notify Lumos Innovations of the same within twenty-four (24) hours. Lumos Innovations, at its sole discretion, may terminate the Agreement based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph or otherwise discovered by Lumos Innovations without incurring any obligation or liability to you.

If any provision of this Agreement is found by the arbitrator or (if proper) a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby and shall continue in full force and effect and such provision may be modified or severed from this Agreement to the extent necessary to make such provision enforceable and consistent with the remainder of the Agreement

These Terms, the Privacy Statement and DPA, and any policies or operating rules posted by us on the Website or in respect to the Website constitutes the entire agreement and understanding between you and your business and Lumos Innovations and governs your access to and use of the Website and your ordering, purchasing, and use and/or attempted use of any service or product, and supersedes and replaces any prior or contemporaneous agreements, representations, communications, and proposals, whether oral or written, between you and Lumos Innovations. We may also, in the future, offer new services and/or features through the Website. Such new features and/or services shall also be subject to this Agreement, and any policies or operating rules posted by us on the Website. Any ambiguities in the interpretation of these Terms or the Agreement shall not be construed against the drafting party. When translations of these Terms are provided to You, they are only provided for convenience and the English language translation of these Terms shall govern.

We encourage our customers to contact us with questions or comments about our products and services. Please feel free to do so by sending an email to contatus@lumosinnovations.

Last Updated Date: 03/11/2024