Lume Terms of Service and License Agreement
MetaLogics Corporation (“MetaLogics”) designs products and tools that optimize calorie balance in support of leading a healthy life. These Terms of Service and License Agreement (“Terms”) govern your use of our weight loss and electronic body monitoring products (including our scale and armband), our websites, including www.metalogicscorp.com and www.mylume.com, the software embedded in Lume devices, the Lume software, the Lume mobile applications, Lume memberships and other Lume services (collectively, the “Lume Service”).
You must accept these Terms to create a Lume account and to use the Lume Service.
These Terms May Change
These Terms may change over time. If we make minor changes to the Terms without materially changing your rights, we will post the modified Terms on www.MetaLogicsCorp.com. We will notify you by email, through the Lume Service, or by presenting you with a new Terms of Service to accept if we make a modification that materially changes your rights. When you use the Lume Service after a modification is posted, you are telling us that you accept the modified terms. We recommend that you review our Terms of Service on a regular basis for any changes that may affect your rights.
Who Can Use Lume?
You may use the Lume Service if you are over 18 years of age and are not barred from receiving services under applicable law. You may connect to the Lume Service using a device that is manufactured, distributed, or sold by or on behalf of MetaLogics; the Lume mobile applications; the Lume software; approved third-party applications; www.MetaLogicsCorp.com, or www.MyLume.com (“Authorized Connections”). You may not connect to the Lume Service with any device that is not manufactured, distributed, or sold by or on behalf of MetaLogics; otherwise intends to resemble or purports to be a Lume Product; or any unauthorized application or third-party connection. Any violation or attempted violation of this provision may result in the immediate termination of your account and/or ability to access the Lume Service.
Creating an Account
Full use of the Lume Service requires that you create an account by providing us with a valid email address, a cellphone number and a strong password. You are responsible for all activity that occurs in association with your account. MetaLogics is not liable for any loss or damages caused by your failure to maintain the confidentiality of your account credentials.
We may need to contact you about your use of the Lume Service. These communications are part of the Lume Service and you may not opt-out from receiving them.
Trial Software and Purpose
By using the Lume Service you acknowledge that you are part of a user trial designed to evaluate the Lume Service (the “Lume Beta Trial”) and to provide feedback to us on its use. By using the Lume Service you acknowledge that you are accepting participation in this Lume Beta Trial and that you are agreeing to provide feedback on its use. You understand and agree that participation in the Lume Beta Trial is voluntary and does not create a legal partnership, agency or employment relationship between you and MetaLogics. You also acknowledge that you are sharing your lifestyle data with MetaLogics and the health, weight loss or wellness organization (“Health Organization”) that invited you to participate. This information may constitute Personally Identifiable Information (“PII”) that will be accessible by the Health Organization and MetaLogics. We intend to maintain the privacy of your information between the firm that invited you and MetaLogics, however, you acknowledge that the Lume Beta Trial is designed to test features such as this. Your participation in the Lume Beta Trial acknowledges that certain vulnerabilities in Lume Service may exist and that you are agreeing to participate knowing that may be the case. MetaLogics is committed to resolving any problems quickly and you agree to assist MetaLogics in identifying them. You also acknowledge that the Lume products supplied to you in the Lume Beta Trial are the property of MetaLogics and that they will be returned to MetaLogics at the end of the Lume Beta Trial in substantially the same condition less normal wear and tear. You also acknowledge that the Lume Service provided under the Lume Beta Trial is part of a user test, not a commercial product, and that you are agreeing to help MetaLogics identify problems associated with the product, without compensation or reward.
You understand and agree that your participation in the Lume Beta Trial does not obligate MetaLogics to provide you access to, or use of, any component of the Lume Service for any specified period and your participation in the Lume Beta Trial can be terminated by MetaLogics at any time and for any reason.
Full use of the Lume Service is dependent upon your use of a supported Apple iPhone mobile device with a current Apple iOS operating system, an active phone number, text messaging capability, and Internet access. The maintenance and security of this equipment may influence the performance of the Lume Service and it is your responsibility to ensure the equipment’s functionality.
Your Content On The Lume Service
Data collected from your Lume products and Lume Service will be stored on a secure data base. You retain all rights to “Your Content” that is recorded or that you post to the Lume Service. By making Your Content available on or through the Lume Service you grant to Lume a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, publicly display, publicly perform and distribute Your Content only in connection with operating and providing the Lume Service.
You are responsible for Your Content. You represent and warrant that you own Your Content or that you have all rights necessary to grant us a license to use Your Content as described in these Terms. You also represent and warrant that Your Content and the use and provision of Your Content on the Lume Service will not: (a) infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (c) be fraudulent, false, misleading or deceptive; (d) be defamatory, obscene, pornographic, vulgar or offensive; (e) promote discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) be violent or threatening or promote violence or actions that are threatening to any person or entity; or (g) promote illegal or harmful activities or substances.
“Lume Content” includes any text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Lume Service to you. Except for Your Content, Lume Content, the Lume Service and its underlying technology are protected by copyright, trademark, patent, intellectual property, and other laws of the United States and foreign countries. You agree not to remove, change or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Lume Service.
