Lumos Terms of Service

These LUMOS TERMS OF SERVICE (“Agreement”) provide the terms and conditions upon which Gameopedia AS, registered under the laws of Norway and having its registered office at Brogata 7, 2000 Lillestrøm, Norway (“Provider”, which expression shall include its successors and permitted assigns), provides the Services (defined below) to a Subscriber (defined below). This Agreement is effective as of the date that the Subscriber [accepts this Agreement during the process of onboarding or the date of first signature on an Order Form] (“Effective Date”). The Provider and the Subscriber shall individually be referred to as a “Party”, and collectively as the “Parties”. 

If an individual accepts this Agreement on behalf of a Subscriber, such individual represents and warrants that they have the organisational and legal authority necessary to execute this Agreement on such Subscriber’s behalf and to bind such Subscriber.

IT IS AGREED:
1. DEFINITIONS AND INTERPRETATION

In this Agreement, the terms listed below shall have the following meanings: 

1. “Applicable Law(s)” means all applicable laws, by-laws, statutes, rules, regulations, codes, permits, licences, approvals, consents, authorisations, government approvals, judgments, orders, or notifications, in effect and governing the subject matter of this Agreement.

2. “Authorised Users” means the Subscriber's employees, consultants, contractors, and agents whom the Provider authorises to access and use the Services under this Agreement.

3. “Intellectual Property Rights” shall mean all intellectual property rights, whether registered or unregistered, including software (including source code), databases, designs, copyrights, trademarks, patents, trade secrets, know-how, inventions, domain names, and related rights, as well as all applications, renewals, and protections for these rights, anywhere in the world.

4. “Order Form(s)” means the written order signed by the Parties that specifies: (i) the detailed scope of the specific Services to be provided by the Provider, (ii) number of subscriptions and Authorised Users, (iii) the Term, (iv) mutually agreed Fees and payment terms, and (v) any other terms that are mutually agreed upon by the Parties.

5. “Security Incident” means any real or suspected incident that involves (i) the unauthorised acquisition, access, use, processing, loss, or disclosure of Confidential Information or personal data, or (ii) the unauthorised use of or access to any of the Provider’s systems used in connection with the Services.

6. “Services” collectively means the software-as-a-service offering as provided in Clause 2 of this Agreement and an Order Form, but does not include Trial Services (defined below).

7. “Service Levels” means the performance and availability standards the Provider agrees to meet in delivering the Services, as specified in an Order Form, if applicable.

8. “Software” means the Provider’s software platform, provided to the Subscriber under this Agreement and shall include updates and upgrades thereto.

9. “Subscriber” means the subscriber of the Services mentioned in the Order Form.

Interpretation: 

1. The Order Forms and Change Orders (defined below) constitute an integral part of this Agreement.

2. References to the word “include” shall be construed without limitation.

3. Any reference to writing includes email but excludes any other form of electronic communication.

4. Heading and bold typeface are for convenience and shall be ignored for the purpose of interpretation.

2. SCOPE OF SERVICES

1. Subject to the Subscriber’s compliance with this Agreement, the Provider hereby grants the Subscriber a limited, non-exclusive, revocable, non-transferable, non-assignable, and non-sublicensable right and licence for the Term to access and use the Services solely by Authorised Users. The total number of Authorised Users shall not exceed the number agreed upon in the applicable Order Form.

2. Free Trial, Beta Versions, and Similar Offerings: The Provider may, at its sole discretion, offer free trials, beta versions, or similar services (“Trial Services”) to the Subscriber. The Provider makes no warranties, express or implied, regarding the Trial Services, and none of the warranties applicable to the Services under this Agreement (including Service Levels) shall apply to such Trial Services. The Provider reserves the right to revoke, suspend, or terminate the Trial Services at any time, without notice or liability. The provision of Trial Services does not create an obligation for the Provider to implement any modifications, features, or functionality in the final version of the Services.

3. Service Levels and Support Services:

1. The Provider shall not be obligated to meet any Service Levels unless expressly agreed in an Order Form. If the parties agree, on a case-by-case basis, to specific Service Levels under an Order Form, the Provider will use commercially reasonable efforts to deliver the Services in accordance with those Service Levels. Any remedies for a failure to meet such Service Levels shall be as set forth in the applicable Order Form and shall constitute the Subscriber’s sole and exclusive remedy for such failure.

2. The Provider may release or deploy upgrades to the Software at any time and in such manner as the Provider deems appropriate. Where commercially reasonable, the Provider will provide the Subscriber with prior written notice of such upgrades. The Provider shall use commercially reasonable efforts to provide the Subscriber with prior written notice of any scheduled maintenance or downtime that may impact the Subscriber’s access to or use of the Software.

