LUMINATE, LLC TERMS OF USE

LAST UPDATED ON FEBRUARY 2, 2024

Luminate, LLC (“Luminate” or “we”) produces, hosts, licenses, aggregates and distributes legal programming and continuing legal education primarily in the form of on-demand video recordings (“On-Demand Programs”) hosted on our website at https://luminateplus.com (the “Site”) or available on our mobile app(s) (together with all features, content, products and services related thereto, collectively the “Service”). Please read this Terms of Use agreement (the “Agreement”) carefully as it governs your use of the Service. 

1.  Acceptance of Terms.  The Service is made available to you by Luminate subject to this Agreement.  Luminate reserves the right to update or make changes to this Agreement from time to time and may provide you with notice of such changes by any reasonable means, including without limitation, by posting the revised version of this Agreement on our Site.  You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of this Agreement.  Your access to or use of the Service following changes to this Agreement will constitute your acceptance of those changes.  Any changes to this Agreement shall not apply to any dispute between you and Luminate arising prior to the date on which Luminate posted the revised version of this Agreement incorporating such changes or otherwise notified you of such changes.  If you, or an entity you are affiliated with (for example as an employee or a partner), has entered into a separate subscription agreement with Luminate, such subscription agreement may contain additional terms and conditions regarding your use of the Service.  In the event of a conflict between the provisions of this Agreement and the applicable subscription agreement, the terms of the subscription agreement govern with respect to any such conflict.

BY ACCESSING OR USING THE SERVICE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

2.  Modification of Terms.  We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify or discontinue the Service, with or without notice; charge fees in connection with the use of the Service; modify or waive any fees charged in connection with the Service; or offer opportunities to some or all users of the Service.  You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service in whole or in part.  Your continued access to or use of the Service after such changes will indicate your acceptance of such changes.

3.  Content. We provide users of the Service with access to certain content and services related to educational programming, which may include, without limitation:  (a) On-Demand Programs; (b) downloadable audio and video programs; (c) live webinars and in-person events or conferences, and (d) downloadable, non-downloadable and/or hyperlinked course materials and presentation materials (collectively the “Content”). All Content is included in the “Service”.

The quality (e.g., the resolution) of online streaming content, as well as the download speed of downloadable content, may be affected by a variety of factors such as your location, bandwidth, the content being streamed or downloaded and the speed of your internet connection.  Luminate makes no representation or warranty regarding access to the Content available through the Site or in connection with the Service.

4. Disclaimer of Advice.  The Content is designed to provide practical and useful information on the subject matter covered. WHILE THE CONTENT MAY CONCERN LEGAL ISSUES, ACCOUNTING ISSUES OR OTHER ISSUES RELATED TO PROFESSIONAL SERVICES, SUCH CONTENT IS NOT LEGAL ADVICE, ACCOUNTING ADVICE OR OTHER PROFESSIONAL SERVICES ADVICE.  YOU SHOULD NOT ACT OR REFRAIN FROM ACTING ON THE BASIS OF ANY INFORMATION CONTAINED IN THE CONTENT AND YOU SHOULD NOT RELY ON ANY INFORMATION CONTAINED IN THE CONTENT OR OTHERWISE COMMUNICATED BY ANY OF THE SPEAKERS OR AUTHORS WHO MAY PARTICIPATE OR CONTRIBUTE TO THE CONTENT. LUMINATE EXPRESSLY DISCLAIMS ALL LIABILITY IN RESPECT OF ACTIONS TAKEN OR NOT TAKEN BASED ON THE CONTENT.  YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT IS NOT PROVIDED FOR THE PURPOSE OF RENDERING LEGAL, ACCOUNTING OR OTHER PROFESSIONAL SERVICES.

USE OF OUR SITE AND SERVICE DOES NOT CREATE AN ATTORNEY-CLIENT OR OTHER RELATIONSHIP NOR DOES IT CONSTITUTE A SOLICITATION FOR THE FORMATION OF AN ATTORNEY-CLIENT RELATIONSHIP. IF YOU REQUIRE LEGAL ADVICE OR OTHER EXPERT COUNSEL, YOU SHOULD RETAIN THE SERVICES OF A COMPETENT PROFESSIONAL.

5.  Rules of Conduct.  You must comply with all applicable laws, rules and regulations while accessing or using the Site and/or Service. Your use of the Site and/or Service is conditioned upon your compliance with the rules set forth in this section.  You must not:

• Use the Service for any fraudulent or unlawful purposes, including but not limited to conduct that would (a) defame, abuse, harass, stalk, threaten, harvest or collect personally identifiable information, or otherwise violate the legal rights of others, including rights of privacy or publicity; (b) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with any person or entity, or state or imply that we endorse any of your statements.
   
• Interfere with or disrupt the operation of the Service or the servers or networks used to make the Service available or violate any requirements, procedures, policies or regulations of such servers or networks.
   
• License, sublicense, transfer, assign, reproduce, duplicate, copy, sell, resell, distribute, or exploit for any commercial purposes the Service or the Content, or any access to or use of the Service.
   
• Modify, adapt, make derivate works of, translate, reverse engineer, decompile or disassemble the Service or the Content.
   
