Terms of Service
These Terms of Service (the "Terms") form a binding agreement between Lumivexa LLC, an Iowa limited liability company with its principal office at 1566 S Gilbert St #9537, Iowa City, IA 52240, USA ("Lumivexa", "we", "us" or "our"), and the person or entity who registers a Lumivexa account or otherwise accesses the Lumivexa platform (the "Vendor", "you" or "your"). By creating an account or using the Services, you agree to these Terms.
1. The Services
Lumivexa provides a cloud-based platform that enables Vendors to sell software, software-as-a-service subscriptions, and other digital products to end customers (the "Services"). The Services include hosted and embedded checkout surfaces, subscription billing functionality, a customer workspace, reporting tools, and supporting APIs.
2. Seller of record; payment collection and remittance
2.1 Role of Lumivexa. For each successful transaction completed through the Services, Lumivexa acts as the seller of record with respect to the End Customer. Lumivexa contracts with the End Customer in its own name, issues the invoice and receipt, collects the gross transaction amount, and is responsible to the End Customer for the order and any related refund, chargeback or consumer-law obligations.
2.2 Resale arrangement. The Vendor authorizes Lumivexa to act as a non-exclusive reseller of the Vendor's products and services to End Customers worldwide. Title to digital goods or the relevant licence is transferred through Lumivexa to the End Customer at the moment of sale. Lumivexa does not take ownership of the underlying intellectual property, which remains the property of the Vendor.
2.3 Net proceeds. Lumivexa collects payment for each transaction into its own account and, after deduction of the platform fee, any applicable taxes that Lumivexa is required to remit, refunds, chargebacks and reserves, remits the net proceeds (the "Net Proceeds") to the Vendor in accordance with the payout schedule selected in the Vendor dashboard.
2.4 Indirect taxes. Where Lumivexa is required by applicable law to assess, collect or remit value-added tax, goods and services tax, sales tax or similar transaction-based taxes in connection with a sale, Lumivexa will do so in its own name and bear the associated remittance obligation, except as set out in the Acceptable Use Policy and the rate card. The Vendor remains solely responsible for its own income, corporate, payroll and entity-level tax obligations on the Net Proceeds it receives.
2.5 Refunds and chargebacks. Lumivexa may issue a refund to an End Customer in accordance with the Vendor's stated refund policy, applicable consumer protection law, or where required to settle a chargeback or dispute. Refunds and chargebacks are deducted from the Vendor's balance.
3. The Vendor account
3.1 Eligibility. You must be at least 18 years old and authorised to enter into these Terms on behalf of the entity (if any) you represent. The Services are not available where prohibited by law.
3.2 Verification. Lumivexa may at any time request information to verify the Vendor's identity, business, ownership, banking details and underlying products. The Vendor agrees to provide accurate and complete information promptly and to keep that information current.
3.3 Account security. The Vendor is responsible for safeguarding its account credentials and for all activity that takes place under its account.
4. Vendor obligations
- The Vendor will offer only products and services that comply with these Terms, the Acceptable Use Policy, and applicable law.
- The Vendor will provide accurate descriptions, images, pricing, refund policies and delivery information for every product sold through the Services.
- The Vendor will respond to End Customer inquiries and support requests in a timely and professional manner, and cooperate with Lumivexa in resolving disputes.
- The Vendor will deliver each purchased product or service to the End Customer promptly after a successful transaction.
- The Vendor will not use the Services to test stolen payment credentials, conduct money laundering, finance prohibited activity, or otherwise circumvent applicable law.
5. Fees and payouts
5.1 Platform fee. Lumivexa charges the platform fee published on the Pricing page for the plan selected by the Vendor. We may update the published rates with at least 30 days' notice to active Vendors.
5.2 Payout schedule. Payouts of Net Proceeds are made on a regular schedule selected by the Vendor, subject to a minimum payout balance and to any reserve or hold applied for risk management. Payouts are made in the currencies and using the methods supported by Lumivexa at the time.
5.3 Reserves and holds. Lumivexa may withhold all or part of the Vendor's balance as a reserve where required by elevated chargeback risk, suspected fraud, regulatory or banking requirements, or breach of these Terms. Reserves are returned as soon as the underlying risk subsides.
6. Intellectual property
6.1 Vendor IP. The Vendor retains all rights, title and interest in its products, brands and content. The Vendor grants Lumivexa a worldwide, non-exclusive, royalty-free licence to host, display, distribute and sell those products as the seller of record through the Services for the duration of the agreement.
6.2 Lumivexa IP. Lumivexa retains all rights to the Services, including the platform software, APIs, documentation, designs and trademarks. Nothing in these Terms transfers ownership of Lumivexa's intellectual property to the Vendor.
7. Data protection
The processing of personal data is described in our Privacy Notice. Where Lumivexa processes End Customer personal data on behalf of the Vendor, the parties will rely on the Data Processing Addendum referenced in the Privacy Notice.
8. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other party that is marked or reasonably understood to be confidential, and to use it only to perform its obligations under these Terms.
9. Term and termination
9.1 Term. These Terms apply from account creation until terminated.
9.2 Termination for convenience. Either party may terminate the agreement on 30 days' written notice.
9.3 Termination for cause. Lumivexa may suspend or terminate the Vendor's account immediately if the Vendor breaches these Terms, the Acceptable Use Policy, or applicable law, or where required by a financial partner, regulator or court order. Upon termination, Lumivexa will remit any Net Proceeds due, subject to any reserve held for outstanding refund or chargeback risk.
10. Warranties and disclaimers
The Services are provided on an "as is" and "as available" basis. Except as expressly stated, Lumivexa disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the extent permitted by law.
11. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential or punitive damages arising out of these Terms. Each party's aggregate liability arising out of or relating to these Terms is limited to the platform fees paid or payable by the Vendor to Lumivexa during the twelve (12) months preceding the event giving rise to the claim.
12. Indemnification
The Vendor will defend, indemnify and hold harmless Lumivexa and its affiliates from third-party claims arising out of: (a) the Vendor's products, content or representations; (b) the Vendor's breach of these Terms or of applicable law; or (c) the Vendor's tax obligations on the Net Proceeds.
13. Governing law and disputes
These Terms are governed by the laws of the State of Iowa, USA, without regard to its conflict-of-law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Johnson County, Iowa, for any dispute that is not otherwise resolved through good-faith negotiation.
14. Changes
We may update these Terms from time to time. Material changes will be communicated by email or in-product notice at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.
15. Contact
Questions about these Terms can be sent to legal@lumivexa.io or by post to Lumivexa LLC, 1566 S Gilbert St #9537, Iowa City, IA 52240, USA.