3. Change Request: The Parties may, from time to time, mutually agree upon any changes to the scope of the Services, including changes in the number of Authorised Users, through a change order in the form provided under Appendix A of the Order Form (“Change Order(s)”). For the avoidance of doubt, the term “Services” shall include any changes made to the Service through a Change Order. Subject to the terms of the Order Form, the Provider shall, in its discretion, accept or reject a Change Order requested by the Subscriber. Each Change Order shall be incorporated into this Agreement and form an integral part of this Agreement. For clarity, each Change Order shall be separate and severable.

4. Suspension of Services: The Provider may suspend access to the Services if: (a) the Subscriber breaches any term of this Agreement, including failure to pay Fees (defined below); (b) the Subscriber’s use of the Services poses a security risk; (c) maintenance, upgrades, or repairs are required; or (d) the Provider reasonably believes that the suspension is necessary to protect its systems or services. The Provider will make reasonable efforts to notify the Subscriber in advance of the suspension, unless immediate action is required. Suspension will not be deemed termination of this Agreement, and the Subscriber remains responsible for all Fees due. Access will be restored once the issue causing the suspension is resolved. The Provider shall not be liable for any loss or damages resulting from the suspension.

3. SUBSCRIBER OBLIGATIONS

1. The Subscriber undertakes that each Authorised User shall (a) maintain confidentiality of a secure password for the use of the Services, and such password shall be changed at least once every [__]; (b) establish and maintain a single user account to access the Services; (c) provide accurate and complete registration information; and (d) prevent any unauthorised access to or use of the Services. In the event of any unauthorised access or use, the Authorised User must promptly notify the Provider. Notwithstanding anything to the contrary, the Subscriber is responsible for all activities conducted by its Authorised Users and must immediately notify the Provider of any unauthorised access or use.

2. Except as expressly agreed under this Agreement, the Subscriber shall not, and shall ensure that each Authorised User does not:

1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any portion of the Software and in any form or media or by any means;

2. licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, including in a manner that would result in any unauthorised use or commercial exploitation of such Services by third parties; 

3. introduce or permit the introduction of any virus or vulnerability into the Services or the Provider's network and information systems, or use the Services in any way that violates Applicable Laws or third party Intellectual Property Rights; 

4. use, copy, extract, or disclose any proprietary data, information, or content provided by the Provider through the Services for any purpose other than as expressly permitted under this Agreement. All proprietary data, including any information, analysis, or output generated by the Services, remains the exclusive property of the Provider. The Subscriber shall not attempt to use or transfer such proprietary data for any purpose that could potentially harm the Provider’s Intellectual Property Rights; or

5. interfere with, disrupt, modify, disable, attempt to gain unauthorised access to, or use automated software to perform unauthorised data extractions from any part of the Services or any systems or networks connected to the Services, including circumventing any access control or security measures in any manner for any purpose, including the purpose of building a product which competes with the Services.

4. FEES AND TAXES

In consideration of the Services rendered by the Provider under this Agreement, the Subscriber shall pay the Provider the fees detailed in an Order Form (“Fees”). Each Party shall be responsible for its own income taxes on net income.

5. REPRESENTATIONS AND WARRANTIES 

1. Each Party represents and warrants to the other Party that: (a) it is a valid subsisting entity registered and existing under Applicable Law; (b) it has all requisite power and authority to execute and deliver this Agreement and perform its obligations set out in this Agreement; and (c) the execution of this Agreement will not result in the violation of any of the terms and provisions of any other agreement, written or oral, to which it may be a party.

2. In addition to the above, the Subscriber represents and warrants that: (a) it shall provide all cooperation and assistance as the Provider may reasonably request to enable the Provider to exercise its rights and perform its obligations under and in connection with this Agreement; (b) its use of the Services shall at all times comply with Applicable Law and the terms of this Agreement; (c) its use of the Services does not misappropriate or infringe any third party rights, including Intellectual Property Rights; (d) it is responsible for the accuracy, completeness, and legality of all data uploaded to the Software; and (e) comply with any other obligations as set out by the Provider from time to time.

6. DISCLAIMER OF WARRANTIES

1. The Subscriber agrees that its use of the Services is at its sole risk. To the extent permitted by Applicable Law, the Services are provided on an “as is” and “as available” basis, with all faults. To the fullest extent permissible under Applicable Law, the Provider expressly disclaims all other warranties of any kind, express or implied, with respect to the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, non-infringement, and any warranties arising out of the course of performance, course of dealing, or usage of trade. The Provider does not warrant that the Services will be uninterrupted, error-free, or that defects will be corrected. No oral or written information, advice, or promotional materials provided by the Provider will create a warranty or expand the scope of the express warranties provided herein. The Subscriber acknowledges that the Services rely on third-party data, and the Provider does not make any representations regarding the accuracy, completeness, or adequacy of such data. 

