Lumberfi Inc. Terms of Service

Effective date

April 10, 2023

By accessing or using the Service, you are agreeing to abide by the terms and conditions set forth in this Agreement. If you are using the Service as an employee, agent, or contractor of a corporation or similar entity, you are representing and warranting that you have the authority to accept these terms on behalf of the entity. The rights granted under this Agreement are expressly conditional upon acceptance by authorized personnel.

Lumberfi may modify this Agreement from time to time, and such changes become effective upon renewal of the current Subscription Term or upon entry into a new Service Order Form. Lumberfi will make reasonable efforts to notify customers of any changes through communications via email, Account, or other means.

The Effective Date of this Agreement is either (a) the date of Customer's initial access to any Service or (b) the effective date of the first Service Order Form referencing this Agreement, whichever comes earlier. This Agreement applies to Customer's initial purchase on the Effective Date and any future purchases that reference this Agreement.

This Agreement is between Lumberfi Inc. ("Lumberfi" or "Provider") and the individual or entity accessing or placing an order for the Service ("Customer" or "you"). The parties agree to the terms and conditions outlined below.

Services

Lumberfi will provide the Services and Software to Customer in accordance with this Agreement, the Supplemental Terms (if applicable), the relevant SOF, and the Documentation. Lumberfi will comply with this Agreement, the Privacy Notice, and any relevant laws or government regulations during each Subscription Term. During the Subscription Term, Customer is granted a limited, non-exclusive right to access and use the Services and Software for internal business purposes, up to the number of Users specified in the Service Plan or SOF. This includes the right to download, install and use the Mobile Apps in connection with the authorized use of the Services.

Confidentiality

1. Customer has certain responsibilities, including registering for an Account to place orders or access the Services. Customer agrees to keep its Account information up-to-date, accurate and complete so that Lumberfi may communicate with Customer via email or Account notifications, subject to this Agreement and the Privacy Notice. Customer is responsible for maintaining the confidentiality of User login information and credentials and must notify Lumberfi promptly of any loss, misuse, or unauthorized disclosure. Lumberfi and its Affiliates are not responsible for any damage or loss resulting from Customer’s failure to comply with these obligations.
2. Customer must comply with the Lumberfi Authorized User Policy and not use Lumberfi Technology to process data on behalf of any third party other than Customer’s Users and End Users or in violation of applicable law. Customer must not store or transmit content that infringes upon any third party’s intellectual property rights. Additionally, Customer must not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Lumberfi Technology available to any third party other than Users and End Users, except as expressly permitted by this Agreement. Customer must not track cookies, ad exchanges, ad networks, data brokerages, or send electronic communications (including email) in violation of applicable law. Customer must not falsely imply any sponsorship or association with Lumberfi, or decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of Lumberfi Technology.

Customer Data

1. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the Lumberfi Technology. Subject to the terms of this Agreement, Customer hereby grants to Lumberfi and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide the Services, Software, Mobile Apps, and perform all related obligations owed to Customer under this Agreement, or as may be required by law.  Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to Lumberfi under this Agreement. If Customer is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), Customer may not upload protected health information (“PHI”) as defined by HIPAA unless Customer has entered into a business associate agreement with Lumberfi, which will govern the parties’ respective obligations with respect to any ePHI uploaded by Customer to the Services, Software, or Mobile Apps (“BAA”).
2. Data Security. The parties will comply with the terms of the DPA, which is incorporated into this Agreement by this reference, with respect to the provision and processing of Personal Data as defined in the DPA. Lumberfi will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. Lumberfi measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that Lumberfi and its Affiliates will process Customer Data in accordance with applicable data protection laws, this Agreement, including the DPA., and the Privacy Notice.

Use and Security of Customer Data

1. ​Customer Data Usage. Customer and its licensors maintain all ownership and intellectual property rights over the Customer Data and any modifications made to it during the use of Lumberfi Technology. Under this Agreement, Customer grants Lumberfi and its Affiliates the right to process the Customer Data solely for providing the Services, Software, Mobile Apps, and fulfilling other obligations outlined in this Agreement or required by law. Customer is responsible for ensuring the accuracy, legality, and content of the Customer Data and warrants that they have sufficient rights to grant Lumberfi the necessary usage rights. If Customer is subject to HIPAA, they cannot upload PHI unless they have a BAA with Lumberfi governing their respective obligations.
2. Data Security. The DPA, incorporated into this Agreement, will govern the handling and processing of Personal Data. Lumberfi will use appropriate technical and organizational measures to safeguard Customer Data from unauthorized access, processing, loss, or disclosure within the Services. These measures will provide a suitable level of security in accordance with data protection laws, the DPA, and the Privacy Notice.

