1. Introduction

You and the company or business that you are authorized to represent (“you,” “your,” or “Company”) agree to these Terms of Service and all other applicable terms, policies, and documentation (collectively, “Business Terms”) by downloading or using LuxApp, software, features, services, and APIs designed and developed for businesses (“Business Services”).

2. LuxApp Account

Business Use and Eligibility. You represent and warrant that you: (a) will use our Business Services solely for business, commercial, and authorized purposes, and not for personal use; (b) will only provide registration information associated with your Company; (c) are authorized to enter into these Business Terms and are at least 18 years old (or the age of majority in your country of residence); and (d) have not been previously suspended or removed from our Business Services, or engaged in any activity that could result in suspension or removal.

Registration and Account. Company must create a LuxApp account by providing accurate, current, and complete information, including its valid legal business phone number, Company name, and other information we require. Company will keep its business account information updated. Company’s name must not: (a) be false, misleading, deceptive, or defamatory; (b) parody a third party or include character symbols, excessive punctuation, or trademark designations; or (c) infringe any trademark, violate any right of publicity, or otherwise violate anyone’s rights. We reserve the right to reclaim account names on behalf of any business or individual that holds legal claim in those names.

Communication Preferences. As part of your relationship with us, you permit LuxApp to use your information to send you electronic communications from us or our third-party providers, including: (a) notices about your account, password changes, payment authorizations, and other transactional information; and (b) information about products, services, surveys, events, news, and promotions offered by LuxApp. 

Devices and Software. You must provide certain devices, software, and data connections, which we do not otherwise supply, to use our Business Services. You consent to manually or automatically download and install updates to our Business Services.

Fees and Taxes. You are responsible for all carrier data plans, Internet fees, and other fees and taxes associated with your use of our Business Services.

3. Company’s Legal, Privacy, and Security Responsibilities

Compliance with Laws and Regulations. You may only use our Business Services if you have ensured that your use of our Business Services complies with all legal and regulatory requirements; it is your sole responsibility to determine your legal obligations. Our Business Services are not intended for intracorporate usage. We make no representations or warranties that our Business Services meet the needs of entities regulated by laws and regulations with heightened confidentiality requirements for personal data, such as healthcare, financial, or legal services entities. Company must provide all necessary data disclosures and notices (such as maintaining a privacy policy or labelling marketing messages). Company must also secure all necessary rights, consents, and permissions (for example, opt-in) to share its customers’ contact and other personal data with LuxApp, and to communicate with its customers via LuxApp using this information. LuxApp is not liable for any acts or omissions by Company that breach any applicable laws. Company must also honor and comply with all LuxApp user requests to stop or opt-out of receiving certain or all types of LuxApp messages from Company. LuxApp users may block Company, mark Company’s messages as spam, or notify us that Company is otherwise violating our terms and policies. LuxApp will then take appropriate action, which could result in LuxApp suspending or terminating Company’s use of our Business Services.

Security Responsibilities. Company may only allow authorized individuals acting on behalf of Company to access and use its LuxApp account for purposes authorized under these Business Terms. Company is responsible for all activities occurring under its account. Company must: (a) maintain the security of its account credentials; (b) keep its devices and LuxApp account safe and secure; (c) prevent unauthorized use of or access to our Business Services; and (d) immediately notify us if Company discovers or suspects any security breaches related to our Business Services or if Company discovers or suspects any such unauthorized access or use. Company will implement and follow generally recognized industry standards and best practices for data and information security to protect Company’s data, network, and systems from unauthorized access, use, or copying. Company must promptly delete any user’s information it obtained via our Business Services if we determine, in our reasonable discretion, that Company breached its obligation to protect and prevent unauthorized use or access to its devices, account, or systems, breached these Business Terms, or if these Business Terms are terminated for any reason.