2. The Provider does not provide financial, legal, economic, or any other business advice, and decisions made by the Subscriber based on the use of the Services are solely the responsibility of the Subscriber. The Provider shall have no liability for any consequences of such decisions.

3. The Services may include services, content, components, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) or contain links to Third Party Services. The Subscriber understands that Third Party Services are the responsibility of the third party that created or provided them and acknowledges that use of such Third-Party Services is solely at its own risk. The Provider makes no representations and excludes all warranties and liabilities arising from or pertaining to such Third-Party Services, including their accuracy or completeness. Further, all Intellectual Property Rights in and to Third Party Services are the property of the respective third parties.

4. The Provider shall have no liability for a claim of infringement arising from: (a) any Third-Party Services; (b) the combination of the Services with products or services not provided by the Provider, which claim would have been avoided but for such combination; or (c) the use of the Services in a manner not permitted or contemplated hereunder.

7. CONFIDENTIALITY

1. “Confidential Information” means all information disclosed by either Party (the “Discloser”) to the other Party (the “Recipient”) or their affiliates, before, on, or after the date of this Agreement, that is designated as confidential or proprietary, or that would reasonably be expected to be confidential based on its nature, and which the Discloser takes reasonable steps to protect.

2. The Recipient shall: (a) protect Confidential Information with at least the same level of care as its own, in accordance with Applicable Law; (b) disclose it only to personnel on a need-to-know basis, with confidentiality obligations no less strict than those in this Agreement; and (c) promptly return or destroy all Confidential Information upon the expiration or termination of this Agreement, at the Discloser's discretion.

3. The restrictions on Confidential Information do not apply to disclosures: (a) required by Applicable Law, provided the Recipient notifies the Discloser in writing (if permissible under Applicable Law); (b) already in the Recipient’s possession without confidentiality obligations as of the Effective Date; or (c) publicly available through no fault of the Recipient.

4. A breach of this Clause 7 may cause irreparable harm, and the Discloser is entitled to seek injunctive relief and other equitable remedies. This Clause 7 survives the termination or expiration of this Agreement.

8. INTELLECTUAL PROPERTY

All right, title, and interest in and to the Software, Services, and Trial Services, including all Intellectual Property Rights therein, are and will remain with the Provider and, with respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Services. The Subscriber has no right, title, interest, license, or authorisation with respect to any of the Software, Services, and Trial Services except as expressly set forth under this Agreement.

9. DATA PROTECTION

1. The Parties undertake and warrant that they shall comply with all applicable requirements of data protection laws, rules, notifications, and guidelines under Applicable Laws. To the extent that Applicable Laws impose additional compliance obligations not addressed in this Agreement, the Parties agree to enter into further agreements or take all necessary steps to achieve compliance with Applicable Law.

2. The Parties agree to ensure the confidentiality, integrity, availability, and resilience of their systems and services, and to notify each other of any Security Incident as follows: (a) the Provider will notify the Subscriber in accordance with the Provider’s general customer reporting practices; (b) the Subscriber will notify the Provider within 24 (Twenty Four) hours of becoming aware of the Security Incident. Neither Party shall retain the other Party’s information longer than necessary to perform obligations under this Agreement. Additionally, the Parties will regularly assess and evaluate the effectiveness of the technical and organisational measures they have adopted to comply with applicable information security laws and standards.

10. INDEMNITY AND LIMITATION OF LIABILITY 

1. The Subscriber shall, at its own expense, indemnify, defend, and hold harmless the Provider against any and all claims, actions, liabilities, damages, losses, costs or expenses (including attorneys’ fees and costs) arising from or in connection with the Subscriber’s use of the Services.

2. Neither Party shall be liable to the other for any damages other than direct damages, including consequential, indirect, special, exemplary, or punitive damages, or any lost revenues or lost profits, even if advised of the possibility of such damages. The Provider’s total aggregate liability under this Agreement shall not exceed the Fees paid or payable by the Subscriber in the 12 (Twelve) months immediately preceding the date of the claim. Notwithstanding anything to the contrary, the Provider’s liability for any claims arising from the Trial Services shall be limited to a maximum of USD 1,000.