Intellectual Property

1. Ownership Rights. Under this Agreement, Customer Data is considered confidential information belonging to the Customer. The Customer and its licensors retain all rights to the Customer Data and confidential information provided under this Agreement, while Lumberfi only obtains the express rights granted in the Agreement and Privacy Notice. Lumberfi and its licensors maintain ownership of the Lumberfi Technology. The Services are only offered as online, hosted solutions, and the Customer has no right to obtain the underlying computer code for any Services, except for any downloadable software in object code format. Lumberfi has the right to use and incorporate any feedback, suggestions, enhancement requests, recommendations, corrections, or other feedback provided by the Customer or by any Users or End Users relating to Lumberfi products or services, which are provided "AS IS" and at the Customer's sole discretion. Lumberfi will not use feedback in any way that identifies or permits identification of the Customer, its Affiliates, Users, or End Users.
2. Usage Data. Usage Data includes any data (excluding Customer Data) related to the operation, support, and/or about the Customer's use of the Services, Software, Lumberfi's websites, Lumberfi's APIs, or the Lumberfi marketplace. Lumberfi may collect and use Usage Data to develop, improve, support, and operate its products and services. Lumberfi may share Usage Data that includes Customer's Confidential Information with third parties to the extent necessary to provide the Service and in accordance with Section 8 (Confidentiality) of this Agreement. Lumberfi may also utilize Customer Data for its internal business purposes, provided it has been aggregated and anonymized such that the Customer and its Users and End Users cannot be identified. If the Customer wants to exclude its Customer Data from these purposes, it can request this by sending an email to support@lumberfi.com.
3. Updates. Lumberfi may update the Services and Software from time to time, and the Customer may receive notifications of these updates. Any updates are subject to this Agreement, and the Customer agrees that its purchase of the Services and Software is not dependent on any future functionality or features, whether orally or in writing, that Lumberfi may make.
4. Other Services. Lumberfi or other third parties may offer Third-Party Services that may integrate with the Services but are not licensed by Lumberfi under this Agreement. The third-party provider's terms and conditions and privacy policies govern these Third-Party Services, and the Customer must accept them separately. Lumberfi does not warrant or support Third-Party Services unless expressly provided otherwise in an SOF. Lumberfi is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by third parties. The Service may contain features designed to interoperate with Third-Party Services. Lumberfi cannot guarantee the continued availability of such third-party Service features and may cease supporting them without entitling the Customer to any refund, credit, or other compensation. The Customer understands that Lumberfi is not responsible for providing technical support for Third-Party Services and that Lumberfi is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.

Fees and Payment

The section is about fees and payments for Lumberfi's services. The fees associated with a customer's account are outlined in the SOF or Website. For credit card payments, the payment is due immediately upon receipt of invoice, and the customer gives authorization to bill their credit card upon subscription and renewal of the service. Other accepted methods of payment are due within 30 days from the invoice date. The fees are non-refundable, and payment obligations are non-cancelable. The customer's subscription to the service will renew automatically unless stated otherwise in the SOF. The customer cannot reduce their service plan or user count during the Subscription Term. If fees are overdue for more than 30 days, Lumberfi may suspend the customer's access to the Lumberfi Technology until the unpaid fees are paid in full, after written notification is given.​

Payment Disputes: If Customer disputes any charges and is making a good faith effort to resolve the dispute, Lumberfi will not take any action under the Late Payments, Termination for Cause, or Suspension of Service sections. If the dispute cannot be resolved within 30 days, either party can seek legal remedies, but undisputed amounts must still be paid.

Applicable Taxes: Taxes are not included in the Fees and the Customer agrees to pay any applicable taxes associated with their purchases. Lumberfi will itemize any taxes on the invoice if legally required to collect them. If the Customer has an obligation to withhold amounts, they must gross up the payments. If Lumberfi is legally responsible for taxes, the Customer will be invoiced and must pay, unless they provide a valid tax exemption certificate beforehand.