4. Licenses and Intellectual Property

Company License to Us. Our Business Services enable you to create, post, store, send, and receive content, such as text, images, videos, and other materials, including Company’s trademarks, logos, slogans, and other proprietary materials (collectively, “Company Content”). You grant LuxApp and its subsidiaries and affiliates a worldwide, non-exclusive, sub-licensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and publicly perform or display Company Content that you upload, submit, store, send, or receive on or through our Business Services, solely for the purposes of providing, operating, developing, promoting, updating, and improving our Business Services, and researching and developing new services, features, or uses. You represent and warrant that you have all rights necessary to grant us the license to Company Content, and that our use of it, as permitted by these Business Terms, will not violate any right of, or cause injury to, any person or entity.

Company’s Rights. Except for the license you grant to us above, you retain all ownership and other rights in and to your Company Content.

Our License to Company. Subject to your compliance with these Business Terms, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to use our Business Services solely as authorized in these Business Terms. You may also use our trademarks to promote that your business is on LuxApp.

LuxApp’s Rights. Except for the express license granted in these Business Terms, we grant no other licenses or rights to Company by implication or otherwise. Unless otherwise indicated, we own all copyrights, trademarks, domains, logos, trade dress, trade secrets, patents, and other intellectual property rights associated with our Business Services.

Restrictions. Except as otherwise permitted by LuxApp in writing, Company must not directly, indirectly, or through automated or other means: (a) distribute, sell, resell, or rent our Business Services to third parties; (b) distribute or make our Business Services available over a network to be used by multiple devices at the same time, except as authorized through tools and configurations that we have expressly provided for your use via our Business Services; and (c) copy, reproduce, distribute, publicly perform or display, modify, or make derivative works based upon all or portions of our Business Services. Company must not directly, indirectly, or through automated or other means: (d) remove any proprietary rights notices or markings; (e) reverse engineer any aspect of our Business Services or do anything that may discover source code; (f) scrape or extract data from our Business Services; (g) develop or use any applications that interact with our Business Services without our prior written consent; and (h) create software or APIs that function substantially the same as our Business Services and offer them for use by third parties in an unauthorized manner.

Feedback. We always appreciate your feedback or other suggestions about LuxApp. You agree that any questions, comments, suggestions, ideas, original or creative materials, or other information about LuxApp or our products or services that you post, submit, or otherwise communicate to us (collectively, “Feedback”) is non-confidential and that we will be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

5. Acceptable Use of our Business Services

Acceptable Use. Company will not (nor assist others to) violate any applicable law, contract, intellectual property, or other third-party right, and Company is solely responsible for its conduct while using our Business Services. Company must not directly, indirectly, or through automated or other means: (a) use our Business Services for personal, family, or household purposes; (b) engage in any harassing, threatening, intimidating, predatory, or stalking conduct; (c) use or attempt to use another user’s account without prior authorization from that user and LuxApp; (d) impersonate or register on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity, perpetrate fraud, or publish falsehoods or misleading statements; (e) collect information of or about other users in any impermissible or unauthorized manner; (f) use our Business Services other than for their intended purpose or interfere with, disrupt, negatively affect, or inhibit other users; (g) damage, disable, overburden, or impair our Business Services; (h) send, distribute, or post spam, unsolicited electronic communications, chain letters, pyramid schemes, or illegal or impermissible communications; (i) post, upload, or share any content which is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or is in our sole judgment objectionable; (j) encourage or provide instructions for a criminal offense; (k) distribute any viruses, corrupted data, or other harmful, disruptive, or destructive files or content; (l) bypass, ignore, or circumvent instructions in our robots.txt file or any measures we employ to prevent or limit access to any part of our Business Services, including content-filtering techniques; or (m) expose LuxApp or others to any type of harm or liability.

Enforcement. Although we have no obligation to screen or monitor Company Content, we may review, remove, or delete Company Content posted and shared by you at any time and at our discretion, such as in cases where other users notify us that Company Content violates these Business Terms. If we disable or terminate Company’s account for a violation of these Business Terms, Company will not create another LuxApp business account without our express written permission.

