Lumen & Forge L. L. C.

These Terms form a legally binding agreement between you and Lumen & Forge, L.L.C. (“L & F”, “we” or “us”) governing the use of the LumenandForge.com website at lumenandforge.com (or as updated by L & F from time to time) or social media or mobile applications (the “Website”), of online or published audio, video, imagery, or other content generated by L & F or by others for L & F products or services (“Content”), and of the services created, planned, implemented, or operated by L & F (the “Services”), such as apps, plugins, executable, or other software or hardware or other products provided, installed, created, or operated by or on behalf of L & F (the “Service(s)”).

You represent and warrant that: (i) you are at least 18 years of age; or (ii) as parent or guardian, you agree to these Terms and the Privacy Policy (linked below) and you are responsible for the use of the Website, Content, or Services by any minor who is in your household or under your care or supervision.

These Terms may be changed, modified, amended, supplemented, or otherwise updated from time to time by L & F without advance notice to you. By continuing to access, browse, or otherwise use the Website, Content, or Services, you are bound by any such updated Terms. L & F, in its sole discretion, has the option, but not the obligation, to provide notice of any update to these Terms by means of a conspicuous alert, banner, or notification displayed on the Website or within the Services or by sending an email to the email address provided to L & F.

Subject to your compliance with these Terms, L & F hereby grants you a non-transferable, non-sublicensable, non-assignable, revocable license in L & F’s rights in the Website, Content, and Services, to access and use them for your own personal and non-commercial use (provided that commercial use is permitted if the Content or Services are created by L & F specifically for you pursuant to an invoice or statement of work), as further prohibited or otherwise limited below. You confirm that the license granted to you is predicated and conditioned upon your compliance with these prohibitions and limitations. The license is immediately terminated, with or without our notice to you, upon any unauthorized use or non-compliant use that is attributable to you, as are all other L & F rights granted herein and under any other agreement you have with L & F.

Except to the extent you are expressly granted other or additional rights in another written agreement signed by L & F, the license granted herein excludes, and L & F prohibits you from using L & F’s rights for, downloading (other than through page caching), copying, reproducing, extracting content or data from (including through data mining, web crawling, or other techniques), or modifying the Website, Content, or Services, or selling, reselling, or commercially reusing (including via any time-sharing, service bureau, or similar method), or creating any derivative works of the Website, Content, or Services. You are prohibited from, and L & F does not grant you any rights to frame or use framing techniques on the Website, Content, or Services to enclose any trademark, logo, or other proprietary information that identifies L & F or any third party, without the prior written consent of L & F or, if applicable, the third-party owner of the trademark, logo, or other proprietary information.

L & F reserves all rights and remedies available under contract or at law. L & F does not grant you and L & F disclaims all implied rights, to the extent permitted under Applicable Laws. “Applicable Laws” means any local, state, national, and international laws and regulations that apply, according to their provisions, to your activities with or use of the Website, Content, or Services.

In order to access and use Services and any Content, you consent to being required to provide, and you will provide certain personally identifiable information, the use of which is governed by our Privacy Policy. You represent and warrant that any information provided by you is accurate, current, and complete and will be kept accurate, current, and complete when using the Services. L & F may suspend, revoke, or terminate your access to the Services for any reason or no reason at any time in L & F’s sole discretion without prior notice to you. You must treat as confidential any username, password, or any other piece of information chosen by you, or provided to you as part of our security procedures, and you are prohibited from disclosing it to any other person or entity.

You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that if you are provided an account, your account is personal to you, and you are prohibited from providing any other person or entity with access to the Services and Content or portions thereof using your username, password, or other security information. You will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security that has occurred or that you likely suspect to have occurred. You are responsible for password misuse and any unauthorized access.

The security of your personal information is very important to L & F. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. You are responsible for complying with these Terms and obtaining your own access to the Services and use of the Content. Unfortunately, the transmission of information is not completely secure, whether via the Internet, radio or wireless or other communication methods and systems. Although we do our best to protect your personal information, we cannot guarantee the security of personal information transmitted by you when using the Website, the Services, or any Content. Any transmission of personal information is at your own risk.