Orders by Affiliates: Affiliates of the Customer may purchase Services directly from Lumberfi by signing an SOF governed by the terms of this Agreement. If the Affiliate is in a different country than the Customer, the SOF may have modified terms applicable to the transaction(s), including tax terms and governing law. The SOF creates a separate agreement between the Affiliate and Lumberfi.

Procuring Services through Channel Partners. Customers have the option to obtain Services, Software, or Mobile Apps from authorized resellers of Lumberfi, including third-party marketplaces known as "Channel Partners," by entering into a separate agreement with the Channel Partner. Customers who obtain Services, Software, or Mobile Apps through a Channel Partner agree to be bound by the terms of this Agreement, and must pay all fees (including taxes) for such use directly to the Channel Partner, as agreed upon between the Customer and the Channel Partner. Customers should note that if they purchased the Services, Software, or Mobile Apps through a Channel Partner, any refunds or service credits owed under this Agreement may be payable or applied by the Channel Partner on behalf of Lumberfi based on the fees paid by the Customer to the Channel Partner, and any such payment by the Channel Partner will release Lumberfi from its obligations under this Agreement.

Term, Termination, and Suspension

1. Duration. This Agreement is effective from the Effective Date (or, for online Customers, the date of sign up on the Website) until the end of the then-current Subscription Term. Service Plans start on the date specified in the relevant SOF (or, for online Customers, the date of sign up on the Website) and continue for the duration specified therein.
2. Renewal. If neither party gives written notice of non-renewal at least sixty (60) days before the end of the relevant Subscription Term, Service Plans will automatically renew for the same number of subscriptions and same Service Plan, for a period equal to the previous Subscription Term. Lumberfi may increase the Fees at the beginning of each Subscription Term, including any automatically renewed term. Fees for a renewed Subscription Term are due on the date of renewal.
3. Suspension. Lumberfi may suspend Customer’s access to the Services, Software, Mobile Apps, and/or Customer’s Account in the following circumstances: (i) late payment/non-payment of undisputed Fees; (ii) non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 2 (Use Restrictions); or (iv) to prevent or address the introduction of Malicious Software, a security incident, or other harm to Customer, Lumberfi, or Lumberfi’ other customers. Lumberfi will notify Customer of any such suspension and will attempt to limit the suspension to affected Users or Lumberfi Technology, restoring the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will not affect Customer’s other obligations under this Agreement.
4. Termination for Cause. Either party may terminate this Agreement by written notice to the other party if (i) the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of notice, or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
5. Free Trial Customers. Lumberfi may immediately suspend Customer’s access to the Services upon expiration of the free trial. Customer must export Customer Data before the end of the free trial, or Customer Data will be permanently deleted. Lumberfi has no obligation to maintain, store, or retain Customer Data beyond the free trial period.

Data Export and Retention

When this Agreement or any SOF ends, Customer will lose access to the Services, Software, Mobile Apps, APIs, and other Lumberfi Technology. To avoid losing any Customer Data, Lumberfi recommends that Customer export it before closing their Account. Lumberfi will provide access to Customer Data for export for fourteen (14) days after the effective date of the closure of the Account due to termination or expiration of this Agreement or the applicable SOF ("Data Export Period"). If Customer Data is still retained by Lumberfi and Customer is up-to-date on payment obligations per Section 5, they may request Lumberfi to export it during the Data Export Period. After that, Lumberfi may retain Customer Data for up to three (3) months before deleting it, except when necessary for legal obligations, financial and other records, dispute resolution, and contract enforcement. Once deleted, Customer Data cannot be recovered. Customer may contact support@Lumberfi.com during the Data Export Period to request data export.

Confidentiality

Both parties are responsible for protecting each other's confidential information from unauthorized access, use or disclosure. The receiving party will take reasonable care to protect the disclosing party's confidential information, similar to how it safeguards its own confidential information of similar nature or importance. The receiving party will only use the disclosing party's confidential information to fulfill its respective rights and obligations under the Agreement. The receiving party may only disclose such confidential information to employees, representatives, and agents who need to know the information for such purposes and who are bound by confidentiality obligations. The receiving party may also disclose confidential information if it is required by law, regulation, order or subpoena of any administrative agency or court of competent jurisdiction. This section overrides any prior non-disclosure agreement that the parties may have had regarding the confidentiality of information shared between them, including customer data. If the receiving party discloses confidential information, the disclosing party can seek equitable relief in addition to other legal remedies, as disclosure would cause substantial harm.

