Glossary

This Glossary sets out the defined terms used across the Luminance legal suite. It is incorporated by reference into, and forms part of, the Master Agreement, the Proof of Value Terms, the Data Processing Addendum, the AI Systems Terms and the Beta/Preview Terms. A term defined here has the same meaning in each of those documents, unless that document expressly states otherwise.

Rules of construction and interpretation are set out in each document and are not repeated here. Document-specific defined terms (for example, terms used only in the AI Systems Terms or only in the Proof of Value Terms) are defined in the relevant document and not in this Glossary. Defined terms may be used in the singular or plural depending on the context.

Defined terms

“Additional Generative Models” means any large language models or generative AI models that are developed, hosted, or managed by i) Luminance; or ii) a third-party provider external to Luminance or in partnership with Luminance;

“Affiliate” means any corporation or other business entity that directly or indirectly controls, is controlled by or is under common control of a Party. Control means direct or indirect ownership of or other beneficial interest in fifty percent (50%) or more of the voting stock, other vesting interest, or income of a corporation or other business entity;

“AI Systems Terms” means the Luminance AI Systems Terms available on the Legal Hub;

“AWS” means Amazon Web Services as provided by Amazon AWS and its sub-processors (as detailed at https://aws.amazon.com/compliance/sub-processors and as may be updated from time to time);

“Beta/Preview Terms” means the Luminance Beta/Preview Terms available on the Legal Hub;

“Commencement Date” means the commencement date specified on the Product Order Form;

“Confidential Information” means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, suppliers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, Intellectual Property or know-how of a Party, and any other information clearly designated by a Party as being confidential to it (whether or not it is marked “confidential”), and information which ought reasonably be considered to be confidential, but in all circumstances excludes any Personal Data;

“Customer Data” means any documents, data or Customer Confidential Information that Customer uploads to the Product (which, for the avoidance of doubt, may include information about underlying legal documents, metadata related to those documents, and the results of analysis thereof);

“Customer Instance” means an isolated environment for each customer within the Luminance cloud infrastructure, with tenant-specific application workloads and data, segregated and restricted from that of other tenants through layered logical, technical, and access controls;

“Data Processing Addendum” means (or “DPA”) the Luminance Data Processing Addendum available on the Legal Hub;

“Data Protection Laws” means all applicable data protection and privacy legislation in force from time to time, including (without limitation): (a) the General Data Protection Regulation (Regulation (EU) 2016/679) (“EU GDPR”); (b) EU GDPR, as incorporated by the European Union (Withdrawal) Act 2018 and the Data Protection Act 2018 (DPA) and as amended and updated by applicable United Kingdom secondary legislation (“UK GDPR”); (c) the California Consumer Privacy Act 2018 (“CCPA”); (d) the Privacy and Electronic Communications Regulations 2003 (PECR); and (e) laws relating to personal data and privacy or of similar purpose or effect in any relevant jurisdiction; in each case as amended, updated, re-enacted or replaced from time to time. The terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data”, “Personal Data Breach” and “processing” shall have the meanings ascribed to them in the EU GDPR or the UK GDPR, as applicable;

“Document” means a single file uploaded or generated by the Customer to the Product, with each version treated as a separate document;

“Documentation” means user manuals for the Product consisting of the applicable installation guides and online help files provided by Luminance or available on Luminance’s online portal;

“Fees” means all applicable fees as set out in the Product Order Form;

“GPL/LGPL” means the GNU General Public Licence, GNU Lesser General Public Licence;

“Intellectual Property” means patents, trademarks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software) and topography rights, know-how and other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” shall be construed accordingly);

“Legal Hub” means Luminance’s online legal documents hub, currently at https://www.luminance.com/legal (or such other location as Luminance may notify from time to time);

“Lumi” means the interactive Product interface which enables the Customer to interact with, query and analyse Customer Data within the Product using natural language prompts;

“Luminance Intellectual Property” means the Product, the OOTB Models, and related Documentation, including all enhancements, error correction, new releases, updates, derivations and modifications made to the foregoing by Luminance;

“OOTB Models” means Luminance’s suite of legal concepts and out-of-the-box standard set of clauses provided with the Product;

“Open Source Software” means Third-Party Software that Luminance utilises in the Software pursuant to a licence that requires, as a condition of use, modification and/or distribution of such software, that the software or other software combined and/or distributed with it be: (a) disclosed or distributed in source code form; (b) licensed for the purpose of making derivative works; (c) redistributable at no charge; or (d) redistributable but subject to other limitations;

“Outputs” means any reports, outputs and/or documentation (in each case, in human-readable form) generated by the Product based on the Customer Data uploaded to the Product by Customer;

“Private Learning” means the clauses or data created as a result of Customer’s training of the Product to recognise new clauses and new contract types within the Product;

“Product” means one or all of Luminance’s three proprietary software applications (Corporate, Diligence and/or Discovery) hosted on a Customer Instance within the AWS hosting location specified in the Product Order Form, for reviewing and analysing Customer Data as identified in the Product Order Form, together with any fixes, updates, or enhancements thereto, but not including any additional modules, products or services that Luminance may make commercially available from time to time;

“Product Order Form” means the applicable order form that identifies the Product(s) (including accompanying Support) ordered by Customer, the applicable Fees (if any), and any other specifications, requirements and restrictions;

“Retention Period” means the longer period of: (a) thirty (30) days commencing with the end of the Term (where the Product Order Form specifies a fixed term); or (b) thirty (30) days from when the Customer serves notice of termination in accordance with the applicable Agreement;

“SCCs” means the standard contractual clauses for the Personal Data transfers from an EU or UK controller to a processor established in third countries which do not ensure an adequate level of data protection as set out in (i) where the EU GDPR applies, the Annex to Commission Implementing Decision 2021/914 on Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679, pursuant to the European Commission Decision of 4 June 2021, as may be updated by the European Commission from time to time; or (ii) where the UK GDPR applies, the Standard Data Protection Clauses as issued by the Information Commissioner under s119A(1) DPA, in the form of an: (a) International Data Transfer Agreement; or (b) International Data Transfer Addendum to the EU Commission Standard Contractual Clauses;

“Software” means the Luminance or its licensor’s proprietary software utilised by Customer through its usage of the Product, together with all enhancements, error corrections, and/or updates which are generally made available by Luminance as part of the Product;

“Subprocessor Page” means the Luminance Subprocessor Page available on the Legal Hub;

“Support” means the support services as described in the Support Datasheet;

“Support Datasheet” means the Luminance Support Datasheet available on the Legal Hub;

“Third-Party Licensors” means the suppliers of the Third-Party Software to Luminance;

“Third-Party Software” means (a) any software or other technology that is licensed to Luminance from Third-Party Licensors which is not proprietary to Luminance, but which Luminance has the necessary rights to license to Customer; and (b) Open Source Software;

“Third-Party User” means a third-party (including but not limited to Customer’s Affiliate, service provider, consultant, or contractor) utilising the Product(s) with the Customer’s permission and/or on behalf of the Customer; and

“Usage Insights” means the pseudonymised data obtained from the analysis and results of Customer interactions, tagging and/or usage within the Product, including but not limited to the intricacies of Customer engagement and patterns within the Product. This data does not contain any Personal Data, personally identifiable information and/or Confidential Information derived from Customer Data.