LUCIDWORKS TERMS OF USE: SOLUTIONS | Lucidworks

LUCIDWORKS TERMS OF USE: SOLUTIONS

Introduction and Acceptance of Terms

Lucidworks, Inc., its affiliates and subsidiaries (collectively, “Lucidworks” “Service Provider” “we” or “us”) are pleased to provide to its customers (“You” “Your” “Customer”) certain websites, software, applications, solutions, tools, content, products, and services hereafter, which may be branded Analytic Studio, App Studio, Commerce Studio, Knowledge Studio, Studio, Studio Solution, Predictive Merchandiser, Experience Optimizer or another brand, owned, or licensed by Lucidworks (“Solutions”) in accordance with their respective license metrics as identified in each order form to be used in conjunction with Lucidworks Search (“Product” or “Fusion”). The Solutions covered by these Terms of Use are supplemental terms to those terms that cover your use of the Product.

PLEASE READ THESE TERMS AND ANY SPECIFIC AND/OR SUPPLEMENTAL TERMS AND CONDITIONS CAREFULLY BEFORE USING THE LUCIDWORKS SOLUTIONS. THESE TERMS GOVERN YOUR USE OF THE STUDIO SOLUTIONS IN GENERAL. BY EXECUTING AN ORDER AND USING THE LUCIDWORKS SOLUTIONS YOU AGREE TO BE BOUND BY THESE SUPPLEMENTAL TERMS.

A. These Terms of Use Are a Contract Between You and Us

  1. Binding Contract. These Terms of Use (“Agreement”) are a contract between You and Lucidworks Inc, as a Delaware corporation doing business at 235 Montgomery Street, Suite 500 San Francisco, CA 94104, USA and its affiliates and subsidiaries. Other than as expressly stated herein, there are no third-party beneficiaries of this Agreement
  2. Agreement. By executing an Order Form detailing the Solutions, You represent to Lucidworks that you have read, understood, and expressly agree to be bound by this Agreement, and the terms, conditions, and notices contained or referenced herein. The parts of this Agreement that govern Your use of the Solutions are separate and distinct from any master subscription agreement, terms of service, or other agreement for Lucidworks Products or Services (each, a “Commercial Agreement“) that You may have with Lucidworks for use of the Product or Services. Except as otherwise defined herein, all capitalized terms used shall have the same meaning as ascribed your Commerical Agreement with Lucidworks. In the event of, and notwithstanding anything to the contrary in the Commercial Agreement, any inconsistencies or conflicts between this Agreement and the Commercial Agreement, this Agreement shall govern with respect to Solutions, otherwise the Commercial Agreement will apply. You acknowledge that the terms and conditions of this Agreement govern and control use of and access to the Solutions and, in the event of a conflict, this Agreement will prevail over a Commercial Agreement as it applies to the Solutions. If you do not agree to these terms of use, you may not use the Solutions. This Agreement, together with the Order Form, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
  3. Amendments. Lucidworks reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, Lucidworks will provide at least thirty (30) days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Lucidworks’ sole discretion. Notwithstanding any other provision, Lucidworks agrees that any material modifications to this Agreement will not apply to Your subscription during its then-current term if such changes would: (i) materially reduce the benefits provided, (ii) materially impair Lucidworks’ ability to deliver the Solutions, or (iii) materially diminish Your rights. By continuing to access or use the Solutions after those revisions become effective, You agree to be bound by the revised Agreement. If You do not agree to the new terms, You are free to stop using the Solutions.

B. Intellectual Property Rights and Restrictions

  1. Lucidworks retains all right, title, and interest in and to the Solutions, including all related intellectual property rights. The Solutions are protected by copyright, patent, trademark, trade secret, and other intellectual property or proprietary rights laws. Nothing in Agreement shall be construed as transferring any such ownership rights from Lucidworks to You or any other third party. The Solutions’ end-user technical documentation and specifications are available at https://doc.lucidworks.com (the “Documentation”).
  2. During the limited time, as detailed in the applicable Order Form, You may access and use the Solutions listed in the Order Form’s order summary subject to the quantity, License Metrics, pricing, use rights, and access listed or defined in the Order Form. Your use of the Solution(s) does not include any rights to:
    1. resell or make any commercial use of the Solutions;
    2. modify, adapt, translate, or create derivative works based on the Solutions or any part thereof;
    3. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Solutions;
    4. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or any features or functionality of the Solutions to any third party for any reason;
    5. merge or use the Solutions with any software or hardware for which they were not intended (as described in the Documentation);
    6. use the Solutions other than as described in the Order Form or Documentation, or for any fraudulent or unlawful purpose;
    7. use the Solutions to collect any: (a) patient, medical, or other protected or regulated health information, (b) cardholder or payment data as protected by the Payment Card Industry Data Security Standard (“PCI DSS”); or (c) other information subject to specific regulation or protection under specific laws (collectively, subsections (a) through (c) constitute “Protected Information”); and
    8. remove any proprietary notices or labels on the Solutions.
  3. All rights not expressly granted herein are reserved by Lucidworks. Unauthorized use of the Solutions may violate copyright, patent, trademark, and other laws. Lucidworks reserves the right to terminate this Agreement and to demand the immediate cessation of all use of the Solutions in the event of any breach of this Agreement.
  4. The Solutions may include software, documentation, and other materials which are subject to open-source software, freeware, shareware, or similar licensing or distribution models (“Open Source”). Any Open Source is delivered subject to the license(s) applicable to them as referenced in the applicable Documentation; no licenses or rights in the Open Source are granted under this Agreement. Lucidworks may, in its sole discretion, make some or all the modifications available to the open-source community.