The Lume Service
The Lume Service is intended for your personal, non-commercial use and the use of the Health Organization that invited you to participate in the Lume Beta Trial.
Lume grants you a limited, non-exclusive, non-transferable, non-sublicensable license to (1) access and view the Lume Content, (2) access and use the software and mobile applications provided by the Lume Service, and (3) use the software that is embedded into Lume products as authorized in these Terms. This license is provided solely for your personal use and enjoyment of the Lume Service in the Lume Beta Trial as permitted in these Terms.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Lume Content, Lume Service or any portion thereof, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Lume, MetaLogics or its licensors, except for the licenses and rights expressly granted in these Terms.
Things You Cannot Do On The Lume Service
Except to the extent permitted by law, you may not perform, attempt to perform, or encourage or assist others in performing any of the following while accessing or using the Lume Service: (1) use, display, mirror or frame the Lume Service or any individual element within the Lume Service, Lume’s name, any Lume trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without MetaLogics' express written consent; (2) access or tamper with non-public areas of the Lume Service, Lume’s computer systems, or the technical delivery systems of Lume’s providers; (3) test the vulnerability of any Lume system or breach any security or authentication measures; (4) circumvent any technological measure implemented by Lume or any of Lume’s providers or any other third party (including another user) to protect the Lume Service or Lume Content; (5) access the Lume Service or Lume Content through the use of any mechanism other than through the use of an Authorized Connection, Lume Service or Lume API; or (6) modify, decompile, disassemble, reverse engineer, tamper with or otherwise attempt to derive the source code of any software that Lume provides to you or any other part of the Lume Service.
Our Enforcement Rights
We are not obligated to monitor access or use of the Lume Service, Lume Content, or Your Content or to review or edit any Lume Content or Your Content, but we have the right to do so for the purpose of operating the Lume Service within the context of the Lume Beta Trial, to ensure compliance with these Terms, to resolve technical issues, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable access to the Lume Service, any Lume Content, or Your Content at any time and without notice, and at our sole discretion, if we determine that the Lume Content, Your Content, or your use of the Lume Service is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the Lume Service.
Use The Lume Service At Your Own Risk
Our goal is to provide helpful and accurate information on the Lume Service, but we make no endorsement, representation or warranty of any kind about any Lume Content, information, services or recommendations. The accuracy of the data collected and presented through the Lume Service is not intended to match that of medical devices or scientific measurement devices or the advice of medical professionals.
We are not responsible for the accuracy, reliability, effectiveness, or correct use of information you receive through the Lume Service. Any measurements obtained using Lume Products or the Lume Service is for reference only and should not be considered a medical opinion. If you rely on any Lume Content or the Lume Service, you do so solely at your own risk.
Consult Your Doctor Before Using The Lume Service
The Lume Service is not intended to diagnose, treat, monitor, cure, or prevent any disease. Consult your doctor before making any changes to your diet, exercise plans or physical activities.
If you have a medical or heart condition or are pregnant, consult your doctor before using the Lume Product and Lume Service, engaging in an exercise program or changing your diet. If you experience a medical emergency, stop using the Lume Service and consult with a medical professional. We are not responsible for any health problems that may result from training programs, consultations, products, or events you learn about directly or indirectly through the Lume Service or by participating in the Lume Beta Trial. If you engage in any exercise program you receive or learn about through the Lume Service you agree that you do so at your own risk and are voluntarily participating in these activities.
Prolonged contact with wearable devices such as the Lume Armband may contribute to skin irritation or allergies in some users. To reduce irritation, follow four simple wear and care tips: (1) keep it clean; (2) keep it dry; (3) don’t wear it too tight, and (4) give your arm a rest by removing the Armband for an hour after extended wear. If you notice any skin irritation, remove your Armband. If symptoms persist longer than 2-3 days after removing the device, consult your doctor.
The Lume Scale uses Bioelectrical Impedance Analysis technology that may pose risks to users with certain health conditions such as individuals with medical implants such as pacemakers and women who are pregnant and, therefore should not be used. For more information on Bioelectrical Impedance Analysis, please consult your doctor. Consult your doctor prior to use if you (1) have a pacemaker or other medical implant, (2) are pregnant, (3) have a medical or heart condition, (4) have edema (swelling) of the arms or legs, (5) are taking any photosensitive medicine, (6) have epilepsy or are sensitive to flashing lights, (7) have reduced circulation or bruise easily, or (8) have tendonitis, carpal tunnel syndrome, or other musculoskeletal disorders. If you feel soreness, tingling, numbness, burning or stiffness in your hands, wrists or legs while or after using the Lume products, please discontinue use.
No Support or Maintenance; Future Products.
During your participation in the Lume Beta Trial, MetaLogics is not obligated to provide you with any maintenance, technical or other support for the Lume Service. If such support or maintenance is provided it will be at MetaLogic’s sole option. You agree to abide by any support rules and policies that MetaLogics provides to you in order to receive such support. You acknowledge that MetaLogics has no express or implied obligation to announce or make available a commercial version of the Lume Service to anyone in the future. Should a commercial version be made available, it may have features or functionality that are different from those found in the Lume Beta Trial licensed hereunder.