Complaints. You can submit a complaint to us at info@lux.rw regarding the following: technical or technological issues, customer service issues, suspension and termination of your account or Services, or any alleged breach of these Terms (the “Platform Regulation”) by us. We will acknowledge all complaints and follow-up with you to address your complaint within a reasonable timeframe. We will communicate the outcome of our complaint investigation to you if you have provided us with your valid email address.

6. Availability

Our Business Services may be interrupted, including for maintenance, repairs, upgrades, or network or equipment failures. We reserve the right to discontinue some or all of our Business Services in our sole discretion, including certain features and the support for certain devices and platforms. Events beyond our control may affect our Business Services, such as events in nature and other force majeure events.

7. Disclaimer

COMPANY USES OUR BUSINESS SERVICES AT ITS OWN RISK AND SUBJECT TO THE FOLLOWING DISCLAIMERS. WE ARE PROVIDING OUR BUSINESS SERVICES ON AN “AS IS” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. WE DO NOT WARRANT THAT ANY INFORMATION PROVIDED BY US IS ACCURATE, COMPLETE, OR USEFUL; THAT OUR BUSINESS SERVICES OR ANY OTHER SERVICES WILL BE OPERATIONAL, ERROR FREE, SECURE, OR SAFE; OR THAT OUR BUSINESS SERVICES OR ANY OTHER SERVICES WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. WE DO NOT CONTROL, AND ARE NOT RESPONSIBLE FOR CONTROLLING, HOW OR WHEN OUR USERS USE OUR BUSINESS SERVICES OR OTHER SERVICES, OR THE FEATURES, FUNCTIONALITIES, AND INTERFACES OUR BUSINESS SERVICES OR OTHER SERVICES PROVIDE. WE ARE NOT RESPONSIBLE FOR AND ARE NOT OBLIGATED TO CONTROL THE ACTIONS OR INFORMATION (INCLUDING CONTENT) OF OUR USERS OR OTHER THIRD PARTIES. 

8. Limitation of Liability

WE WILL NOT BE LIABLE TO COMPANY FOR ANY LOST PROFITS OR CONSEQUENTIAL, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE BUSINESS TERMS, US, OR OUR BUSINESS SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH THESE BUSINESS TERMS, US, OR OUR BUSINESS SERVICES WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT COMPANY HAS PAID US IN THE PAST TWELVE MONTHS TO USE OUR BUSINESS SERVICES. THE FOREGOING DISCLAIMER OF CERTAIN DAMAGES AND LIMITATION OF LIABILITY WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE LAWS OF SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE BUSINESS TERMS, IN SUCH CASES, THE LIABILITY OF LUXAPP AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AND AGENTS (“LUXAPP PARTIES”) WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification

Company agrees to defend, indemnify, and hold harmless the LuxApp Parties from and against all liabilities, damages, losses, and expenses of any kind (including reasonable legal fees and costs) relating to, arising out of, or in any way in connection with any of the following (“Claim”): (a) Company’s access to or use of our Business Services, including information provided in connection therewith; (b) Company’s breach or alleged breach of these Business Terms or applicable law; and (c) any misrepresentation made by Company. We have the right to solely control, and Company will cooperate as fully as required by us in, the defense or settlement of any Claim.

10. Modifying and Terminating our Business Services

We may modify, suspend, or terminate Company’s access to or use of our Business Services and these Business Terms at any time and for any reason, permissible by applicable law, including if we determine, in our sole discretion, that Company violates these Business Terms, receives excessive negative feedback, or creates harm, risk, or possible legal exposure for us, our users, or others.

 Upon termination, we will remove your account profile from LuxApp, and retain for up to 90 days data associated with your account, including data you have provided to us or which we have collected from your use of the Business Services as described in this agreement’s section on Our Data Practices.

