Product licenses and terms of use

End-User License Agreement

PLEASE READ CAREFULLY BEFORE DOWNLOADING OR USING ANY SOFTWARE.

This End-User License Agreement (this "Agreement") is a legal contract between you and us.

ABOUT US: Shinyfields Limited, a company registered in Cyprus (company number HE 256351) with a registered address at Spyrou Kyprianou, 4, Flat/Office 401, Mesa Getonia, 4001, Limassol, Cyprus trading as Skylum Software ("us" or "Skylum").

安裝或使用本協議中提到的軟件，即說明你承認閱讀了本協議，你理解它，並且你同意接受本協議約束。你使用此軟件即被視為接受並同意這些條款和條件的約束。

If you are accepting this Agreement on behalf of a company, organization, educational institution, foundation, trust, or any other legal entity as its authorized legal representative, then you represent and warrant that you have the power and authority to bind such entity to these terms. References to "you" in this Agreement refer to both an individual end user and to any legal entity on whose behalf you are accepting this agreement.

This Agreement incorporates by reference the Skylum Privacy Policy available at https://skylum.com/legal as it may be amended from time to time, and which is made a part of this Agreement as if repeated in full.

本協議要求仲裁裁決，並限制你在法庭上提起訴訟的權利。

注意:

• 安裝或使用本軟件，你承認你已經閱讀了本協議，理解它，並且同意接受這些條款的約束。本協議的條款尤其包含條款3中的責任限制。
• If you are not willing to be bound by the terms of this Agreement, then you must click the "I do not accept" or similar button, terminate the Software download and/or installation process, immediately cease and refrain from accessing or using the Software, and delete any copies of the Software that you may already have.

本協議連同列入本協議作參考的任何附加條款或政策，代表你和Skylum軟件的全部約定，並且本協議取代和替換任何之前的口頭或書面的提議、陳述，或你可能與Skylum有關軟件的理解。

You should print or save a copy of this Agreement for future reference.

1. License
   1. Grant of License.

      "Software" as used in this Agreement is defined as including (a) (i) all software files and other computer information, including all of the contents of the downloads, files, including setup files, disk(s), CD-ROM(s) or other media (if applicable) provided to you by Skylum or its affiliates, licensors and resellers including under the brands SKYLUM®, LUMINAR® (including Luminar X), AURORA HDR™, PHOTOLEMUR™, and APERTY™; (ii) registration information, i.e. each and every license key or activation code which is unique for your registration name and/or email address; (iii) sample and stock photographs, images, sounds, clip art and other artistic works bundled with Skylum software or made available by Skylum on www.skylum.com or any other website operated by Skylum or its affiliates (the "Websites") as compatible for use with the Skylum software; (iv) other digital products for use on computers, mobile devices and other electronic devices, which are developed by Skylum or its licensors and made available by Skylum, including without limitation, presets, photographic filters, photographic textures, overlays, software plug-ins, instructional materials, and any software code developed and produced by third party licensors and made available by Skylum (unless provided under separate end-user license agreements);(v) cloud-based Software (or its parts), including, without limitation, generative AI (algorithms based on machine learning) features of the Software, or other parts of the Software executed on Skylum's or third-party cloud servers; and (b) any Updates (as defined in Section 1.7), Upgrades (as defined in Section 1.7), and any other enhancements, modifications, revisions, or additions to the Software made by Skylum and made available to end-users, to the extent not provided under separate terms.

      In consideration of and subject to your full and ongoing compliance with the terms and conditions of this Agreement and payment of all applicable fees for the use of the Software, Skylum hereby grants to you, and you accept, a personal, limited, nonexclusive, nontransferable, non-assignable (except as set forth in Section 1.6), revocable license to use the Software during the Term (as defined in Section 5) in machine-readable, object code form only, and any user manuals or explanatory written materials and files accompanying Software ("Documentation"), only as authorized in this Agreement. Skylum reserves all rights not expressly granted to you under this Agreement.