Fees for your use of our Services will be in accordance with the invoice(s) or statement(s) of work provided to you by L & F.

Payment of invoices will be due within thirty (30) days of receipt. L & F may charge interest on past due balances at the lesser of 10% per year or the maximum rate allowed by applicable law. If L & F determines (in its sole discretion) that you are at risk for non-payment, L & F shall have the right to require payment in advance before the performance of further work, or to require other reasonable assurances to secure your payment obligations. Fees may be subject to tax, collected by us or a third party through which you transact, and except as set out in these Terms are non-refundable. If your Service involves a recurring payment of a fee, unless you notify us before a charge that you want to cancel or do not want to automatically renew your Service, you understand it will automatically continue and you authorize us, or a third party through which you transact (without notice to you, unless required by applicable law) to collect the then-applicable fee and any taxes, using any credit card we have on record for you. You can cancel at any time by emailing us at accounting@lumenforge.com. If you cancel your plan or Service, you will not receive a refund of any fees already paid, unless otherwise stated in these Terms. 

The Services, Content, plan, and any features, information, or content available therein, may be changed, canceled, withdrawn, or terminated at any time in L & F’s sole discretion without notice to you. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

Additionally, we reserve the right to accept, refuse, or restrict your use of any plan or Service, or change your plan or Service based on your qualification for a specific plan or Service, in our sole discretion. You may not transfer or assign your plan or Service benefits, or any Content you access. We may take actions we deem reasonably necessary to prevent fraud and abuse, including placing restrictions on all or a subset of the users on your account or on the amount of Content that can be accessed at any one time.

The Website, Content, and Services may contain links to certain third-party media platforms or other sites. These sites are not under the control of L & F. In addition, third-party sites may contain links to our Website or Content. L & F is not responsible for or liable for, and makes no representations or warranties concerning, the content or material or other information streamed or posted at such third-party sites. The fact that the Website or Content links to any third-party site, or that a third-party site has provided a link to this Website or Content, does not constitute an endorsement, authorization, sponsorship, or affiliation between L & F and such third-party site’s owners, operators, or maintainers. You acknowledge that any services, content, material, or information provided through such third-party sites are accessed at your own risk. L & F is not responsible for, and L & F is not liable for, and L & F makes none and disclaims any and all representations and warranties, with respect to, any particular information, software, products, services, or content found on any linked third-party sites, including, without limitation, the appropriateness of any products, services, or transactions described therein. 

The content provided through the Website, Content, and Services are for general information and entertainment purposes only. Although we make reasonable efforts to update the information available therein, we make no representations, warranties, or guarantees, whether express or implied, that such content is accurate, complete, or up to date. Your use of the Website, Content, and Services is at your own risk and neither L & F, nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for such use.

The Website, Content, and Services may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by L & F, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of L & F. Neither L & F, nor its respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.

The Website, Services, and Content, including, but not limited to, all information, software, code, data text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement are owned by L & F, its licensors, or other providers of such material and are protected in all forms by intellectual property laws, including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. 

All trademarks, service marks, logos, product and service names, designs, images, and slogans are trademarks appearing within the Website, Content, or Services are owned by L & F or its affiliates or licensors. You are prohibited from using any such marks without the prior written permission of L & F. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear within the Website, or on the Services or the Content, are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action. L & F does not make any non-infringement representation or warranty, and disclaims all, with respect to your use of the Website, any Content, or the Services, or the materials or other information therein or related thereto.

