Lumenaki – Commercial Terms

Effective Date: April 15, 2015

These “Commercial Terms” apply to our commercial transactions with you, including your purchase of a subscription (Premium or other plans) or other paid service from us. We refer to any service for which we charge a fee, including Lumenaki Premium and Lumenaki Platinum, as a “Premium Service” and any product we sell, including Album Themes, as a “Product”. You should carefully read through these Commercial Terms to understand your rights and responsibilities, as these Commercial Terms constitute a contract between you and Lumenaki Corporation or its affiliate from which you are purchasing the Premium Service or Product. By purchasing a Premium Service or Product you agree to be legally bound by these Commercial Terms. (Please see our explanation of who you are contracting with in different circumstances in the section below entitled “Who Am I Contracting With?”.)

We may update these Commercial Terms from time to time. The Commercial Terms published on our site at the time you purchase a new Premium Service or Product will apply to your transaction (a “Commercial Transaction”). Please be sure to review these Commercial Terms before you finalize any Commercial Transaction. If you do not agree to the changed Commercial Terms, you may cancel your Premium Service and/or elect not to enter into the Commercial Transaction. If you do not cancel the Premium Service(s) within thirty days after you have learned of the change, or you proceed with any Commercial Transaction, you will be legally bound by the updated Commercial Terms.


Payment of Fees; Taxes
When you elect to purchase a Premium Service or any Product from us or any third party reseller and enter a form of payment, you agree that: (i) you will fulfill your obligation to pay for the Premium Service or Product by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we or our reseller (as applicable) are authorized to charge you for the Premium Service or Product using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Product you are buying. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.

You agree to pay the charges for the Premium Service or Product in the currency specified by Lumenaki (or any reseller or payment processor from which you may purchase the Premium Service or Product) when you enter into the Commercial Transaction, and you assume all risks associated with any changing value in the currency compared with other currencies. The specified charge for a Premium Service or Product may include certain taxes and delivery or similar charges applicable to your purchase. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other charge, such as any charge for a cash on delivery (“COD”) purchase, where COD is available.

Our prices for a Premium Service or Product do not include any of the third-party fees you incur in connection with using a Premium Service including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for cellular or data services and any other third party applications or services with which you may use the Premium Service or Product; you are responsible for selecting and managing these other services, and paying the fees for such services.
Changes in Fees
We may change the price of any Premium Service or the cost of any Product from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will send advance notice of changes in recurring subscription fees by email to the address in your account information. Any increase in charges for the same Premium Service or Product would not apply until the expiration of your then current billing cycle, unless otherwise specifically provided in our notice to you, and would become effective no sooner than the next time you would be charged for that Premium Service or Product. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Premium Service or Product subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current billing cycle. See “Cancellation” below for information on how you must cancel a Premium Service or other Product subscription.


Autorenewal
Lumenaki may accept certain debit and credit cards as well as other forms of cash payment (e.g., Apple iTunes payment or Paypal transfers) as payment methods (each, an “Accepted Payment Method”) for Premium Services or Products, subject to the procedures and rules contained in these Commercial Terms and any applicable contract with the Accepted Payment Method. Accepted Payment Methods may vary by country, by Product or Premium Service and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Premium Service or Product will be billed on the date of your purchase or, for Products that are not delivered or made available on the date of purchase, when your Product is shipped or becomes available to you, as described below. If you purchase a Premium Service or a subscription for a Product that renews automatically, such as monthly or annually, you agree that we may process your Accepted Payment Method on each monthly, annual or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the commencement of your Premium Service or Product subscription, as applicable. In addition, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your purchase. If your Premium Service or Product subscription began on a day not contained in a subsequent month (e.g., your service began on January 30, and there is no February 30), Lumenaki will process your payment on the last day of such month. (This is what we mean by paying on an autorenewal basis.) See below for information describing what you must do to change your Accepted Payment Method.


Paying our Reseller or Payment Processor
Lumenaki may, in our sole discretion, enable you to purchase and/or pay for certain Premium Services or Products through an Lumenaki-authorized reseller or payment processing firm. Unless otherwise expressly provided in a separate agreement with you, your obligation for payment to, and relationship with, such reseller or payment processor is a contractual matter between you and such third-party; Lumenaki is not a party to, or responsible on account of, such contract. While we select our resellers and payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guaranty their performance. We encourage you to provide any feedback regarding any reseller or payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a reseller or payment processor, please contact our Customer Support team as promptly as you can. And, if you seek information about any party acting as an Lumenaki reseller or payment processor before you enter into any agreement with them, please feel free to contact our Customer Support team.