   2. Use of Software; Number of Authorized Devices.

      你的軟件使用許可取決於本協議中陳述的限制、補充條款和條件。任何違反本協議中的限製或其他條款和條件的軟件使用將被視為違反本協議，是未被許可的。

      The Software may not be used in the operation of a web service or other online service you provide for others, or for the benefit of any other person or entity. It must only be used for your own personal use or internal business processes (if purchased by an entity). Aperty exception: with relation to the Aperty Software only, any commercial use is allowed.

      You may use the Software only as activated, on computers or other devices which utilize Apple or Windows Operating Systems, which devices are owned, leased, or otherwise controlled by you at the same time (each, an "Authorized Device"). If you need to substitute one Authorized Device with another Authorized Device, please contact Skylum customer service at [email protected] for assistance. For purposes of this Agreement, "use" of the Software means access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation and as authorized herein.

      If you have any questions regarding authorized use of the Software, please contact our Legal team at [email protected].

   3. Evaluation Licenses.

      If you obtained a trial or evaluation version of the Software, you may use the Software for a limited time period which varies and specified in the offer terms (the "Trial Period"). You may use the Software during the Trial Period for internal non-commercial purposes, solely to evaluate the suitability of the Software for your needs. You must purchase a license key/activation code to be able to continue the use of the Software after the expiration of the Trial Period. If you do not purchase a license to use the Software prior to the expiration of the Trial Period, then at the expiration of the Trial Period, you must cease any and all use of the Software, the Software will be deactivated, and this Agreement and all your rights and licenses hereunder will terminate.

   4. Free Version with Limitations.

      We may distribute a free version of the Software that is subject to certain limitations, for example, contain a limited set of features, a limit on the number of times a feature may be used, or any other limitations.

      Upon reaching one or more limitations, some or all features of the Software will become unavailable to you, or your access to the Software may be limited or restricted until you purchase a paid version of the Software.

   5. Restrictions.

      除本協議授權外，你或你的下屬或你控制的任何人不得複制軟件、文檔或許可證密鑰/激活碼或其任何部分。你必須保證所有軟件副本和許可密鑰/激活碼的安全。你全權負責保護你的個人數據、許可證密鑰/激活碼和授權設備免受未授權訪問、使用和復制的危害。

      (b) 你不得逆向代碼、反編譯、反彙編、複製或翻譯你獲取的軟件或任何許可證密鑰/激活碼，或嘗試從你獲取的目標代碼中獲取源代碼。

      你不得修改或改寫軟件，或濫用你以任何方式獲取的許可證密鑰/激活碼。

      You may not sell, license, sub-license, publish, display, disclose, rent, lease, modify, loan, distribute, alter or create derivative works based on, the Software itself or any part thereof, except strictly and solely to the extent that (by virtue of any applicable law that cannot be excluded by contract) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided further that you must notify in writing Skylum in advance of carrying out any such activity and shall allow Skylum the opportunity to either terminate this Agreement (if permitted under applicable law) or supply the relevant information at reasonable commercial rates to avoid your need to carry out such activity; provided further that any information obtained by you during such activities: (i) is used only for the purpose of achieving inter-operability of the Software with another software program; and (ii) is not unnecessarily disclosed or communicated to any third party without Skylum's prior written consent in each instance; and (iii) is only disclosed or communicated to any third party strictly on a need-to-know for the relevant purposes, and subject to written undertakings of confidentiality and limitations on use.

      All the textures, objects and images inside the application are purposed solely to modifying or incorporating new creative elements since they will only be used as layers in a photo by the end-user. We are not selling the photos/templates.

      You may not sell, license, sub-license, publish, display, disclose, rent, lease, modify, loan, distribute Textures, Overlays, Stickers, Sounds, Text Labels, Camera Color Profiles, Scripts, Images for User Interface, Sample Images, Images for Tutorials as all of these are part of the Product and can't be used, transferred, copied outside of the product.

   6. Activation of Software; Assignment of Rights.

      Activation of as well as continuation of the subscription license for the Software requires Internet connectivity. Upon payment of applicable fees for the use of the Software and your acceptance of this Agreement, you will be provided with a license key/activation code and you will be requested to provide to Skylum your email address in order to activate the use of the Software on your Authorized Device(s).