Vendors or customers shall maintain at their sole expense during the term of the project the following types of insurance and minimum limits with insurers having an A.M. Best rating of A- VIII or better: (i) Workers’ Compensation as required by applicable law and Employer’s Liability Insurance with minimum limits of $1 million; (ii) Commercial General Liability, including Products/Completed Operations, Independent Contractors and Contractual Liability insuring the provisions of the above indemnification agreement with limits of $2 million combined single limit for bodily injury/property damage, and (iii) Commercial Automobile Liability (if vehicles are used in the performance of services) covering all owned, non-owned and hired vehicles with limits of $2 million combined single limit for bodily injury/property damage. Vendor’s or customer’s workers’ compensation policy shall contain a waiver of subrogation in favor of L & F and its Client, where permitted by law. Vendor’s or customer’s insurance shall be primary and non-contributory by any other insurance or self-insurance maintained by or available to L & F or other Indemnities. L & F and its Client shall be named as Additional Insureds on Vendor’s or Customer’s Commercial General Liability and Commercial Automobile Liability policies. Prior to the start of work, Vendor or customer shall provide L & F with certificates of insurance evidencing the above insurance coverage. In addition, Vendor or customer shall provide copies of additional insured and waiver of subrogation endorsements from the respective policies. L & F shall be given at least thirty (30) days written notice prior to any policy cancellation; non-renewal or material change in coverage. Vendor or customer shall be responsible for the payment of any deductible under the above listed insurance policies. All subcontractors retained by Vendor or customer to perform services shall maintain the same types; limits and terms & conditions of insurance required of Vendor or customer.

During the course of your relationship with L & F, you may be exposed to or L & F may disclose to you information that is confidential or under a restricted use or restricted disclosure or otherwise under an ongoing confidentiality obligation (any of which is “Confidential Information”). L & F is not under any obligation to share any Confidential Information with you. If Confidential Information is shared or accessed by you, unless you can demonstrate at the time of receipt or access, with contemporaneously dated written records that the information was generally and freely available to the public before your access or receipt thereof, you will maintain the confidentiality of the Confidential Information, you will not share it with anyone or publish or post it anywhere, without L & F’s prior written consent, and you can only use it on an as-needed basis solely in connection with your use of the Website, Services, or Content as licensed by L & F in these Terms or as otherwise set forth in another written agreement that you may enter into with L & F.  With respect to meeting these confidentiality obligations, you will use at least the same degree of care that you use with your own confidential information to safeguard it against disclosure and misuse, but in no event less than reasonable care. If you are required to disclose any if required by a law or court or governmental agency, you may do so, only to the extent required, as long as you give L & F reasonable notice and opportunity to contest, protect, or restrict the disclosure to extent reasonably practicable. If your relationship with L &F is terminated under these Terms or other written agreement between you and L & F, or at any earlier time upon L & F’s request, you will promptly return all Confidential Information to L & F, or confirm that it has all been destroyed, including whatever materials or information you may have created that is based on or otherwise contains any Confidential Information. You do not have any claim, right, title, property or other interest or license of any kind or nature in Confidential Information. You will hold the Confidential Information in strict confidence and in trust for the sole and exclusive benefit of L & F.  L & F makes no, and expressly disclaims, all representations and warranties, express and implied, as to the accuracy or completeness of Confidential Information or otherwise. You will not share with L & F any information or materials that you hold confidential, or that you hold confidential for a third party, and L & F is not obligated or liable to you in any way with respect to the information that you provide to L & F. 

Company does not grant any rights (and Customer hereby disclaims any such grant) to use Company’s Confidential Information or Company’s intellectual property in any manner beyond what is expressly set forth in this Agreement. Customer is prohibited from carrying out any research and development activities that may lead to the disclosure by any of them to third parties of Company’s intellectual property that comprises either Confidential Information or proprietary know-how, in each case proprietary to Company and not generally known to the public. Should any new or improved technology, material, or processes, which is developed by or on behalf of Customer, be related to methods and technology that are proprietary to Company, including its Affiliates, in whole or in part, then Customer hereby grants to Company, at no cost, a non-exclusive, irrevocable, transferable license to all such developments.