Warranty and Disclaimer of Warranties

1. Service Warranty: Lumberfi assures that the Services, Software, or Mobile Apps will function in accordance with the Documentation, in all material respects. In the event of a breach of the aforementioned warranty, Customer can notify Lumberfi in writing within thirty (30) days of becoming aware of the issue. Lumberfi will make diligent efforts to correct the Services, Software, or Mobile Apps to satisfy the warranty, and if it fails to do so in a timely manner, either party may terminate the applicable SOF. Customer's sole and exclusive remedy, in such an event, will be to receive a refund of any unused Fees that it pre-paid for the applicable Services, Software, or Mobile Apps. This warranty does not apply if the error or non-conformance resulted from Customer's breach of this Agreement, misuse of the Services, Software, and Mobile Apps by Customer or its Users, modifications to the Services, Software, and Mobile Apps by anyone other than Lumberfi or its representatives, or the use of third-party hardware, software, or services in connection with the Services, Software, and Mobile Apps.
2. Malware Warranty: Lumberfi assures that it will monitor the Services hosted by Lumberfi using commercially available means to attempt to detect and prevent the introduction of any Malicious Software, which is any computer instructions, circuitry, or other technology means whose purpose or effect is to disrupt, damage, or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of Lumberfi or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices, or similar destructive or harmful code, or code that self-replicates.

Warranty Disclaimer: Except as specifically stated in this Agreement, neither party makes any other warranties, express or implied, statutory or otherwise, and all such warranties are hereby disclaimed. This includes but is not limited to warranties of merchantability, title, fitness for a particular purpose, or non-infringement.

Liability

Section 10 of the agreement outlines the limitations of liability for both parties. Neither party will be responsible for any special, incidental, indirect or consequential damages unless required by law. The only exception to this is for claims of gross negligence, willful misconduct, fraud, data claims or IP claims. In these cases, the maximum liability for each party and their affiliates will be capped at the fees received or payable to Lumberfi in the twelve months prior to the claim. For IP and data claims, the maximum liability will be two times the general liability cap. If a party has multiple claims subject to these caps, the maximum total liability for all claims will not exceed the applicable cap. This section applies regardless of the form of action, including in contract, tort, strict liability or otherwise, and applies to all agreements, regardless of whether any individual customer affiliates have executed a separate agreement.

For the purposes of this Agreement, "Bookkeeping Services" refers to the systematic recording, organizing, and maintaining of financial transactions and information pertaining to the Customer by the LumberFi.

The Customer acknowledges and agrees that LumberFi, in providing Bookkeeping Services, is not responsible for and shall not be involved in the filing of any forms, reports, taxes, or documents with any government bodies, including but not limited to the Internal Revenue Service (IRS) or any state tax authority. The Customer further agrees that LumberFi shall not be liable, under any circumstances, for the contents, accuracy, or timeliness of any such forms or documents, whether these are filed by the Customer, an accountant, or any other third party. This includes situations where the Customer, accountant, or other third party has relied on the Bookkeeping Services provided by LumberFi in preparing or filing such forms or documents.

In the event of any ambiguities or uncertainties regarding the categorization or classification of any expenses in the course of providing Bookkeeping Services, LumberFi agrees to contact the Customer to seek clarification. If the Customer does not respond to LumberFi’s inquiry within 5 business days, the Company shall label any such expenses as “uncategorized”. The Customer agrees that it shall not hold the Company liable for any consequences, financial or otherwise, arising from such categorizations or classifications made in the absence of the Customer’s timely response.

LumberFi will rely on the financial information and data provided by the Customer "as is." The Customer assures that all information provided to LumberFi is accurate and complete to the best of the Customer’s knowledge. LumberFi is not responsible for verifying the accuracy or completeness of the information provided and will not be liable for any errors, omissions, or inaccuracies in the information supplied by the Customer.

The Customer agrees that LumberFi shall not be held liable for any civil or criminal penalties, damages, losses, or other consequences arising directly or indirectly from the use of the information provided by the Customer. This includes, but is not limited to, any claims, damages, or liabilities arising from the Customer's failure to provide accurate and complete information.