• Remove any copyright, trademark or other proprietary rights notice from the Service or the Content or any other materials available through the Service.
   
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather the Content or other content of the Site or in connection with the Service or reproduce or circumvent the navigational structure or presentation of the Service or the Content.  Notwithstanding the foregoing, Luminate grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials.  Luminate reserves the right to revoke these exceptions either generally or in specific cases.
   

6.  Accounts; User Names and Passwords.  You may need to create an account to use all or part of the Service. You represent and warrant that all information you submit to Luminate is complete and accurate to the best of your knowledge. We may reject, or require that you change, for any reason, any login name, password or other information that you provide to us when you create an account. Your login name and password are for your personal use only and should be kept confidential; you, and not Luminate, is responsible for any use or misuse of your login name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your login name or password or your account. Luminate is not liable for any loss or damage arising from your failure to comply with any of these obligations.

7.  Luminate’s Proprietary Rights.  Unless otherwise noted, all Content, including, but not limited to, articles, documents, images, illustrations, designs, icons, photographs, videos and audio files available on the Site are protected by copyright, trademark, and/or other proprietary rights owned, controlled or licensed by Luminate, or the party credited as the provider of the Content. You shall abide by all additional copyright notices, information or restrictions contained in any Content accessed through the Service. No Content from the Service may be copied, reproduced, framed, republished, sold, licensed, transmitted, or distributed in any way without the permission of the applicable copyright owner.

8.  Purchases.  We may make available products and services for purchase through the Service, and we may use third-party suppliers and service providers to enable e-commerce functionality on our Service.  If you wish to purchase any product or service made available by us through the Service or through our email, telephone, mail-order, telemarketing efforts, customer service representatives, account representatives or other sales channels (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction, including without limitation your credit card number, the expiration date of your credit card, your billing address, and your shipping information.  YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION.  By submitting such information, you grant to Luminate the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf.  Verification of information may be required prior to the acknowledgment or completion of any Transaction.

Luminate reserves the right, with or without prior notice, to limit the available quantity of or discontinue any product or service; to not honor, or impose conditions on the honoring of, any coupon, coupon code, promotional code or other similar promotions; to bar any user from making any or all Transaction(s); and/or to refuse to provide any user with any product or service.  Luminate reserves the right to change its pricing for any and all of its products and services offered via the Services, at any time in its sole and absolute discretion without notice.

9.  Jurisdictional Issues.  The Site and the Service are not intended to subject Luminate to the laws or jurisdiction of any state, country or territory other than that of the United States.  Luminate neither represents nor warrants that the Site or the Service or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States.  In choosing to access the Service, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations. 

10.  Information Submitted Through the Site and/or Service.  Your submission of information through the Site or in connection with the Service is governed by Luminate's Privacy Policy, which is located at luminateplus.com/privacy-policy (the “Privacy Policy”).  You agree that all information that you provide to us is true, accurate and complete, that you will maintain and update such information regularly, and that you have the authority to provide such information. At regular intervals, you should create backup records of any information or content you upload to or post on the Site or in connection with the Service, including, without limitation, information and content relating to your CLE credit compliance.

The Site may include the ability to submit questions to the speakers who participate in the Content. Luminate may or may not route these questions to the speakers depending on the relevance and appropriateness of the question, as determined in Luminate’s sole discretion. In the event Luminate routes any of your question(s) to the applicable speaker(s), you agree that Luminate may provide such speaker(s), and/or their representatives, with your email address so that the speakers may respond to you directly. All such responses will come directly from the speaker(s), or their representatives, via direct email and will not be responded to by Luminate or via the Site. The speaker(s) are not required to reply to any questions and may choose to do so in their sole and absolute discretion. You agree that Luminate is neither responsible nor liable for any speaker responses to your question(s), including the accuracy, integrity, quality, or usefulness relating to.

11.  Third Party Content; Links.  The Service may incorporate certain functionality that allows the routing and transmission of, and online access to, certain digital communications and content made available by third parties, including social media providers (such communications and content, “Third Party Content”).  By using such functionality, you acknowledge and agree that you are directing us to access and transmit to you Third Party Content associated with such functionality.  The Service may provide links to other websites and online resources that include Third Party Content.  Because we do not control Third Party Content, you agree that Luminate is neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content.  We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the Service at any time.  Your access to or receipt of Third Party Content via the Service does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in this Agreement or our Privacy Policy.  This Agreement does not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in this Agreement shall be deemed to be a representation or warranty by Luminate with respect to any Third Party Content.  YOU AGREE THAT YOUR USE OF THIRD PARTY CONTENT IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD PARTY CONTENT. 

12.  DISCLAIMER OF WARRANTIES.  THE CONTENT, THE SITE AND THE SERVICE ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY.  YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY RELIANCE ON THE ACCURACY, COMPLETENESS OR USEFULNESS OF THE CONTENT OR ANY OTHER INFORMATION PROVIDED THROUGH THE SERVICE. LUMINATE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE CONTENT, THE SITE AND SERVICE TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE.