Use Common Sense
Use of the Lume Service should not replace your good judgment and common sense. Please read and comply with all safety notices that accompany your Lume product or service, including those listed in our Instructions for Use.
You Agree to Receive Alerts And Notifications
As part of your use of the Lume Service and the Lume Beta Trial, you may receive notifications, text messages, alerts, or emails. You agree to the receipt of these communications. You are responsible for any messaging or data fees you may be charged by your wireless carrier.
We Are Not Responsible For Third-Party Links On The Lume Service
The Lume Service may contain links to third-party websites, apps, services and resources (collectively “Third-Party Services”) that are not under Lume’s control. We provide these links only as a convenience and are not responsible for the content, products or services that are available from Third-Party Services. You acknowledge sole responsibility and assume all risk arising from your use of any Third-Party Services.
Lume Does Not Control Third-Party Services That You Link With Your Lume Account
Changes To The Lume Service
Lume may change or discontinue, temporarily or permanently, any feature or component of the Lume Service at any time without notice. Lume is not liable to you or to any third party for any modification, suspension or discontinuance of any feature or component of the Lume Service. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by Lume products without prior notice to you.
If you violate these Terms, we reserve the right to deactivate your account or terminate these Terms, at our sole discretion, at any time and without notice or liability to you. Upon any such termination, we may delete Your Content and other information related to your account. You may cancel your account at any time by contacting MetaLogics. Upon any termination, discontinuation or cancellation of the Lume Service or your account, the following provisions of these Terms will survive: Lume’s Rights; Our Enforcement Rights; Consult Your Doctor Before Using The Lume Service; Termination; Disclaimers; Indemnity; Limitation of Liability; Dispute Resolution; and General Terms.
THE LUME SERVICE AND LUME CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Lume Service or Lume Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the Lume Service or any Lume Content.
You acknowledge and agree that if you rely on any Lume Content or the Lume Service, you do so solely at your own risk.
You will indemnify and hold harmless MetaLogics and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable attorneys’ fees arising out of or in any way connected with (i) your access to or use of the Lume Service, (ii) Your Lume Content, or (iii) your breach of any warranties made by you hereunder or your violation of any other provision of these Terms. We reserve the right to assume control of the defense of any third-party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Limitation Of Liability
NEITHER METALOGICS, ITS SUPPLIERS OR LICENSORS, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE LUME SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE LUME SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Metalogics HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL metalogics’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE LUME SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO metalogics FOR USE OF THE LUME SERVICE OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO METALOGICS FOR LUME, AS APPLICABLE.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN METALOGICS AND YOU.
You agree that any dispute between you and Metalogics arising out of or relating to these Terms of Service, the Lume Service, or any other Lume products or services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below.
Governing Law: The Terms of Service and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to its conflict of laws principles.
Informal Dispute Resolution: We want to address your concerns without needing a formal legal case. Before filing a claim against MetaLogics, you agree to try to resolve the Dispute informally by contacting MetaLogics. We'll try to resolve the Dispute informally by contacting you through email. If a dispute is not resolved within 30 days after submission, you or MetaLogics may bring a formal proceeding.
We Both Agree To Arbitrate: You and MetaLogics agree to resolve any Disputes through final and binding arbitration.
Arbitration Procedures: The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in the United States county where you live or work, Minneapolis, Minnesota, or any other location we agree to.
Arbitration Fees: The AAA rules will govern payment of all arbitration fees. MetaLogics will pay all arbitration fees for claims less than $75,000. MetaLogics will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate: Either you or MetaLogics may assert claims, if they qualify, in small claims court in Minneapolis, Minnesota or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Lume products or Lume Service, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.
No Class Actions: You may only resolve Disputes with Metalogics on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren't allowed under our agreement.
Judicial Forum for Disputes: In the event that the agreement to arbitrate is found not to apply to you or your claim, you and MetaLogics agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Hennepin County, Minnesota. Both you and MetaLogics consent to venue and personal jurisdiction there. We both agree to waive our right to a jury trial.
Limitation on Claims: Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Lume products or Lume Service must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.
Except as otherwise stated herein, these Terms constitute the entire and exclusive understanding and agreement between MetaLogics and you regarding the Lume Service, and these Terms supersede and replace any and all prior oral or written understandings or agreements between MetaLogics and you regarding the Lume Service and Lume Content. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without MetaLogics’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. MetaLogics may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by MetaLogics under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Lume Service. For notices made by e-mail, the date of receipt on the message will be deemed the date on which such notice is transmitted.
MetaLogics' failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MetaLogics. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Additional Terms May Apply
Additional terms may apply to certain products or services. In the event that there is a conflict between these Terms and any additional terms, the additional terms will control.
PLEASE CONTACT US IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS.MetaLogics Corporation
7650 Edinborough Way, Suite 620
Edina, MN 55435 USA