Indemnification

1. Lumberfi will provide indemnification to Customer and its Affiliates against any third party claims that allege infringement of their intellectual property rights, such as patents, copyrights, and trademarks, resulting from the use of Lumberfi Technology as specified in the agreement. Lumberfi will cover damages and costs, including attorneys' fees, resulting from such claims. However, Lumberfi will not be liable for IP claims caused by unauthorized use of Lumberfi Technology, modifications made by anyone other than Lumberfi or its representatives, or the combination of Lumberfi Technology with other data, hardware or software not provided by Lumberfi. In case of an IP Claim, Lumberfi may choose to either procure the right for Customer to continue using the items, replace or modify them to make them non-infringing, or terminate Customer's subscription to the Service and refund any unused fees. The sections above outline Lumberfi's entire liability and Customer's sole remedy concerning IP Claims.
2. Customer will provide indemnification to Lumberfi and its Affiliates against any third party claims, including damages and costs, resulting from Claims caused by unauthorized supply, disclosure, or processing of Customer Data, including Personal Data, or violations of laws applicable to Customer's or its Affiliates business.
3. If there is a potential indemnity obligation under this Section 11, the indemnified party must notify the indemnifying party in writing promptly. The indemnifying party will have the right to control the investigation, defense, and settlement (if applicable) of such a claim at the indemnifying party's expense. The indemnified party must provide all necessary cooperation at the indemnifying party's expense upon request. Failure to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations, but the indemnifying party will not be liable for any litigation expenses incurred before notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice. The indemnifying party cannot settle any claim that would bind the indemnified party to any obligation or require any admission of fault without the indemnified party's prior written consent, which cannot be unreasonably withheld. Any indemnification obligation under this Section 11 will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party's prior written consent.

Miscellaneous

1. Lumberfi may use a third-party payment processing service provider, but the provider is not allowed to store, keep, or use the customer's payment account information, except for processing payments for Lumberfi. If the customer updates their payment account information, they must inform Lumberfi by updating their account or contacting Lumberfi's support email.
2. Neither party can transfer its rights or obligations under this agreement without the other party's written consent, except for a complete transfer of the agreement to its affiliate or in connection with a merger, acquisition, corporate restructuring, or sale of its assets. Any attempt to transfer the agreement without consent will be void.
3. This agreement, along with any supplemental terms and agreements, constitutes the entire agreement between the customer and Lumberfi and supersedes any previous agreements or communications, including registration forms and purchase orders. If there is a conflict between the different agreements, the order of precedence will be the privacy notice, then the supplemental terms, then any specific terms of service, and finally this agreement. If any provision is unenforceable, the court will modify it to achieve the original intent, and the other provisions will remain in effect.
4. Lumberfi can use the customer's name as a reference in their promotional materials. The customer can request Lumberfi to stop doing this by sending an email to legal@Lumberfi.com, which may take up to 30 days to process.
5. Parties' Relationship: The parties to this Agreement are independent contractors and nothing in this Agreement creates any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
6. Survival: Certain sections of this Agreement, including but not limited to Use Restrictions, Intellectual Property, Fees and Payment, Term, Termination and Suspension, Confidentiality, Warranty Disclaimer, Limitation of Liability, Indemnification, Entire Agreement, Survival, Notices, Governing Law, and Dispute Resolution, will survive any termination of this Agreement. Termination of this Agreement will not relieve either party from any liabilities accrued prior to such termination or for any breach of this Agreement.
7. Notices: Any notice required or permitted under this Agreement may be delivered in writing by overnight delivery service or mail to the address provided in the SOF, or by email to the email address associated with the Customer's account. Lumberfi's address for notice is provided in this section. All notices will be deemed received immediately upon delivery by email, or if delivered otherwise, upon receipt or five business days after being deposited in the mail or courier.
8. Anti-Corruption: Neither party has received or offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business are exempt from this restriction. If Customer becomes aware of any violation, it must promptly notify Lumberfi.
9. Force Majeure: Neither party will be held liable for any delay or failure to perform any obligation under this Agreement resulting from any cause beyond its control, including acts of God, government, terror or civil unrest, Internet failures, or acts by third parties not under the control of the performing party. A Force Majeure Event lasting thirty consecutive days will entitle the other party to terminate the Agreement and all SOFs upon written notice. If Lumberfi is unable to provide the Services, Software, or Mobile Apps due to a Force Majeure Event and Customer terminates the Agreement and all SOFs, Lumberfi will refund Customer the pro-rated fees paid up to the date the event commenced.
10. The laws of the State of California will govern this Agreement, and any claims or disputes related to it will be heard exclusively in the federal and state courts of San Francisco County.
11. Any disputes, claims, or controversies arising from or related to this Agreement, including the determination of the scope of the agreement to arbitrate, will be resolved through arbitration in San Francisco, California, according to JAMS arbitration rules. The judgment of the award may be entered in any court with jurisdiction. Parties may still seek provisional remedies from a court of appropriate jurisdiction.
12. Lumberfi may provide or make available Services and other Software components to customers or users that may be subject to U.S. or other territories' export control and economic sanctions laws, regulations, and rules. Customers are required to comply with these laws as they pertain to accessing and using the Services, Software, and components. Customers in Prohibited Jurisdictions, such as Cuba, Iran, North Korea, Syria, Crimea, Donetsk People's Republic (DNR), or Luhansk People's Republic regions of Ukraine, are not allowed to access or use the Services. Customers are also prohibited from disclosing, transferring, exporting, or re-exporting Customer Data to any ineligible country, entity, or party under the Export Control Laws or other applicable regulations.
13. If the customer is a U.S. federal government department or agency, or contracting on behalf of such a department or agency, the Service is considered a Commercial Item under the defined terms at 48 C.F.R. §2.101, consisting of Commercial Computer Software and Commercial Computer Software Documentation. The Service is licensed to the customer with only the rights provided under the terms and conditions of this Agreement, as per 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable.