Subject to the L & F Privacy Policy, any communication or material that you transmit to the Website or to us, whether by email or other means, for any reason, will be treated as non-confidential and non-proprietary user content (“User Content”). While you retain all ownership rights to the User Content, you hereby grant to L & F an irrevocable, perpetual, fully paid up, world-wide, royalty-free, right to use, reproduce, edit, alter, display, transmit, prepare derivate works of, modify, publish, and otherwise fully exploit any User Content for any purpose related to the Services, including, without limitation, for the development, diagnosis, and improvement of the Website, the Services, or any other products and/or services hereinafter developed by L & F without compensation to you. By posting any User Content, you represent and warrant that you own or otherwise fully control all rights to your User Content, including, without limitation, all the rights necessary for you to provide, post, upload, input, or otherwise submit your User Content.

To the extent that the Services include the provision of certain goods, such as equipment, software, or other goods (“Goods”), L&F and you will agree upon a carrier to ship the Goods to your designated address (“Client Address”) as set forth in the applicable statement of work. The statement of work will identify which Goods are being sold (“Purchased Goods”) and which are being rented or otherwise leased or licensed (“Rented Goods”). Shipment will be done on a FCA (Free Carrier) to Client Address basis, under Incoterms 2020. L&F will use reasonable efforts to ship the Goods with certificates or other documents sufficient to assist with export clearance and meeting security requirements, when applicable. You assume sole responsibility and risk for any of your direct or indirect adjustments or redirections of shipments. You are solely responsible for insuring the Goods during shipment and during the period you have possession and use of the Goods, up until the Goods are returned in satisfactory condition to L&F (where applicable), as specified in writing between the parties.

You assume full custody of the Goods at the time L&F has the Goods loaded with the first carrier at a point of delivery (such as a pre-specified L&F facility), and the first carrier issues to L&F a uniform bill of lading or delivery receipt (“BOL”) that indicates the Client Address and that identifies you as the sole beneficiary of the Goods and shipment services, in a BOL form commonly used within the jurisdiction where the Goods have been loaded. In the case of Purchased Goods, full custody means that full legal and equitable title and interest in the Goods passes to you from the time that the Goods are loaded with the first carrier. In the case of Rented Goods, full custody means you have exclusive rights to use the Rented Goods and possess the Rented Goods in accordance with the applicable rental terms in a statement of work or as otherwise written and agreed upon by the parties, and you bear all risk of loss from the time that the Goods are loaded with the first carrier until such time that the Rented Goods are returned to their owner(s). For both Rented Goods and Purchased Goods, the transfer of full custody to you means that, once the Goods are loaded with the first carrier, the Goods are deemed as having been delivered to you, regardless of who arranges the carriers, or pays or reimburses for the shipment, and that L&F is unable to redirect the shipment from the Client Address in the BOL.

L & F may provide tools that enable you to link your account with third-party applications, websites, and other services to the Services and Content available to you as a user. If you do so, you may also be subject to the terms and conditions and privacy policy of the provider of that third-party service provider. L & F is not responsible or liable for behavior, content or features of any third party application, website, or service.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WEBSITE, SERVICES, AND CONTENT ARE PROVIDED ON AN “AS IS,” “WHERE IS,” AND “AS AVAILABLE” BASIS. L & F MAKES NO, AND HEREBY DISCLAIMS ANY, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE, SERVICES, AND CONTENT, AS WELL AS THE AVAILABILITY, FUNCTIONALITY, PERFORMANCE, LOSS OF DATA OR RESULTS OF USE OF THE WEBSITE, SERVICES, AND CONTENT. WITHOUT LIMITING THE FOREGOING, L & F EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE WEBSITE, SERVICES, OR CONTENT WILL BE ACCURATE, ERROR-FREE, OR UNINTERRUPTED.