Company may terminate these Business Terms at any time for any reason by providing us written notice. Upon termination of these Business Terms for any reason, Company must promptly discontinue all use of our Business Services, uninstall and destroy all copies of software provided by LuxApp, and delete any user information Company obtained from using our Business Services. The following provisions will survive the termination of these Business Terms: Third-Party Services, Company's Rights, LuxApp’s Rights, Feedback, Availability, Disclaimer, Limitation of Liability, Indemnification, Modifying and Terminating our Business Services, LuxApp Confidential Information, Publicity, Legal Compliance, Governing Law and Venue, Amendment, Assignment, Severability, Miscellaneous, and Notices.

11. LuxApp Confidential Information

Our communications with Company may contain LuxApp confidential information. LuxApp confidential information includes any of our materials, communications, and information that we provide to you or Company that are marked confidential or that would normally be considered confidential by a reasonable person under the circumstances. If you receive any such confidential information, you will not disclose it to any third party without our prior written consent. LuxApp confidential information does not include information that you independently developed, was rightfully given to you by a third-party without confidentiality obligation, or becomes public through no fault of your own. You may disclose LuxApp confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

12. Publicity

Except as permitted by LuxApp, Company will not make any public statements regarding these Business Terms and Company’s relationship to LuxApp. Company agrees to cooperate with LuxApp in responding to any user, press, or governmental inquiries that either party may receive, in the manner directed by LuxApp.

13. Legal Compliance

Our Business Services are not intended for distribution to or use in any country where such distribution or use would violate local law. We reserve the right to limit our Business Services in any country at any time, to the extent permissible by applicable law. Company will comply with all applicable republic of Rwanda and non-republic of Rwanda export control and trade sanctions laws (“Export Laws”). Company will not, directly or indirectly, export, re-export, provide, or otherwise transfer our Business Services: (a) to any individual, entity, or country prohibited by Export Laws; (b) to any individual or entity, or anyone owned or controlled by any individual or entity, on republic of Rwanda or non- republic of Rwanda. government restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons, or missile technology applications, without the required government authorizations. 

14. Governing Law and Venue

The laws of the Republic of Rwanda govern these Business Terms and any Disputes (defined below) that may arise between LuxApp and Company, without regard to conflict of law provisions. 

15. Amendment

We may amend or update these Business Terms, including all incorporated policies and documents. Changes to these Business Terms become effective upon the date that we publish such changes, except when our obligations under the Platform Regulation applies to you, we will provide you at least 15 days’ advance notice, subject to the exceptions in the Platform Regulation, and if you have provided us with your valid email address. Company’s continued use of our Business Services confirms its acceptance of these Business Terms as amended. If Company does not agree to these Business Terms as amended, Company must stop using our Business Services by deleting its account. Please review these Business Terms from time to time.

16. Assignment

All of our rights and obligations under these Business Terms are freely assignable by us to any of our affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, or by operation of law or otherwise, and we may transfer Company’s information to any of our affiliates, successor entities, or new owner in connection with such a merger, acquisition, restructuring, or sale of assets. Company will not transfer or assign any of its rights or obligations under these Business Terms to anyone else without our prior written consent, and any attempt to do so is void.

17. Severability

If any provision of these Business Terms is deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Business Terms and shall not affect the validity and enforceability of the remaining provisions.

18. Miscellaneous

The section titles in these Business Terms are for convenience only and have no legal or contractual effect. Our Business Terms are written in English. Any translated version is provided solely for your convenience. To the extent any translated version of our Terms conflicts with the English version, the English version controls. Terms such as “including” are to be construed without limitation. Nothing in these Business Terms will prevent us from complying with the law. These Business Terms do not establish any agency, partnership, or joint venture between Company and LuxApp. Except as set out in the Data Transfer Addendum (where applicable pursuant to the Data Processing Terms), these Business Terms do not give any third-party beneficiary rights. If we fail to enforce any of these Business Terms, it will not be considered a waiver. Unless a mutually executed agreement between Company and Republic of Rwanda otherwise, these Business Terms make up the entire agreement between Company and us regarding our Business Services and supersede any prior written or oral agreements.