Definitions

• The term "Account" refers to any accounts or instances created by or on behalf of the Customer to access and use any of the Services.
• The terms "Affiliate" or "Subsidiaries" indicate any entity that controls, is controlled by, or is under common control with the party to this Agreement, where "control" means the possession of the power to direct the management and policies of such entity.
• The "Authorized Use Policy" is the Lumberfi policy that governs the authorized use of the Services.
• "Confidential Information" refers to any information disclosed by one party to the other that is designated as confidential or should be understood as such.
• "Customer Data" encompasses all electronic data, text, messages, or other materials, including Personal Data, submitted to the Services by the Customer or its Users.
• "Data Claims" refer to claims arising from a breach of certain sections of the Agreement or the Privacy Notice that result in the unauthorized disclosure of Customer Data or a breach of Use Restrictions.
• The "Data Processing Addendum" is Lumberfi's Data Processing Addendum that governs data processing activities.
• "Documentation" means the user documentation provided by Lumberfi that explains the functionalities of the Software and the Services.
• "End User" refers to any person or entity other than the Customer or its Users who interacts with the Services.
• "Lumberfi Technology" includes the Services, Software, Mobile Apps, Documentation, Lumberfi APIs, Lumberfi website(s), any content published on the Lumberfi websites, training materials, support materials, templates, tools, methodologies, know-how, Lumberfi Confidential Information, and any modifications or derivative works of the foregoing.
• The "Marketplace User Terms" refer to the specific terms that govern the use of Lumberfi's marketplace. "Mobile App" means the Lumberfi-branded Software applications provided to enable access and use of the Services through mobile or other handheld devices.
• "Personal Data" refers to data relating to an individual who is or can be identified from the data or from the data in conjunction with other information in the possession of the data controller. The "Privacy Notice" is Lumberfi's privacy notice that explains how it collects, uses, and protects Personal Data.
• The term "Service Order Form" or "SOF" can refer to (i) any service order that refers to this agreement and is executed by both Customer and Lumberfi or (ii) any online ordering document or process completed by Customer, which includes online registration through a website. These forms detail the services subscribed to, corresponding service plans, fees payable to Lumberfi, the applicable subscription term, and any relevant additional terms and conditions. This can also include any change order forms.
• The term "Services" refers to the Lumberfi software-based service offerings identified in the SOF, including any updates, software, APIs, or documentation made available by Lumberfi with such offerings. However, it does not include any applications or APIs provided by third parties.
• The term "Service Plans" refers to the pricing plans and other packaged offering limitations for the applicable services that Customer subscribes to with respect to any user.
• The term "Software" refers to the generally available software provided by Lumberfi in connection with Customer's use of the Services, including Mobile Apps, but does not include any applications or APIs provided by third parties.
• The term "Subscription Term" refers to the period stated on an SOF during which Customer subscribes to the Services