FURTHER, TO THE FULL EXTENT PERMISSIBLE BY LAW, L & F DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY USAGE OF TRADE, NONINFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE. FURTHER, AND WITHOUT LIMITING THE FOREGOING, L & F MAKES NO REPRESENTATION OR WARRANTY, AND DISCLAIMS ANY REPRESENTATION OR WARRANTIES OF ANY KIND THAT WEBSITE, CONTENT OR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING APPS) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE L & F WEBSITE, CONTENT OR SERVICES, L & F’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM L & F ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 

To the maximum extent permitted by Applicable Law, you will defend, indemnify, and hold harmless L & F, its subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your breach of these Terms or your use of the Services or any Content, including, but not limited to, actions under your account name, your violation of any Applicable Law or of any rights of another, your User Content, third-party sites, and any use of content other than as expressly authorized under these Terms. We reserve the right, at your expense, to assume the exclusive defense and control of any matter which you are required to indemnify against, and you agree to cooperate in our defense of such matter. This indemnification will survive any termination of these Terms.

To the extent L & F creates Content specifically for you, L & F shall indemnify and hold you harmless from and against all claims, damages, losses, and expenses arising out of or resulting from acts or omissions of L & F, L & F’s subcontractors, and/or arising out of L & F’s breach of any allegation that Content created by L & F infringes upon the intellectual property rights of any third party. 

NEITHER PARTY WILL BE HELD LIABLE TO THE OTHER PARTY OR CLAIM OR HOLD THE OTHER PARTY LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, SUCH AS COSTS OR EXPENSES INCURRED IN CONNECTION WITH THE REPLACEMENT OF ANY PRODUCTS, GOODS, MATERIALS, OR SERVICES BOUGHT OR SOLD THROUGH THE WEBSITE OR THE SERVICES, OR ANY OTHER LOSSES, LOST PROFITS, LOSS OF DATA, OR OPPORTUNITY COSTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT TO THE EXTENT THAT A PARTY IS LIABLE TO INDEMNIFY THE OTHER, OR LIABLE DUE TO THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR CLAIM OR HOLD THE OTHER PARTY LIABLE FOR ANY AMOUNTS IN EXCESS OF ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT (i.e., THE EXISTENCE OF MORE THAN ONE (1) CLAIM WILL NOT ENLARGE THIS LIMIT), EXCEPT TO THE EXTENT THAT A PARTY IS LIABLE TO INDEMNIFY THE OTHER, OR LIABLE DUE TO THE PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ANY CLAIM OR CAUSE OF ACTION BROUGHT BY YOU OR ON YOUR BEHALF, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICES OR THE CONTENT OR OUR RELATIONSHIP WITH YOU, REGARDLESS OF THEORY, MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO THE CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.

Although this Website may be accessible worldwide, L & F makes no representation that materials on this Website are appropriate or available for use in locations outside the United States. Those who choose to access this Website from other locations do so on their own initiative and at their own risk. If you choose to access this Website from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any Content or Service, or materials or information made in connection with this Website, Content, or Services, is void where prohibited. You are prohibited from using any L & F Website, Content, or Services, if you are the subject of U.S. sanctions or of sanctions consistent with U.S. law imposed by the governments of the country where you are using the Website, Content or Services. You are required and solely responsible to comply with all U.S. or other export and re-export restrictions that may apply to goods, software, technology, and services.

If you believe that any content on the Website or the Services or any other Content violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately of the alleged infringement at lf@lumenforge.com Attn: Contract Administration Dept. or lf@lumenforge.com with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.

If you learn that the Website, Content, or any Services are subject to a threatened or actual third-party claim of infringement, violation of another right, or any other claim for which L & F, Content contributors, or any of their respective affiliates may be liable, you will promptly notify L & F of any such claim. If L & F, the Content contributors, or any of their respective affiliates learns of such a claim from you, the third party or otherwise and L & F, in its sole good faith discretion, determine that the claim raises an inappropriate legal risk, upon notice from us, you will: (i) remove Content from your computer systems and storage devices (electronic or physical), and (ii) cease any future use of the Website, Services, and Content at your own expense if possible. If you do remove and cease use of Website, Services, or Content, we may choose to refund your fees for future use, or without charge provide you with other services or content that we determine with your consent, not to be unreasonably withheld or delayed, is comparable, subject to the other terms and conditions of these Terms. Repeat infringers will be terminated and barred from using the Website, Services, or Content.

