We reserve the right to update or otherwise modify these Vendor Terms from time to time. You are responsible for checking these Vendor Terms periodically for changes and updates. Your use of our Sites and/or Services after such notice has posted constitutes your acceptance of the updated Vendor Terms.
BY ACCESSING AND USING OUR SITES AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THESE VENDOR TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU SHOULD NOT ACCESS OR USE OUR SITES OR SERVICES.
In consideration of the premises set forth above, you hereby agree as follows:
Our Sites and Services are intended solely for users who are 18 years of age or older. Any access to or use of our Sites or Services by anyone under 18 is expressly prohibited. By accessing or using our Sites or Services you represent and warrant that you are 18 years of age or older.
USE OF SITES AND SERVICES:
By submitting your request and information to Lucerna, you are requesting that Lucerna create a Product Listing and include your Product Information in its vendor list. Lucerna reserves the right to refuse any such request or to cancel any listing for failure to fulfill the obligations set forth in these Vendor Terms.
At our discretion, we may, but are not obligated to, monitor your activity on our Sites and edit or remove Vendor Content that violates or otherwise fails to comply with these Vendor Terms, or terminate your access to the Sites or remove you from our vendor lists for failure to comply with these Vendor Terms.
VENDOR LISTS AND VENDOR SERVICES:
How our Vendor Lists Work: Product Listings are created by Lucerna based on information submitted by Vendor, which may be supplemented by publicly available information. Initial Product Listings are created through Vendor’s submission of the online form, and will be sent to Vendor for approval before posting to our vendor list. Product Listings may be updated by Vendor submitting updated Vendor Content via e-mail to Lucerna’s designated representative. Product Listings posted on our Sites are non-cancellable.
Product Listings : Product Listings are descriptions of Vendor’s products (including vendor name, vendor logo, product name, product description, and screenshots) created by us from Vendor-provided information, publicly available content, Vendor-contributed modifications, and any other content we create or license, which are featured in our online vendor lists. Vendor shall ensure that the Vendor Content it contributes or approves for its Product Listing complies with these Vendor Terms and with any other guidelines for Product Listings provided to Vendor. Listed company names are the service marks and trademarks of their respective companies.
Vendor agrees to promptly inform Lucerna of any changes in factual information contained in the Product Listing. Any changes thereto will be subject to approval by Lucerna. Approved changes will be made according to our regular update schedule.
INTELLECTUAL PROPERTY RIGHTS:
Our Sites are comprised of Content created by us, with input from our vendors. This section sets forth the ownership and usage rights for each type of content.
Our IP: Our Sites (including, without limitation, the Product Listings we create and any other content we create or license) and Services (along with the domain names), and all intellectual property rights therein (collectively, the “Lucerna IP”), are the property of Lucerna, its affiliates, and/or its authorized licensors, and are protected by U.S. and international copyright, trademarks, and other intellectual property laws.
We grant to Vendor a worldwide, revocable, royalty-free, non-exclusive license to use, view, and download the Lucerna IP for Vendor’s personal, non-commercial use in accordance with these Vendor Terms and applicable U.S. and international copyright laws. Except to the extent otherwise expressly permitted under copyright law, Vendor will not copy, reproduce, modify, use, distribute, display, create derivative works of, or otherwise exploit the Lucerna IP without the express written consent of Lucerna or the applicable copyright owner.
Vendor IP: Except for Product Information lawfully collected or created by us, Vendor retains all right, title, and interest in and to the Vendor Content it submits to us to create, update, or modify its Product Listing (see below), as well as to its logos, trademarks, and screenshots (collectively, “Vendor IP”) and grants to Lucerna and its affiliates a perpetual, worldwide, irrevocable, royalty-free, non-exclusive, sub-licensable license (i) to use, display, and translate the Vendor IP in the ordinary course of its business; (ii) to advertise, market, promote, and publicize Vendor and its products on our Sites; and (iii) to modify and/or remove Vendor Content as we may determine in our sole discretion in accordance with the guidelines for Product Listings.
Product Listing: Lucerna retains all right, title, and interest in and to the Product Listings it creates and grants to Vendor free of charge a license to use, update, and (at our discretion) modify the Product Listing subject to the following:
All intellectual property rights not expressly granted hereunder are expressly reserved to Lucerna and to the respective owners of such rights.
COPYRIGHT INFRINGEMENT CLAIMS:
We respect the intellectual property rights of others and will not tolerate infringing activity on our Sites.
If you are a copyright owner or agent, and you believe your rights under applicable copyright laws are being infringed by us or another person or entity using our Sites or Services, you may submit to our Designated Copyright Agent at firstname.lastname@example.org a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (17 U.S.C. § 512), which includes the following information:
We reserve the right to seek damages from any person who knowingly submits a DMCA notification claim under this section in violation of the law.
REPRESENTATIONS & WARRANTIES
Vendor represents and warrants to the best of its knowledge: (i) that it has all necessary right, power and authority to enter into these Vendor Terms and to fulfill its contractual obligations hereunder; (ii) that the information that it e-mails, transmits, or otherwise makes available to us or on our Sites, including without limitation content, trademarks, logos, and screenshots, is accurate and free of third party encumbrances; (iii) that it has not breached any third party rights, including without limitation: intellectual property, publicity or privacy, consumer protection, tort, and/or product liability rights; (iv) that it complies with all applicable security standards and is free from any viruses, including without limitation malware or Trojan horses; and (v) that it complies with all applicable laws, statutes, ordinances, and regulations.
Neither party will be liable for any failure or delay of performance under these Vendor Terms resulting from a force majeure event beyond the reasonable control of a party, including without limitation, natural disasters, acts of God, government regulations, war, terrorism, labor disputes, and power failures.
We reserve the right in our sole discretion, without penalty, and at any time without notice, to modify or discontinue (temporarily or permanently) Vendor’s access to our Sites and Services, or any part thereof if we believe that Vendor is violating these Vendor Terms. If Vendor uses or attempts to use our Sites or Services for any purpose that contravenes these Vendor Terms (including without limitation tampering, hacking, data scraping, modifying, or otherwise corrupting the security or functionality of the Services), Vendor may also be subject to civil and criminal liability. The parties acknowledge and agree that the Product Listing and related Product Information posted on our Sites are non-cancellable. We create our Vendor Product Listings primarily from Vendor Content provided by Vendor, but may also use publicly available information in order to ensure a comprehensive picture.
WAIVER & SEVERABILITY
Our failure to act with respect to a breach will not constitute a waiver and does not waive our right to act with respect to subsequent or similar breaches. If any of these Vendor Terms shall be deemed invalid, void, or for any reason unenforceable under applicable law, then that term shall be deemed severable and shall not affect the validity and enforceability of any remaining term or provision of these Vendor Terms.
BY ACCESSING AND USING OUR WEBSITE AND SERVICES, YOU ATTEST THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THE FOREGOING VENDOR TERMS.
LAST UPDATED: August 2019