11. TERM AND TERMINATION

1. This Agreement shall commence on the Effective Date and continue for the period specified in the applicable Order Form (“Term”). The Agreement will automatically renew for successive periods as specified in the Order Form, unless either Party provides written notice of termination within the notice period specified in the Order Form, prior to the expiration of the then-current Term. 

2. Termination for Cause: The Provider may terminate this Agreement immediately upon written notice to the Subscriber if: (a) the Subscriber breaches any term of this Agreement and, if such breach is remediable, fails to remedy it within 15 (Fifteen) days of receiving written notice; or (b) the Subscriber becomes insolvent, is dissolved, files for bankruptcy, or undergoes similar proceedings.

3. Consequences of Expiry or Termination: Upon termination or expiry of this Agreement: (a) the Subscriber shall pay all outstanding Fees due up to the date of termination; and (b) the Subscriber shall promptly, at the Provider’s discretion, return or destroy all of the Provider’s Confidential Information and any other materials in its possession, and certify in writing that it has fully complied with this obligation.

12. GOVERNING LAW AND DISPUTE RESOLUTION 

1. This Agreement shall be governed, interpreted, and construed in accordance with the laws of Norway. 

2. Any disputes or differences arising from this Agreement shall be resolved by arbitration in accordance with the Rules of the International Chamber of Commerce, as amended from time to time. The arbitral tribunal shall consist of 1 (One) arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be Oslo, Norway, and proceedings shall be conducted in English. The arbitral award shall be final and binding on both Parties. The Parties shall keep the arbitration confidential and not disclose any information, transcripts, or award, unless required to do so by Applicable Laws. Each Party shall bear its own costs regarding any dispute.

13. FORCE MAJEURE

Neither Party will be liable for a breach of this Agreement (except for the obligation to pay Fees under Clause 4) caused by a “Force Majeure Event(s)”, which means an unforeseeable event beyond the reasonable control of the Party (such as natural disasters, war, civil disorder, pandemic, epidemic, quarantine, curfew, lockdowns, or terrorist attacks), provided the breaching Party is not at fault and cannot mitigate the breach through alternative means. The breaching Party must promptly notify the other Party in writing and make reasonable efforts to minimise the impact, with a reasonable extension of time granted to perform its obligations.

14. NOTICES

1. Any notice or other communication in connection with this Agreement shall be in writing in the English language and shall be sufficiently given or served to the Provider if delivered or sent to the registered email address.
   
   

2. Without prejudice to the foregoing, any notice shall conclusively be deemed to have been received upon receiving successful transmission report, if sent by post or international overnight courier, 7 (Seven) days from the time of posting, if sent by airmail, at the time of delivery, if delivered by hand or if sent by email, 1 (One) day from the date of the e-mail.  

15. MISCELLANEOUS

1. Order of Precedence: In the event of any conflict or inconsistency between the provisions of this Agreement and any other document forming part of this Agreement, the following order of precedence shall apply: (i) the Change Order, (ii) the Order Form, and (iii) this Agreement, provided that the Change Order and the Order Form shall prevail only in relation to commercial terms, and in all other respects, the provisions of this Agreement shall govern.

2. Amendment, Relationship, and Assignment: This Agreement may only be amended or modified upon the mutual written agreement of both Parties. Nothing in this Agreement is to be construed as making either Party an agent, partner, or legal representative of the other for any purpose. The Subscriber shall not sub-license, sub-contract, assign, or transfer its rights or obligations under this Agreement without the Provider’s prior written consent. The Provider may sub-license, sub-contract, assign, or transfer its rights or obligations without the Subscriber’s prior written consent, in case of a merger, acquisition, reorganisation, or change in control.

3. Publicity, Waiver, and Remedies: The Provider may use the Subscriber’s name, logo, and corporate identifier to refer to the Subscriber as a customer in its marketing materials, website, and public statements. A Party’s failure or delay in enforcing any provision of this Agreement will not operate as a waiver of its right to enforce that provision or any other provision at any time. Any waiver of a provision must be in writing, specify the provision to be waived, and signed by the Party agreeing to the waiver. Remedies under this Agreement are cumulative and shall not exclude any other remedy to which a Party may be entitled.

4. Severability, Survival, and Entire Agreement: If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, in whole or in part, the provision shall be deemed modified to the extent necessary to make it valid, legal, and enforceable, without affecting the validity, legality, or enforceability of the rest of the Agreement. The expiry or termination of this Agreement shall not affect the survival of Clauses 7 to 9, or any other provision intended to survive the expiry or termination. This Agreement constitutes the entire understanding between the Parties relating to its subject matter and supersedes all prior agreements or understandings.