Any dispute or claim relating in any way to these Terms or your use of the Website, Content, or Service will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act and federal arbitration law apply to this agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms, as a court would be bound to follow. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the attention of Misha Fradin, and Niels Goossens. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA’s Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at www.adr.org  or by calling 1-800-778-7879. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, L & F will not seek attorney fees and costs in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the Venue or at another mutually agreed location. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury trial. We also both agree that you or we may bring a legal proceeding before a court to enjoin infringement or other misuse of intellectual property rights.

These Terms shall be construed, governed, and enforced under the laws of the United States and the State of Nevada (without regard to rules governing conflict of laws). You consent to the venue being in Las Vegas, Nevada for all actions, relating in any manner to these Terms. If the Arbitration clause is found to be unenforceable, each party hereby consents and submits to the in personam jurisdiction of the federal or state courts located in Las Vegas, Nevada, and to the extent permitted by law, hereby consents that all services of process may be made by any nationally recognized overnight courier, or by certified or registered mail, postage prepaid and return receipt requested. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party agrees that a final judgment in any such action shall be conclusive and may be enforced in any other jurisdiction in any manner provided by law.

When you use the Website, or Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, your communications are electronic. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this Website or through another site or service, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

In addition to any excuse provided by applicable law, L & F shall be excused from liability for non-delivery or delay in delivery of products, Content, or Services available through our Website arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, disease, pandemic, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms is held illegal, or otherwise invalid or incapable of being enforced in a jurisdiction, that portion shall be excluded, replaced, or construed in a manner consistent with Applicable Law in that jurisdiction to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The foregoing rights to exclude, replace, or re-construe do not automatically apply to the legality, validity and enforceability of the terms in other jurisdictions, which shall, to the extent permitted by Applicable Law, remain unaltered as originally set forth herein.

These Terms constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersede all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by any other document(s) other than a written agreement entered into with signatures of authorized representatives of both parties.

You agree to abide by all Applicable Laws. You are solely responsible and liable for all acts or omissions that occur as a result of or while you access, browse, or otherwise use the Website, Content, or Services.

To the extent that anything in or associated with this Website, Services, or Content is in conflict or inconsistent with these Terms, these Terms shall take precedence. To the extent that anything in or associated with these Terms is in conflict or inconsistent with another written agreement that you may enter into with L & F, including a master service agreement or other written contract, that other written agreement shall take precedence.

The Terms shall survive termination or expiration of your use of the Website, the Services, Content, or your plan.

L & F, its content contributors or any of their respective affiliates are all intended third-party beneficiaries of these Terms; nothing in these Terms, express or implied, intends to or confers upon any other third party any rights, benefits, or remedies of any nature whatsoever. You will promptly reimburse L & F, its content contributors, and any of their respective affiliates for any costs (including reasonable attorneys’ fees and court costs) incurred in collecting any fees or enforcing these Terms.

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof; and no single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

You acknowledge and agree that any violation, or threatened violation, by you of these Terms constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm, and as such, you consent to our seeking injunctive or equitable relief that we deem necessary or appropriate in response. These remedies are in addition to any other remedies we may have at law or in equity.

You may notify L & F at lf@lumenforge.com or by certified mail to the address below.

     Lumen & Forge L.L.C.

     4625 Polaris Ave Ste 112

     Las Vegas, Nevada 89103

     Attention: Management

Please ensure that all notifications from you include your name, address, e-mail address, and account number and project identification if applicable.

L & F may notify you by email or certified mail associated with you, your computer’s IP address, and if you have an account or project with L & F, then the information associated with the account or project.

You and L & F agree and acknowledge that nothing in these Terms will be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between you and L & F, or as authorizing either to act as agent or representative of the other. You are and will remain an independent contractor in your relationship with L & F, and you have no right or authority to bind L & F to a third party, or to make any representations or warranties or statements on behalf of L &F to a third party.