      在每個案例中未經Skylum事先書面同意，你不得分配、轉讓、分許可、分包、租賃、出租、抵押或借出本協議所准許的你擁有的軟件、文檔或許可證密鑰/激活碼的權利。

      Skylum以其唯一且絕對的自由裁量權，可以將本協議及其在此之下所有權利義務轉讓給任何關聯實體、任何利益繼承人或任何第三方。

   7. Updates and Upgrades.

      就本協議而言：

      • "Update" means any modification, addition, enhancement, revision, bug fix or other change to the then-current version of the Software.
      • "Upgrade" means a new version of the Software containing additional features issued by Skylum from time to time in its sole discretion.

      Each Update to the current version of the Software will be distributed free of charge to you. In most cases, you will receive Updates as long as you have a copy of the Software installed on your device. However, some additions of new features, improvement of existing features and/or other changes that are a part of an Update may or may not be available to you, depending on the type of license to the Software you have. You may be notified that the Update is available through an in-program notification, via the e-mail address you provided upon registration of the Software, or through our website.

      升級將需要支付額外費用。如有可用升級，將會通過我們的網站、應用內通知，或軟件用戶的電子郵箱提示，並將遵守Skylum全權決定的其他條款和條件。

      Nothing in this Agreement imposes upon Skylum any express or implied obligation to announce or make available any Updates or Upgrades, and this Agreement does not give you any rights in or to any of the foregoing. You further acknowledge that in order to obtain any of the Updates or Upgrades, your Authorized Device must comply with relevant system requirements, be connected to the Internet and the e-mail address provided to Skylum must be kept current.

      如果需要任何更新或升級的支持，請發郵件至[email protected]聯繫Skylum客戶服務。

   8. Apple App Store and Microsoft Store versions

      You can get the Software from Apple App Store or Microsoft Store. In this case, the Software is provided to you by Skylum Software USA, Inc.

      The Software obtained through the Apple App Store is connected to your Apple ID and all transactions, including billing, subscription renewals, and refunds, are carried out through the Apple App Store. Apple's terms and conditions apply, please review them carefully before making a purchase through the Apple App Store.

      The Software obtained through the Microsoft Store is connected to your Microsoft account and all transactions, including billing, subscription renewals, and refunds, are carried out through the Microsoft Store. Microsoft's terms and conditions apply, please review them carefully before making a purchase through the Microsoft Store.

   9. Beta Versions.

      If a version of the Software is distributed as a "beta" version, we give no representations or warranties as to such a version whatsoever, either express or implied.

      If you choose to download a "beta" version of the Software, you do so at your own risk. "Beta" versions may be unstable, not work as intended, cause damage to your hardware or software, or cause other unexpected and/or unintended consequences.

      We will not be responsible for any consequences of you downloading or using a "beta" version of the Software.

2. 附加條款.

   以下補充條款適用於該軟件的使用：

   1. (a)

      軟件可能無法兼容所有的操作系​​統或硬件，並且兼容系統可能會不時改變。我們不擔保或保證之前的任何兼容系統將會一直可兼容。

   2. (b)

      如果你的個人數據、許可證密鑰/激活碼或你的授權設備或其內容被除你之外的任何人訪問，Skylum將不承擔任何責任。如果你的許可證密鑰/激活碼被偷盜，或者你懷疑在你控制之外的任何不當或非法使用你的許可證，你必須及時通知Skylum該事件的發生。你將會得到一個更換的許可證，可疑的許可證將會被作廢和/或終止。 Skylum將不會對作廢和/或終止許可證相關的任何損害或費用承擔任何責任。

   3. (c)

      你對於所有軟件訪問或通過軟件使用的數據、照片和圖像的備份全權負責。 Skylum對於數據、照片或圖像的丟失、毀壞或損害等造成的損失不負任何責任。

   4. (d)

      The Software may automatically download additional third-party software to enable the Software to run on a particular server or device. Any such third-party software is provided purely "AS IS," and "AS AVAILABLE," without warranty of any kind other than as may be provided by the owner or distributor of said third-party software. Furthermore, Skylum does not provide you with any third party licenses that may be required to use or run this Software on your Authorized Device(s). It is solely your responsibility to obtain any other licenses you may need to operate the Software, including operating system licenses. You agree that you will not use the Software in any way that conflicts with or violates the terms of service or other agreements between you and any third party.