13.  LIMITATION OF LIABILITY.  LUMINATE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICE , OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES.  IN PARTICULAR, AND WITHOUT LIMITATION, LUMINATE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, OR FROM ANY CONTENT POSTED ON THE SITE OR IN CONNECTION WITH THE SERVICE BY LUMINATE OR ANY THIRD PARTY.  YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.  THE MAXIMUM LIABILITY OF LUMINATE FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO LUMINATE TO ACCESS AND USE THE SERVICE.

14. Third Party Services and Platforms. Our Service may rely upon the use of third party services, including, without limitation, Amazon Web Services and third parties who manage our CLE application and accreditation program (collectively, “Third Party Services”). You are responsible for determining whether use of the Third Party Services are approved and/or consistent with your, and your employer’s, expectations and policies regarding the security and privacy of the Third Party Services. Luminate hereby disclaims all representations and warranties with respect to the Third Party Services. If you have any questions about the use of the Third Party Services in the Services, please contact us at support@luminateplus.com. You further agree that Luminate is neither responsible nor liable for any Third Party Services, including the accuracy, integrity, quality, legality, usefulness, privacy, security or safety of and Third Party Service. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICE, INCLUDING ALL THIRD PARTY SERVICES INCORPORATED THEREIN.

15. CLE Accreditation. Luminate contracts with the American Bar Association (“ABA”) to procure CLE accreditation and reporting services for many of our CLE programs. The CLE application and accreditation process is managed by the ABA and all CLE certificates of attendance that are made available to you on the Site are generated by the ABA and transmitted to our Site via an API. FAQs regarding our CLE accreditation program are available on the Site at luminateplus.com/cle-faq. In addition, each program on the Site includes program-specific CLE details regarding the jurisdictions and credit hours of the applicable program. If you plan to claim CLE credit for a given program, you are responsible for reviewing the CLE information for that program before you watch it to ensure it offers the credit you are seeking.

16.  Indemnity.  Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless Luminate and its affiliates from and against all claims, losses, costs and expenses (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the Service; (b) your reliance on any information contained in the Content; (c) any violation or alleged violation of this Agreement by you; or (d) any claim that anything you submitted through the Service or any use or exploitation thereof caused damage to or infringed upon or violated the rights of a third party, including past, present or future infringement, misappropriation, libel, defamation, invasion of privacy or right of publicity, or violation of any right related to the foregoing.

17.  Termination.  This Agreement is effective until terminated.  Luminate may terminate your access to or use of the Service, at any time and for any reason and without prior notice.  Upon any such termination, your right to access or use the Service will immediately cease. 

18.  Governing Law and Arbitration.  This Agreement is governed by the laws of the State of California, U.S.A., without regard to its conflicts of law provisions, and regardless of your location.  ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND LUMINATE, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, SHALL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY AND, BY YOUR ACCESS TO OR USE OF THIS SERVICE, YOU AGREE THAT YOU AND LUMINATE ARE EACH WAIVING OUR RIGHT TO TRIAL BY A JURY.  BY YOUR ACCESS TO OR USE OF THE SERVICE, YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND, BY YOUR ACCESS TO OR USE OF THE SERVICE, YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.  The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by this Agreement.  Any in-person hearings or appearances shall be held in San Francisco County, State of California, U.S.A.  Arbitration proceedings shall be conducted in a manner that preserves confidentiality.  The arbitrator's decision shall follow this Agreement and shall be final and binding. The arbitrator shall have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

19.  Contact Us.  If you have any questions regarding the meaning or application of this Agreement, please direct such questions to support@luminateplus.com.  Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.

20.  Filtering.  Pursuant to 47 U.S.C. Section 230(d) as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors.  Information identifying current providers of such protections is available on the two web sites GetNetWise (https://www.getnetwise.org/) and On Guard Online (https://onguardonline.gov/).  Please note that Luminate does not endorse any of the products or services listed at such sites.

21.  Notice for California Residents.  Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:  If you have a question or complaint regarding the Service, please contact us by writing to: Director of Marketing, Luminate, LLC, 336 Bon Air Center, Suite 284, Greenbrae, CA 94904.  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at 916.445.1254 or 800.952.5210.

22.  Miscellaneous.  This Agreement does not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Luminate.  If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent, and any prohibited assignment, transfer or sublicense is void.  We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction.  No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.  Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.  This, together with all policies referred to herein, is the entire Agreement between you and Luminate relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Luminate relating to such subject matter. Notwithstanding the foregoing, if you, or an entity you are affiliated with (for example as an employee or a partner), has entered into a separate subscription agreement with Luminate, then in the event of a conflict between the provisions of this Agreement and the applicable subscription agreement, the terms of the subscription agreement govern with respect to such conflict.  Notices to you may be made via posting to the Site or through the Service, by e-mail, or by regular mail, in Luminate’s discretion.  The Service may also provide notices of changes to this Agreement or other matters by displaying such notices or by providing links to such notices.

23. Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of Luminate’s mobile app (the “App”) compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Luminate in accordance with this Agreement. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Luminate’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.

Please be sure to review our Privacy Policy, which is located at luminateplus.com/privacy-policy.