C. Obligations and Responsibilities

  1. You will use reasonable efforts to prevent unauthorized third parties from accessing or using the Solutions and will notify Lucidworks promptly of any unauthorized access or use. You are solely responsible for the actions of any person or entity which receives access to the Solutions through Your systems, through Your request to Lucidworks, or through Your log-in or access code, whether or not such access is authorized by You. You are responsible for complying with all applicable laws and other legal requirements when using the Solutions, including applicable privacy laws and regulations relating to the collection, use, processing, and transfer of Your Data. “Your Data” means all electronic data or information submitted by You to the Solutions or collected by You by means of the Solutions. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all Your Data.

D. Support

  1. Support as described herein is included for the Solutions during a Subscription Term as detailed in the applicable Order Form. Support includes: (a) responses to Incidents (where “Incident” means a single question or issue posed by Customer with respect to the Products); (b) effort to identify causes of suspected errors (where “Error” means a reproducible failure of the Products to perform in substantial conformity with its Documentation, if any) occurring with the Solutions; (c) addressing confirmed Errors in the Solutions; and (d) any additional support Solutions specified in the Order Form. When You notify Lucidworks of a suspected Error in the Solutions, Lucidworks will use commercially reasonable efforts to reproduce such suspected Error.
  2. As a condition to Lucidworks’ Support obligations under this Agreement, You must: (a) assist Lucidworks in identifying and correcting Errors; (b) execute reasonable diagnostic routines in accordance with instructions provided by Lucidworks (and inform Lucidworks of the results of such tests); and (c) ensure that Your employees are sufficiently qualified and familiar with the Solutions and Your systems so as to provide Lucidworks with reasonable assistance in diagnosing and addressing Errors.
  3. Lucidworks will have no obligation to correct Errors caused by: (a) any modification of the Solutions (including any attempted Error correction) not performed by Lucidworks, (b) any third-party product You use with the Solutions, or (c) Your systems.

E. Warranty and Disclaimer

  1. Lucidworks represents and warrants that the Solutions will perform in all material respects with the Documentation during the Subscription Term so long as the Solutions have not been customized (unless otherwise stated in an applicable Order Form). In the event of a breach of this warranty, Lucidworks will correct the Errors that caused the breach of warranty. The foregoing will be Your sole and exclusive remedy, and Lucidworks’ sole and exclusive obligation, for a breach of the warranty under this Agreement.

DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED FOR IN SECTION E(1), LUCIDWORKS DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS OR IMPLIED, WITH RESPECT TO THE LUCIDWORKS SOLUTIONS PURCHASED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. THE LUCIDWORKS SOLUTIONS ARE NOT DESIGNED, INTENDED, OR WARRANTED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. LUCIDWORKS EXPRESSLY DISCLAIMS ANY LIABILITY OF ANY KIND THAT MIGHT ARISE FROM PROTECTED INFORMATION BEING SUBMITTED TO LUCIDWORKS.

F. Limitation of Liability

NEITHER PARTY WILL BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO: (a) LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF, KNOWS, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND (b) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN OR DESTRUCTIVE PROPERTIES OF THE PRODUCTS. REGARDLESS OF THE CAUSE OF ACTION OR THE FORM OF ACTION, EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER FOR THE SOLUTIONS UNDER THE APPLICABLE ORDER FORM GIVING RISE TO SUCH LIABILITY DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE DAMAGES WERE INCURRED OR $10,000, WHICHEVER IS GREATER. THE PARTIES ACKNOWLEDGE THAT THE FEES PAID AND PAYABLE PURSUANT TO THIS AGREEMENT REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT, AND THAT NEITHER PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE LIMITS OF LIABILITY IN THIS SECTION DO NOT APPLY TO FEES OWED TO LUCIDWORKS BY CUSTOMER.

G. Additional Provisions

  1. In the event any one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same agreement.
  2. Data Processing and Security. Data processing of Your Data under this Agreement shall at all times be subject to Lucidworks’ Data Processing Addendum, available at https://lucidworks.com/legal/dpa/, and California Data Processing Agreement, available at https://lucidworks.com/legal/cdpa/, as applicable. Lucidworks agrees to deliver the Solutions under this Agreement using the technical and organizational security measures detailed at https://lucidworks.com/legal/tosm/.

Updated 3/21/2025

Quick Links