   5. (e)

      如果你通過第三方經銷商或分銷商購買軟件使用許可證，那麼你需要遵守這個第三方的附加條款和條件。

   6. (f)

      軟件的某些功能，更新和升級可能需要你的授權設備接入互聯網。你全權負責獲取這樣的網絡連接，支付費用，並遵守互聯網服務提供商的使用條款。

   7. (g)

      除非本協議准許或與其設計或文檔一致，否則你將不能使用軟件。

   8. (hg)

      在下載、安裝和使用軟件時，你同意遵守所有的法律和法規，包括你下載所在地方的法律和法規。你不得以任何方式使用軟件發布或傳播任何違法或令人反感的資料或該資料的鏈接，也不得侵犯任何第三方的任何權利（包括知識產權）。

   9. (i)

      你同意在使用軟件的過程中，你將不會違法任何適用的條例、法律或法規。

   10. (j)

       你必須遵守所有的認證流程，包含但不限於許可證密鑰的要求和流程。

   11. (k)

       你不得乾涉或破壞軟件的運行，包括以黑客或損壞的方式限製或禁止任何他人使用軟件。嚴格禁止傳播或使軟件接入任何拒絕服務攻擊，病毒，蠕蟲病毒，木馬或其他惡意軟件或有害代碼或活動。你不得嘗試探測、掃描或檢測系統或網絡的安全隱患，或未經適當的授權違反安全或認證流程。並且，你不得在我們的基礎架構上進行不合理或不成比例地大量加載或嘗試大量加載，是否構成此行為由我們全權決定。

3. Intellectual Property and Confidentiality.
   1. Use Reporting, Violations and Remedies.

      Please see our Privacy Policy ("Data We Collect About You") regarding information and data we collect. Skylum monitors Software usage and reserves the right to remedy violations of any of the terms of this Agreement as provided in this Agreement.

   2. Proprietary Rights to Software and Trademarks.

      Skylum和/或其許可方擁有並且會繼續擁有對軟件和文檔的所有權利和利益，包括相關版權、商業機密、專利或商標法律下面的知識產權。除非有本協議明確授予你的有限的、可撤銷許可證，本協議不授予你對於軟件或文檔或其他任何Skylum或其許可方知識產權的任何所有權或其他權益，不管是通過默示、禁止反悔或其他任何方式。 Skylum用於連接軟件或Skylum提供服務的任何和所有的商品商標或服務商標都是Skylum或其許可方擁有的商標。本協議不授予你對於這些商標的任何權利、許可或利益，你不得聲稱對這些商標或任何與這些商標容易混淆的語言或設計的任何權利、許可或利益。

      通過軟件展示或訪問的任何內容（例如照片或圖像）的權利和知識產權屬於各自的內容擁有者。這些內容可能受著作權或其他知識產品法律和條約的保護，可能受制於提供該內容的第三方的使用條款。本協議並不授予你任何使用該內容的權利，你應當為使用該內容擔負責任。

   3. Confidentiality.

      你只能允許正當擁有許可證密鑰/激活碼的授權用戶使用軟件或查看文檔。除非本協議有明確授權，你不得為任何第三方提供軟件、文檔或任何許可證密鑰/激活碼，或出於本協議下所明確賦予你的行使權力之外的其他目的使用軟件、文檔或任何許可證密鑰。你同意與Skylum合作並協助Skylum識別和防止任何未授權的使用、複製，或洩露軟件、文檔或其任何部分。

   4. Consent to Use Data; Privacy Policy.

      你同意與隱私政策一致的數據收集和使用，該隱私政策可能會由Skylum不時修改或更新。

4. License Fees.

   The Software will be available to you upon acceptance of this Agreement, payment of applicable license fees for the use of the Software and your receipt of one or more license key(s)/activation code(s). Except as provided in Section 7.2 of this Agreement and our Cancellation and Refunds Policy available at https://skylum.com/cancellation-and-refunds-policy, license fees are not refundable.

