Lumen Studio Terms of Service

Effective date: October 19, 2026
Version: 1.0

These Lumen Studio Terms of Service (these "Terms") form a legally binding agreement between LUMINARY 3, L.L.C., a Florida limited liability company, doing business as Luminary3 and Lumen Studio ("Luminary3," "we," "us," or "our"), and the business entity on whose behalf you access or use the Services ("Client," "you," or "your").

PLEASE READ THESE TERMS CAREFULLY. SECTION 21 (ARBITRATION; CLASS ACTION AND JURY TRIAL WAIVER) REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION, AND NOT BY A JURY TRIAL OR CLASS ACTION. SECTIONS 10 (ARTIFICIAL INTELLIGENCE AND CYBERSECURITY RISKS; ASSUMPTION OF RISK), 11, 15, 17, 18, 19, AND 22 CONTAIN AN ASSUMPTION OF RISK, DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, YOUR INDEMNIFICATION OBLIGATIONS, A RELEASE, AND A TIME LIMIT TO BRING CLAIMS. SECTION 6 DESCRIBES AUTOMATIC RENEWAL OF YOUR SUBSCRIPTION.

1. Acceptance of These Terms

1.1 Clickwrap acceptance. By checking the box labeled "I agree to the Terms of Service" (or a similar box or button), creating an account, completing a checkout, signing an order form that references these Terms, or accessing or using any part of the Services, you (a) acknowledge that you have read and understood these Terms, the Privacy Policy, and the Messaging (SMS) Terms, each incorporated by reference, and (b) agree to be bound by them. If you do not agree, do not check the box and do not access or use the Services.

1.2 Authority. The individual accepting these Terms represents and warrants that he or she is at least eighteen (18) years of age and has full legal authority to bind the Client entity. If the individual lacks such authority, the individual personally accepts these Terms and is personally liable for the obligations of the Client hereunder.

1.3 Records of acceptance. We record the date, time, version, and content fingerprint of the Terms you accepted, together with the account and device information associated with your acceptance. You agree that such records constitute conclusive evidence of your acceptance absent manifest error, and that these Terms are an electronic record and signature enforceable under the federal Electronic Signatures in Global and National Commerce Act and the Florida Uniform Electronic Transaction Act (§ 668.50, Florida Statutes).

1.4 Order forms. Any order form, checkout page, statement of work, or plan selection you complete (each, an "Order") is governed by and incorporated into these Terms. In the event of a conflict, the Order controls only as to the specific plan, price, term, and modules purchased; these Terms control in all other respects.

2. Definitions

"Services" means the Lumen Studio platform, web application, mobile applications, dashboards, application programming interfaces, and all done-for-you marketing, social media, advertising, AI-assisted answering, lead generation, outreach, reporting, and related services provided by Luminary3, together with any related websites (including luminary3.com) and documentation.

"Modules" means the separately priced components of the Services, currently including Lumen Social, AI Front Desk, and Lumen Leads, and any bundles of them.

"Client Content" means all text, images, video, logos, trademarks, offers, pricing, claims, testimonials, customer lists, contact data, call and message content, business information, credentials, and other materials or data that you or your personnel, customers, or prospects provide to, or that are collected through, the Services on your behalf.

"AI Output" means any content, response, message, transcript, summary, recommendation, classification, score, list, or other output generated in whole or in part by artificial intelligence, machine learning, large language models, voice synthesis, or similar automated technologies used in or through the Services.

"Third-Party Services" means any product, platform, network, carrier, model, or service not owned and operated by Luminary3, including Meta Platforms (Facebook and Instagram), Google, Apple, telecommunications carriers, Twilio and other messaging and voice providers, artificial intelligence model providers, email sending and data platforms, Stripe and other payment processors, and hosting and database providers such as Supabase and Vercel.

"End Users" means your customers, prospects, leads, callers, message recipients, and any other individuals who interact with you through the Services.

"Applicable Law" means all laws, rules, regulations, ordinances, regulatory guidance, carrier and industry codes, and platform policies applicable to you, the Services, or your business, including those listed in Section 9.

3. Eligibility; Business Use Only

3.1 The Services are offered solely to businesses, organizations, and professionals for commercial purposes. The Services are not offered to consumers and may not be used for personal, family, or household purposes. You represent that you are entering into these Terms in connection with a trade, business, or profession, and not as a consumer.

3.2 You must be at least eighteen (18) years old to use the Services. The Services are not directed to children, and you shall not permit anyone under eighteen (18) to use your account.