Changes to Payment Methods and Account Information
You are responsible for ensuring that all of your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date at all times.


Cancellation of a Premium Service or Product Subscription
You may elect to cancel a Premium Service at any time. Any cancellation of a Premium Service will be effective as of the end of the then-current billing period, except as provided in the Terms of Service and except where we materially modify the Terms of Service, Privacy Policy or these Commercial Terms during a billing period, and such modification adversely affects you (a “Terms Modification”). In the event of a Terms Modification, you may cancel your subscription for the Premium Service prior to the end of the then current billing period if we receive notice from you no later than thirty days after the effectiveness of such Terms Modification. Your notice must be delivered according to the requirements in the Terms of Service (under “How Can I Send A Notice to Lumenaki?”); the cancellation shall be effective upon our receipt of your notice and our determination that you are authorized to effect such cancellation, as detailed below.

If you desire to cancel your subscription for the Lumenaki Premium Service as of the end of the current billing period, you may do so by informing the Support Team. If you are taking part in any trial period offer that enables you to use a Premium Service without charge, and that trial period converts into a paid Premium Service upon the expiration of the trial period, you must cancel the Premium Service prior to the end of the trial period in order to avoid incurring the charges for the paid Premium Service.

If you are the authorized legal representative for a deceased or legally incapacitated individual or a legal entity that has been formally dissolved or otherwise ceased to be authorized to act for his, her, or its own account (without opportunity for revival), and you wish to cancel a current Premium Service subscription for such individual or entity, you must notify us according to the requirements in the Terms of Service (under “How Can I Send A Notice to Lumenaki?”), identify the account in question and request cancellation of the Premium Service. We will cancel the Premium Service subscription if you demonstrate to our satisfaction your legal authority to act and be legally responsible for such individual or entity and your ability to validate the details of the payment method used for such Premium Service.

Your ability to cancel a subscription for any Product offered by a third party in the Market will be subject to the applicable terms for such Product. If any third party Product may be cancelled prior to the expiration of the subscription period, you will be required to follow the directions provided in order effect such a cancelation. We may cancel any Premium Service or Product subscription you have purchased if you fail to pay the applicable subscription fees and any applicable taxes in full and in a timely manner according to these Commercial Terms or any agreement with a third-party reseller or payment processor. A failure to pay occurs in any situation where Lumenaki has not received timely payment, including where any credit card issuer or pay or bank refuses to transmit the funds that are then due, or the reseller or payment processor you have contracted with notifies us of your failure to pay. We may, in our discretion, elect not to cancel a Premium Service or Product subscription immediately for non-payment, in which case you will continue to be responsible for the fees due for the duration of the applicable subscription. In addition, if you fail to pay for a Premium Service, we may elect to suspend your rights to use that Premium Service or we may change the type of privileges you have to a non-premium version of the service (e.g., changing from Lumenaki Premium to the free version of the Lumenaki Service). We will endeavor to provide you notice promptly after any failure to make a payment to us in full and on time, but we are not obligated to do so.
Costs of Collection; Credit Card Chargebacks
In addition to the published fees for a Premium Service or the price for a Product, you agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys’ fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.

If you purchase a Premium Service or Product with a credit card and then subsequently request your credit card issuer to reverse that payment, Lumenaki is charged a fee that may be a significant multiple of the amount we initially received. Accordingly, in order to enable you to pay relatively minor fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to add additional Content to your Lumenaki Service account until such time as you reimburse us the amount of the fee we were charged by the card issuer and/or return the Product.


Who Am I Contracting With?
As we describe in our Terms of Service, if you purchase a Premium Service or Product from us you will be entering into a contract with Lumenaki SAS company, based in France. Those provisions regarding contracting parties and governing law continue to apply to our contracts for the Lumenaki Service. If you elect to pay a third-party reseller or payment processing firm for any Premium Service or Product, the contract regarding your payment will be with such third-party, but such third-party is not authorized to provide you with any contract terms or other assurances that affect Lumenaki’s obligations relating to our delivery of the Premium Service or Product; our obligations to you are governed by the Terms of Service, Privacy Policy and these Commercial Terms.