5. Term and Termination.

   This Agreement is effective upon your acceptance of the Agreement, or upon your downloading, installing, accessing, and using the Software, any Update or Upgrade, even if you have not expressly accepted this Agreement. This Agreement shall continue in effect until expiration or termination as provided herein (the "Term").

   Without prejudice to any other rights, this Agreement will terminate automatically without notice to you if you breach or fail to comply with any terms of this Agreement, including without limitation, the payment of any applicable license fees. You agree that in any such case Skylum may, in addition to any other remedies it may have at law or in equity, remotely disable the Software.

   You may terminate this Agreement at any time by providing written notice of your decision to terminate the Agreement to [email protected] and ceasing all use of the Software and Documentation.

   This Agreement terminates immediately if you file for bankruptcy, become insolvent, or make an assignment for the benefit of creditors.

   本協議以任何原因終止或期滿後，Skylum將會禁用該軟件；你同意卸載軟件並將你獲得的軟件、文檔、及其所有副本和所有許可證密鑰/激活碼退還給Skylum，或將所有這些資料銷毀並給Skylum提供書面的銷毀證明。

6. Indemnification.

   You will, at your own expense, defend, indemnify and hold Skylum, its affiliates, licensors, agents and representatives, and its and their officers, directors, members, partners, and employees of Skylum, its affiliates and its and their licensors, agents and representatives, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable legal and/or attorneys' fees, arising out of any use of the Software or the Documentation by you, any party related to you, or any party acting upon your authorization, in violation of this Agreement or in any manner that is not expressly authorized by this Agreement, or in the event of any act or omission which is, or can be determined to be, a breach of any of the terms of this Agreement or any of your representations or warranties made hereunder, or in relation to your use of the Software (including without limitation, in relation to content and personal data).

7. Limited Warranty; Disclaimer; Limitation of Liability.
   1. Limited Warranty.

      Trial versions of Software are made available "as is" and without any express or implied warranties whatsoever.

      After your payment of license fees, the following limited warranty shall apply: Skylum warrants that licensed Software will perform substantially as described in the Documentation that accompanies the Software, provided you follow all of Skylum instructions and other requirements, including those related to the operating system(s), devices and other technical capabilities. This limited warranty does not cover problems that you cause, or that arise when you fail to follow Skylum's instructions or Documentation, or that are caused by events beyond Skylum's reasonable control. The limited warranty starts when the first user of your copy of the Software acquires that copy or an Upgrade of the Software, and lasts for one year. Any Updates or replacement Software that you may receive from Skylum during that year are also covered, but only for the remainder of that one-year period or for 30 days, whichever is longer. Skylum gives no other express warranties, guarantees, or conditions, nor may any warranty claims whatsoever be brought against Skylum's resellers, agents or distributors.

      Provided you properly notify Skylum with a specific description of the Software's nonconformance within the warranty period and we validate the existence of such nonconformance, we will, at our option:

      1. (a)

         repair or replace the nonconforming Software, or

      2. (b)

         refund the license fees paid for the applicable nonconforming Software in exchange for a return of such nonconforming Software.

      This is your sole and exclusive remedy under this warranty.

   2. Warranty Disclaimer.

      EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY GRANTED TO YOU IN SECTION 7.1, THE SOFTWARE AND DOCUMENTATION ARE LICENSED "AS IS," AND SKYLUM, FOR ITSELF AND ON BEHALF OF ITS RESELLERS, AGENTS AND DISTRIBUTORS, DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TIMELINESS, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE FULLEST EXTENT AUTHORIZED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SKYLUM, FOR ITSELF AND ON BEHALF OF ITS RESELLERS, AGENTS AND DISTRIBUTORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, AND DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR (OR ANY PARTICULAR) REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, THAT DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH FUTURE SKYLUM'S PRODUCTS, OR THAT ANY INFORMATION OR DATA STORED OR TRANSMITTED THROUGH THE SOFTWARE WILL NOT BE LOST, CORRUPTED OR DESTROYED. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.