3.3 You represent and warrant that (a) you are not located in, organized under the laws of, or ordinarily resident in a country or region subject to a comprehensive U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country; (b) you are not listed on any U.S. Government list of prohibited or restricted parties; and (c) you hold all business licenses, registrations, and permits required to operate your business.

3.4 Certain Modules may be limited by business type. Lumen Leads is available only to Clients that sell to other businesses (B2B) and may not be used to solicit consumers.

4. Accounts and Security

4.1 You are responsible for providing accurate, current, and complete registration information and for keeping it up to date.

4.2 You are solely responsible for (a) maintaining the confidentiality and security of all usernames, passwords, tokens, and API keys associated with your account and with any Third-Party Service account you connect; (b) enabling multi-factor authentication wherever it is offered; (c) restricting access to authorized personnel; and (d) all activities that occur under your account, whether or not authorized by you.

4.3 You shall notify us immediately at advertise@luminary3.com of any actual or suspected unauthorized access to or use of your account. Luminary3 is not liable for any loss or damage arising from your failure to comply with this Section 4.

4.4 Where you grant Luminary3 access to your social media, advertising, telephone, email, domain, website, or other accounts, you authorize Luminary3 and its contractors to access and act within those accounts solely to provide the Services, and you remain the owner and responsible party for those accounts.

5. The Services

5.1 Done-for-you services. The Services are performed by Luminary3 personnel and contractors with the assistance of software and AI tools. Luminary3 does not offer a self-serve tier. Luminary3 determines, in its reasonable discretion, the methods, tools, personnel, and vendors used to perform the Services.

5.2 Lumen Social. Luminary3 prepares social media posts and paid advertising creative for your review. No post or advertisement will be published until you approve it through the Services or in writing. Your approval constitutes your adoption of the content as your own advertising, and your representation that it is truthful, substantiated, and lawful.

5.3 AI Front Desk. The AI Front Desk uses automated technology, including AI-generated voice and text, to answer inbound calls, texts, direct messages, and web inquiries directed to your business, to collect information, and to schedule appointments. The AI Front Desk is not a substitute for human staff or emergency services, may misunderstand callers, may provide incomplete or incorrect information, and may fail to answer, route, record, or transcribe communications. The AI Front Desk must never be relied upon for emergency, medical, legal, safety-critical, or time-critical communications. You are responsible for configuring and approving the information, scripts, prices, hours, and policies the AI Front Desk may communicate, and for any disclosures (including AI and call-recording disclosures) required by Applicable Law.

5.4 Lumen Leads. Lumen Leads researches business prospects matching your ideal-customer criteria and prepares business-to-business outreach emails. No outreach email will be sent until you approve it. Lumen Leads is email-only outbound: the Services do not place cold calls or send cold text messages. A text message may be sent to a lead only where the lead provided his or her own telephone number to you (for example, through a web form, call, or text), and the first such text requests permission to call. A telephone call may be placed only after a recorded affirmative permission. Opt-out requests (including "STOP" and unsubscribe requests) are honored promptly across channels. These product safeguards are provided as a convenience and do not shift to Luminary3 your legal responsibility as the sender, initiator, and seller under Applicable Law.

5.5 Results dashboard. The Services may display metrics such as leads, appointments, acquisition rates, revenue, and return on investment. Revenue, deal values, and "won" status are reported by you, are not audited or verified by Luminary3, and are provided for informational purposes only. Dashboard figures are not financial statements, are not a guarantee or prediction of future results, and may not be relied upon for tax, accounting, investment, lending, or legal purposes.

5.6 Changes to the Services. We may modify, enhance, replace, suspend, or discontinue any feature, Module, integration, or vendor at any time. If we discontinue a Module you have paid for in advance, your sole remedy is a pro-rated credit or refund of prepaid fees for the discontinued Module for the unused portion of the then-current billing period.

5.7 Beta features. Features identified as beta, preview, pilot, or test are provided "AS IS," may be discontinued at any time, and are excluded from any service commitment.

6. Subscriptions, Commitment Option, Automatic Renewal, and Cancellation

6.1 Plans. The Services are sold as monthly subscriptions to the Modules and bundles described in your Order. Current list prices are published in the Services or on luminary3.com and, as of the version of these Terms, include: Lumen Social Spark $797/month, Glow $1,197/month, and Radiance $1,997/month; AI Front Desk $297/month; Lumen Leads $597/month; and Lumen Leads Pro $997/month, with bundle pricing as displayed at checkout. Prices exclude taxes and advertising spend. The price shown in your Order controls.

6.2 Promotions do not stack. Discounts, bundle prices, founding-client prices, and other promotions may not be combined. If more than one offer could apply, you will receive only the single offer producing the lowest price, as calculated at checkout. Founding-client pricing is limited in number, applies only to the Module and plan specified, and is forfeited if your subscription lapses or is cancelled.

6.3 Setup fee. A one-time setup fee of $197 is due at checkout unless you select a three (3) month initial commitment, in which case the setup fee is waived. The three (3) month commitment is offered only as the condition for the setup-fee waiver and, where applicable, founding-client pricing. It carries no penalty: there is no early-termination fee, you will not be charged for remaining months of the commitment, and the waived setup fee will not be charged back if you cancel early.

6.4 Billing period. Your subscription begins on the date of checkout and is billed monthly in advance. Each monthly period for which you have paid is a "Billing Period."

6.5 AUTOMATIC RENEWAL. UNLESS YOU CANCEL, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW AT THE END OF EACH BILLING PERIOD FOR SUCCESSIVE ONE (1) MONTH BILLING PERIODS, AND YOU AUTHORIZE US (AND OUR PAYMENT PROCESSOR) TO CHARGE YOUR PAYMENT METHOD ON FILE THE THEN-CURRENT MONTHLY SUBSCRIPTION FEE, PLUS APPLICABLE TAXES, AT THE START OF EACH BILLING PERIOD, UNTIL YOU CANCEL. The amount of each renewal charge is the monthly fee shown in your Order, as it may be changed under Section 6.7.

6.6 HOW TO CANCEL. You may cancel at any time (a) online, in the same manner you subscribed, through the "Plans & billing" section of the Services, or (b) by emailing advertise@luminary3.com from the email address on your account. You may cancel at any time, including during a three (3) month commitment. Cancellation takes effect at the end of the current paid Billing Period, you will continue to have access to the Services through that date, and no further charges will be made after that date. Fees already paid for the current Billing Period are non-refundable except as required by law, and Prepaid Plans are refunded as described in Section 7.7. There is no early-termination fee, and a waived setup fee is not charged back. We will confirm cancellation in writing. Although the Florida automatic-renewal statute (§ 501.165, Florida Statutes) protects consumers rather than businesses, we voluntarily provide the clear disclosure, simple cancellation method, and (for any term of twelve (12) months or longer) the advance renewal notice that it describes. Subscriptions purchased through the Apple App Store must be cancelled through your Apple account settings (see Section 28).

6.7 Price changes. We may change subscription fees effective at the start of any Billing Period by giving you at least thirty (30) days' advance notice by email or in the Services. If you do not agree to the change, you may cancel before it takes effect; continued use after the effective date constitutes acceptance.

7. Fees, Payment, Taxes, and Refunds

7.1 Payment. Fees are payable in advance in U.S. dollars. Payments are processed by Stripe, Inc. or another payment processor we designate, and are subject to the processor's terms and privacy policy. You authorize recurring charges to your payment method on file and agree to keep it current. Luminary3 does not store full payment card numbers.

7.2 Advertising spend. Advertising spend for Meta (Facebook and Instagram) or other ad platforms is not included in your subscription. You pay ad platforms directly using your own payment method, under your own ad account, and subject to the platform's terms. Luminary3 is not responsible for ad platform charges, billing errors, budget overruns caused by the platform, account holds, or refunds owed by the platform.

7.3 Taxes. Fees exclude all sales, use, value-added, gross receipts, communications, and similar taxes, which you shall pay (other than taxes on Luminary3's net income). Where required, we will add applicable taxes to your invoice.

7.4 Late payment. If any charge fails or any amount is not paid when due, we may (a) retry your payment method; (b) charge a late fee equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law on the overdue balance; (c) suspend the Services under Section 23 after notice; and (d) recover reasonable costs of collection, including attorneys' fees.

7.5 Disputed charges. You must notify us in writing of any billing dispute within thirty (30) days after the charge; otherwise the charge is final. You agree to contact us and attempt to resolve any billing dispute before initiating a chargeback. An unjustified chargeback is a material breach.

7.6 NO REFUNDS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS (INCLUDING THE PREPAID PLAN REFUND IN SECTION 7.7) OR AS REQUIRED BY APPLICABLE LAW, ALL FEES ARE NON-CANCELLABLE AND NON-REFUNDABLE, INCLUDING FOR PARTIAL MONTHS, UNUSED SERVICES, DISSATISFACTION WITH RESULTS, OR CONTENT YOU DID NOT APPROVE OR PUBLISH.

7.7 Prepaid Plans. Some services may be offered as a discounted payment in advance for a fixed number of months (a "Prepaid Plan"), for example six (6) or twelve (12) months of Concierge Ads Management. You may cancel a Prepaid Plan at any time. Cancellation takes effect at the end of the monthly period that has already started when you cancel (each monthly period beginning on the same day of the month as the Prepaid Plan start date), and no further services are owed after that date. Within thirty (30) days after the cancellation takes effect, we will refund to your original payment method the amount you paid for the Prepaid Plan minus the number of months used, including the month in progress when you cancelled, multiplied by the standard (non-prepaid) monthly rate for the same service in effect when you purchased the Prepaid Plan (for Concierge Ads Management, $500 per month). The prepay discount does not apply to months used. A refund is never less than zero, and no additional amount is charged if the months used at the standard rate equal or exceed the amount you prepaid. Example: you prepay $2,900 for six (6) months of Concierge Ads Management and cancel during your second month; two (2) months are counted as used at $500 each ($1,000), and you receive a refund of $1,900. Taxes are refunded in proportion where required by law. Advertising spend paid to Meta or other platforms is not part of a Prepaid Plan and is not refundable by Luminary3. If we terminate a Prepaid Plan for your material breach, the same calculation applies.

8. Your Approvals and Your Responsibility for Content and Offers

8.1 Approval is your decision. You are solely responsible for reviewing every post, advertisement, outreach email, script, automated response setting, and other deliverable presented for your approval, and for rejecting or correcting anything inaccurate, misleading, or unlawful. Your approval, publication, or use of any deliverable (including AI Output) constitutes your acceptance of it and your confirmation that it complies with Applicable Law.

8.2 Your content, offers, and claims. You are solely responsible for Client Content and for all products, services, offers, prices, promotions, guarantees, discounts, warranties, testimonials, endorsements, before-and-after claims, and statements about your business, whether written by you, by Luminary3 at your direction, or by AI. You shall maintain substantiation for every objective claim.

8.3 Licenses and regulated industries. You are solely responsible for complying with all licensing, advertising, disclosure, and recordkeeping requirements specific to your industry (including, as applicable, healthcare, dental, legal, financial, insurance, real estate, contractor, alcohol, cannabis, firearms, and professional licensing rules). Luminary3 does not provide legal, regulatory, medical, financial, or tax advice.

8.4 Your customers' data and consents. You represent and warrant that (a) you own or have all rights, licenses, consents, and permissions necessary to provide Client Content to Luminary3 and to allow Luminary3 to use it to provide the Services; (b) you have provided all notices to, and obtained all consents from, End Users required by Applicable Law for Luminary3 to collect, record, transcribe, store, process, and use their information and communications on your behalf (including call-recording and AI-interaction disclosures); and (c) no Client Content infringes, misappropriates, or violates any intellectual property, privacy, publicity, or other right of any person.

9. Compliance with Marketing and Communications Laws

9.1 You are the sender and seller. As between you and Luminary3, you are the advertiser, seller, sender, and initiator of all communications made for your business through the Services, and Luminary3 acts solely as your service provider at your direction. You are responsible for compliance with all Applicable Law, including without limitation:

(a) the Telephone Consumer Protection Act, 47 U.S.C. § 227, and the Federal Communications Commission's implementing rules, including rules on prior express consent, artificial or prerecorded voice, AI-generated voice, autodialers, calling hours, and the National Do Not Call Registry;

(b) the Florida Telephone Solicitation Act, § 501.059, Florida Statutes, and the Florida Telemarketing Act, Part IV of Chapter 501, Florida Statutes;

(c) the CAN-SPAM Act, 15 U.S.C. § 7701 et seq., and the Federal Trade Commission's CAN-SPAM Rule, including truthful header and subject lines, identification as an advertisement where required, a valid physical postal address, and a functioning opt-out honored within the legally required period;

(d) the Federal Trade Commission Act, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255), the FTC rule on consumer reviews and testimonials (16 C.F.R. Part 465), the Telemarketing Sales Rule, and the Florida Deceptive and Unfair Trade Practices Act;

(e) state and federal privacy, data security, wiretapping, call-recording, and biometric laws, including § 934.03, Florida Statutes (which generally requires the consent of all parties to record a call);

(f) carrier requirements and industry codes, including CTIA Messaging Principles and Best Practices and A2P 10DLC registration rules; and

(g) the terms, advertising policies, and community standards of Meta, