Terms of Service

Lumify Care, Inc. DBA Adni

Effective Date: April 27, 2023

Lumify Care, Inc. DBA Adni (collectively, "our," "us," or "we") operates websites, provides products, and provides services through mobile and other applications. We refer to these as "Site(s)," "Service(s)," "Application(s)", or "Sites and/or Services."

Unless otherwise stated, these terms of service apply to all our Sites and Services. These terms of service do not apply to those Sites and Services that have their own terms of service.

By using our Sites and/or Services you agree to the following:

1. Acceptance of Terms of Service and Amendments

Each time you use or cause access to our Sites or Services, you agree to be bound by these Terms of Service, as amended from time to time with or without notice. In addition, you will be subject to any rules or guidelines applicable to any particular Site or Service you utilize.

By accepting our Terms of Service, you also agree to accept this Site's Privacy Policy which is incorporated herein by reference.

2. Provided Sites and Services

Our Sites and Services are provided on an "AS IS" basis. You agree that we reserve the right to modify or discontinue our Sites and Services, and to remove the data you provide, either temporarily or permanently, at any time, without notice. We will not be held responsible or liable for temporary shut-down, timeliness, removal of information, failure to store information, inaccuracy of information, or improper delivery of information.

3. Account Security

You are responsible for making all arrangements necessary for you to have access to our Site.

When registering for an account, you may be asked to provide certain registration details or other information. It is a condition of your use of our Site that all the information you provide is correct, current, and complete. You agree that all information you provide to register with this Site is governed by our Privacy Policy.

If you provide a username and password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose the information to any other person or entity. You agree that your account is not transferrable and strictly for your own personal use, and you will notify us immediately of any unauthorized access to your account.

We have the right to disable any account, registration, username, password, or other identifier, whether chosen by you or provided by us, at our sole discretion.

4. Your Conduct

You agree that all information or data of any kind, whether text, software, code, music or sound, photographs or graphics, video, or other documents ("content"), made available publicly or privately, will be under the sole responsibility of the person or entity providing the content. You agree that our Sites or Services may expose you to content that may be objectionable or offensive. We will not be responsible to you in any way for content displayed on our Sites or Services, nor for any error or omission.

By using our Sites or Services, you explicitly agree that:

1. you will not provide any content or conduct yourself in any way that may be construed as: unlawful; illegal; threatening; harmful; abusive; harassing; stalking; tortious; defamatory; libelous; vulgar; obscene; offensive; objectionable; pornographic; designed to interfere with or disrupt the operation of any of our sites or services; infected with a virus or other destructive or deleterious programming routine; giving rise to civil or criminal liability; or in violation of an applicable local, national or international law;
2. you will not impersonate or misrepresent your association with any person or entity; you will not forge or otherwise seek to conceal or misrepresent the origin of any content provided by you;
3. you will not collect or harvest any information about other users;
4. you will not use our Sites or Services or in any manner that would involve junk mail, spam, chain letters, pyramid schemes, or any other form of unauthorized advertising or commerce; you will not use our sites or services to promote or operate any service or content without our prior approval;
5. you will not provide any content that may give rise to us being held civilly or criminally liable, or that may be considered a violation of any local, national, or international law, including, but not limited to, intellectual property laws relating to copyrights, trademarks, patents, or trade secrets.

5. Submission of Content on Our Sites and Services

By providing any content to our Sites or Services:

1. you agree to grant us a worldwide, royalty-free, perpetual, non-exclusive right and license (including any moral rights or other necessary rights) to use, display, reproduce, modify, adapt, publish, distribute, perform, promote, archive, translate, and to create derivative works and compilations, to any such content, in whole or in part. Such license will apply with respect to any form, media, technology already known at the time of provision or developed subsequently;
2. you warrant and represent that you have all legal, moral, and other rights that may be necessary to grant us the license specified here;
3. you agree that you will not submit sensitive personal information about yourself or others, including but not limited to Social Security numbers, driver's license numbers, passport numbers, government ID numbers, bank account numbers, and health insurance information;
4. you acknowledge and agree that we will have the right (but not obligation), at our entire discretion, to refuse to publish, or to remove, or to block access to any content you provide, at any time and for any reason, with or without notice.

6. Other Proprietary Information

You agree that we have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of our Sites or Services and related systems and technologies (including, without limitation, information concerning non-public data provided by you to us to enable the provision of our Sites or Services, and data derived therefrom), and we will be free at any time to (i) use such information and data to improve and enhance our Sites or Services and for other development, diagnostic, and corrective purposes in connection with our Sites or Services, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

7. Third-Party Goods and Services

(i) Goods and services of third parties may be advertised and/or made available for purchase and/or use on or through our Sites or Services. Representations made regarding products and services provided by third parties will be governed by the policies and representations made by those third parties. We will not in any manner be liable for or responsible for any of your dealings or interactions with third parties, including but not limited to the quality of product or service provided by a third-party, even if those products or services are recommended on our Sites or Services. Any dissatisfaction with a good or service should not be addressed to us, and instead be addressed to the retailer, manufacturer, or provider, as appropriate.

(ii) If you sign up to be a provider of good(s), product(s), and/or service(s) to be made available through our Sites and Services, then you further agree that:

1. the information about your good(s), product(s), and/or service(s) as well as your own brand is accurate and a fair representation of such, whether input manually or automatically, including via third-party integration(s);
2. you will update said information if it changes;
3. you have all the rights, materials, means, personnel, and/or inventory necessary to provide your good(s), product(s), and/or service(s) to our users;
4. we are under no obligation to make available to our users any good(s), product(s), and/or service(s) you inform us about;
5. we are under no obligation to list, publicize, promote, endorse, or in any way acknowledge your brand or any of its good(s), product(s), and/or service(s);
6. any costs, fees, payments, or other monetary exchanges between us shall be agreed upon by both parties ahead of time.

8. Indemnification

You agree to indemnify and hold harmless Lumify Care, Inc. and our representatives, subsidiaries, affiliates, related parties, officers, directors, employees, agents, independent contractors, advertisers, partners, and co-branders, from any claim or demand, including reasonable legal fees and costs, that may be filed by any third party, arising out of your conduct or connection with our Sites or Services, your provision of content, your violation of these Terms of Service, or any other violation by you of applicable laws or the rights of another person or party.

9. DISCLAIMER OF WARRANTIES

YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR SITES AND SERVICES OR CONTENT PROVIDED IS AT YOUR OWN RISK. SERVICES AND CONTENT ARE PROVIDED TO YOU "AS IS", AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER IMPLIED OR EXPRESS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY, EITHER IMPLIED OR EXPRESS, THAT ANY PART OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, TIMELY, SECURE, ACCURATE, RELIABLE, OR OF ANY QUALITY, NOR IS IT WARRANTED EITHER IMPLICITLY OR EXPRESSLY THAT ANY CONTENT IS SAFE IN ANY MANNER FOR DOWNLOAD. YOU UNDERSTAND AND AGREE THAT NEITHER WE NOR ANY PARTICIPANT IN THE SERVICE PROVIDES PROFESSIONAL ADVICE OF ANY KIND AND THAT ANY ADVICE OR ANY OTHER INFORMATION OBTAINED VIA OUR SITES OR SERVICES MAY BE USED SOLELY AT YOUR OWN RISK, AND THAT WE WILL NOT BE HELD LIABLE IN ANY WAY.

10. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES; THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM (I) THE USE OF SERVICES OR THE INABILITY TO USE SERVICES, (II) THE COST OF OBTAINING SUBSTITUTE GOODS AND/OR SERVICES RESULTING FROM ANY TRANSACTION ENTERED INTO ON THROUGH SERVICES, (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA TRANSMISSIONS, (IV) STATEMENTS BY ANY THIRD PARTY OR CONDUCT OF ANY THIRD PARTY USING SERVICES, OR (V) ANY OTHER MATTER RELATING TO SERVICES.

11. Reservation of Rights

Lumify Care, Inc. reserves all of its rights, including, but not limited to, any and all copyrights, trademarks, patents, trade secrets, and any other proprietary right that it may have in respect of its Sites and Services, their content, and goods and services that may be provided. The use of our rights and property requires our prior written consent. By making Services available to you, we are not providing you with any implied or express licenses or rights, and you will have no rights to make any commercial use of our Sites or Services without our prior approval.

The Site 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.

You must not distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any of the material on our Site, except if we provide social media features with certain content, you may take such actions as are enabled by such features.

You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site.

If you wish to make any use of material on the Site other than that set out in this section, please contact us pursuant to the "Contact" section below.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Site in breach of the Terms of Use, we reserve the right to terminate your right to use the Site and you must, at our option, return or destroy any copies of the materials you have made.

12. Notification of Copyright Infringement

If you believe that your property has been used in any way that could be considered a copyright infringement or a violation of your intellectual property rights, please contact us pursuant to "Contact" section below.

13. Applicable Law

You agree that these Terms of Service and any dispute arising out of your use of our Sites or Services provided will be governed by and construed in accordance with local laws applicable in the Commonwealth of Pennsylvania, notwithstanding any differences between the said applicable legislation and legislation in force at your location. By using our Sites or Services, you accept that jurisdiction is granted to the courts of the Commonwealth of Pennsylvania in the County of Bucks, and that any disputes will be heard by said courts.

14. Dispute Resolution

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial or other Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

15. Miscellaneous Information

(i) In the event that any provision of these Terms of Service is deemed to conflict with legislation by a court with jurisdiction over the parties, the said provision will be interpreted to reflect the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Service will remain valid and applicable; (ii) The failure of either party to assert any right under these Terms of Service will not be considered to be a waiver of that party's right, and the said right will remain in full force and effect; (iii) You agree that any claim or cause in respect of our Sites or Services must be filed within one (1) year after such claim or cause arose, or the said claim or cause will be forever barred, without regard to any contrary legislation; (iv) Lumify Care, Inc. may assign our rights and obligations under these Terms of Service; in this event, we will be relieved of any further obligation.

16. Contact

All contact shall be directed via email to [email protected]. We will respond to your inquiries or requests in a timely manner.