   3. Limitation of Liability.

      在適用法律允許的最大範圍內，在任何情況下，無論是本合同下產生的，侵權（包括過失），違反法定義務，通過賠償或本協議下或與其相關的任何方式產生的責任，Skylum及其附屬公司，經銷商，代理商或分銷商都不對你或與你相關的任何一方承擔如下責任：

      1. (a)

         任何間接，附帶或結果的損害;

      2. (b)

         特別的，示範性或懲罰性賠償（包括但不限於商業利潤損失，商業中斷，信息損失，數據損失或經濟損失的賠償），或者其他即使Skylum被告知這種損害的可能性;

      3. (c)

         商業機會的損失; 或

      4. (d)

         失去善意或聲譽。

      IN NO EVENT WILL SKYLUM'S TOTAL AGGREGATE AND CUMULATIVE LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY AND ALL CLAIMS OF ANY KIND ARISING HEREUNDER EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO SKYLUM IN THE TWELVE MONTHS PRECEDING THE CLAIM FOR THE USE OF THE SOFTWARE GIVING RISE TO THE CLAIM. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAW, THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE PARTIES FURTHER INTEND THE EXCLUSION OF CONSEQUENTIAL DAMAGES AS AN INDEPENDENT AGREEMENT APART FROM ANY OTHER REMEDY PROVIDED HEREIN.

   4. Certain Limitations.

      有些管轄區域不允許某些類型保證、損害或責任的排除或限制，因此上述排除和限制可能不適用於你。但是在這種情況下，條款7中所列的排除和限制應當在適用法律下最大限度地實施。

8. General Terms.
   1. Feedback.

      If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to Skylum ("Feedback"), regardless of any accompanying communication, Skylum has no obligation to review, consider, or implement your Feedback. All such submissions are made on a non-confidential basis. Skylum and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such Feedback without any compensation or attribution, and you waive and agree not to assert any moral rights you may have in the Feedback.

   2. Governing Law and Choice of Forum; Arbitration.

      本協議將受紐約法律管轄，不涉及任何適用法律、條例、規定的衝突條款。本協議不受《聯合國國際銷售貨物合同公約》的管轄，其適用被明確排除。

      Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (if you are a legal entity or a sole proprietor) or Consumer Arbitration Rules (if you are an individual), and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted in the State of New York, New York County, in English.

      To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the following address: [email protected]

      Within fifteen (15) days after the commencement of arbitration, the parties shall either agree on a single arbitrator, or if they cannot so agree, then each party shall select one (1) person to act as arbitrator and the two (2) selected shall select a third arbitrator within ten (10) days of their appointment. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the AAA.

      Consistent with the expedited nature of arbitration, each party will, upon the written request of the other party, promptly provide the other with copies of documents relevant to the issues raised by any claim or counterclaim. Any dispute regarding discovery, or the relevance or scope thereof, shall be determined by the chair of the arbitration panel, which determination shall be conclusive.

      The arbitrators shall not award consequential or punitive damages in any arbitration initiated under this section. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE WEBSITE CONTRIBUTOR OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER WEBSITE CONTRIBUTOR OR USER.

      The prevailing party in any litigation or arbitration proceeding brought in connection with this Agreement shall be entitled to recover from the other party all the reasonable costs, attorneys’ fees and other expenses incurred in the litigation or arbitration.

      Notwithstanding the above arbitration provision, you agree that in our discretion, we may bring suit in any court having jurisdiction over you, to enjoin infringement or other misuse of our intellectual property or to enforce our proprietary rights. You hereby agree that we would be irreparably damaged if this Agreement was not specifically enforced, and therefore you agree that Skylum shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this Agreement involving intellectual property or other proprietary rights, in addition to such other remedies as we may otherwise have available to us.

      To the extent arbitration does not apply, you agree that any dispute arising out of or relating to the Websites, Products, or to us, may only be brought by you in a state or federal court located in the State of New York County of New York. YOU HEREBY WAIVE ANY OBJECTION TO THIS VENUE AS INCONVENIENT OR INAPPROPRIATE AND AGREE TO EXCLUSIVE JURISDICTION AND VENUE IN NEW YORK COUNTY.

   3. Survival.

      本協議第3、5、6、7、8條及其所有章節應在本協議終止或期滿後繼續有效，不論任何終止或期滿的原因，都應無限期有效並具有約束力。

   4. Headings.

      本協議中包含的所有條款和章節的標題僅供參考，並不影響本協議的含義或解釋。

   5. No Waiver.

      任何一方未能或遲延行使或執行本協議賦予的任何權利或補救措施，或在違反本協議時對另一方採取行動，不得視為該方放棄該項權利或任何其他權利或補救措施，也不得阻止或限制該項權利或其他權利或救濟的進一步行使。任何單一或部分行使該權利或補救措施，均不應防止或限制該項權利或其他權利或補救的進一步行使。

   6. Amendment.

      Skylum reserves the right, in its sole discretion, to amend this Agreement from time to time by posting an updated version of the Agreement on its Websites, provided that disputes arising hereunder will be resolved in accordance with the terms of the Agreement in effect at the time the dispute arose. Please review the current version of this Agreement from time to time to make yourself aware of changes.

      Material changes to this Agreement will be effective upon the earlier of (i) your first use of the Software with actual knowledge of such change, or (ii) 30 days from publishing the amended Agreement on the Websites. Notwithstanding the above, changes to the Agreement that do not adversely affect your legal position under this Agreement become effective immediately upon posting an updated version of the Agreement. If there is a conflict between this Agreement and the most current version of this Agreement posted on the Websites, the most current version will prevail. Your use of the Software after the amended Agreement becomes effective will constitute your acceptance of the amended Agreement. If you do not accept amendments made to this Agreement, then it is your responsibility to terminate this Agreement pursuant to Section 5.

   7. Taxes.

      You shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, value added, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of Skylum. You shall reimburse Skylum for the amount of any such taxes or duties paid or incurred directly by Skylum as a result of this transaction, and you agree that Skylum (or its third party reseller or distributor) may charge any such reimbursable taxes to the payment instrument you used for your initial payment.

   8. Export Controls.

      You may not use, export, re-export, import, sell or transfer the Software except as authorized by United States (U.S.) law, the laws of the jurisdiction in which you obtained the Software, and any other applicable laws and regulations ("Applicable Law"). You represent and warrant that (i) you are not located in a country that is subject to an embargo under Applicable Law, or that has been designated under Applicable Law as a "terrorist supporting" country; and (ii) you are not listed under Applicable Law on any of prohibited or restricted parties. You also acknowledge that the Software may be subject to other U.S. and foreign laws and regulations governing the export of software by physical and electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Skylum as well as end-user, end-use, and destination restrictions imposed by U.S. and/or foreign governments. You also agree that you will not use the Software for any purposes prohibited under Applicable Law, including, without limitation, the development, design, manufacture or production of weapons or child pornography.

   9. Events Outside of Skylum's Control

      Skylum will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this Agreement that is caused by an Event Outside Our Control. An ""Event Outside Our Control" is any act or event beyond the reasonable control of Skylum, including without limitation failure of public or private telecommunications networks or power disruptions. If an Event Outside Our Control takes place that affects the performance of Skylum's obligations under this Agreement, Skylum's obligations under this Agreement will be suspended and the time for performance of its obligations will be extended for the duration of the Event Outside Our Control.

   10. Governing Language.

       本協議使用英語編訂。本協議的任何翻譯版本都是應當地要求而製作，如有在英語版本和任何非英語版本之間發生衝突的情況，本協議的英語版本將為主導版本。

   11. Trademark Notice.

       The names and logos of the Software and of Skylum, including, without limitation, names and logos of: Skylum, Skylum Software, Luminar Neo, X Membership logo, Aurora HDR, Photolemur, Aperty, and all other titles and logos are either registered trademarks or trademarks of Skylum in the United States and/or other countries. All other trademarks are the property of their respective owners.

   12. Contact Information; Notices.

       如需發送信息，你可以發郵件至[email protected]聯繫Skylum。訪問網站獲取更多關於軟件和Skylum其他產品和服務的信息。

       如果我們需要聯繫你或給你書面通知，我們將會發送郵件至你獲取軟件激活碼/許可證密鑰時使用的電子郵箱，或者你可能提供給我們的最新的電子郵箱。

       你發送給我們的任何通知，或我們發送給你的任何通知，在郵件發出後24小時後都將被視為收到並被妥善處理。關於任何通知服務的證明，這個將充分證明任何已發送給具體收件人電子郵箱的郵件。

9. Terms and Conditions for Luminar Neo Generative AI
   1. Development of AI.

      You are prohibited from using Luminar Neo Generative AI features, including Output, for developing and/or training any machine learning and/or AI models and/or technologies.

   2. Generating Content.

      When you use Luminar Neo Generative AI features, you may be asked to input or upload content, such as an image or text (including any output parameters, such as aspect ratio, style, etc.) (collectively, "Input"). The Input will be used by the Software to generate an output, such as an image, text, text effects, or vector graphic file, which will be provided within the Software ("Output").

      The Input and Output, as well as your use of Luminar Neo Generative AI features must be used in accordance with this Agreement and Luminar Neo Generative AI Guidelines available at https://skylum.com/ai-guidelines-policy (the "Guidelines"), which are incorporated in this Agreement by reference and may be modified from time to time, with modifications becoming effective immediately upon publication of the updated version. Skylum reserves the right to restrict, suspend, or terminate your access to the Luminar Neo Generative AI capabilities, or terminate your license to Luminar Neo, at any moment, without compensation and prior notice to you.

   3. Input.

      You are fully and solely responsible for your Input. You must not submit any Input that violates the Agreement, including the Guidelines, including, without limitation, an Input that:

      • is a third-party intellectual property, without having sufficient rights to do so;
      • is intended to generate Output that is third-party intellectual property, without having sufficient rights to do so;
      • contains personal data of identified or identifiable individual, unless you complied with all data protection laws requirements, including obtaining the individuals consent, where necessary;
      • violates applicable law.

      We may automatically block your Input, in our sole discretion, if we believe it violates the rights of a third party, applicable law, or this Agreement, including the Guidelines.

   4. Output.

      You are fully and solely responsible for the creation and use of the Output and for ensuring that such use complies with the Agreement, including the Guidelines, and the applicable law.

      We may use available technologies, vendors, or processes to (i) screen for and block Output that may violate applicable law, the rights of a third party, or this Agreement, including the Guidelines, and/or (ii) add watermarks or metadata to the Output indicating the generative AI features applied to the Output, before the Output is delivered to you.

      Use of Luminar Neo Generative AI features may produce Output that is unexpected or unsuitable for some users. The Output may not be unique and other users of generative AI features may generate the same or similar Output.

   5. Intellectual Property Rights

      We do not claim any intellectual property rights to the Input or the Output. As between you and us, you own the intellectual property rights to the Input and the Output.

      At the same time, depending on the applicable intellectual property laws, your rights to the Input, the amount of AI-generated content in the Output, and other factors, the Output may not be copyrightable and/or otherwise protectable by intellectual property rights.

   6. Cloud-Based Processing.

      When using the Luminar Neo Generative AI features, your Input is processed in a cloud-based environment. However, we do not retain, store, or use your Input for any purpose other than the intended editing functions. Your Input is processed solely to deliver the Output requested by you.

   7. Disclaimer of Warranties.

      ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, IN RESPECT OF THE LUMINAR NEO GENERATIVE AI FEATURES AND THE OUTPUT, INCLUDING, WIHTOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE, ETC., ARE EXPRESSLY DISCLAIMED.

   8. Indemnification.

      You will, at your own expense, defend, indemnify and hold Skylum, its affiliates, licensors, agents and representatives, and its and their officers, directors, members, partners, employees and contractors of Skylum, its affiliates and its and their licensors, agents and representatives, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable legal and/or attorneys' fees, arising out of any use of Luminar Neo Generative AI features and/or any use of Output (including, without limitation, arising out of your violations of third party intellectual property rights, privacy rights, defamation, disparagement, etc.) by you, any party related to you, or any party acting upon your authorization.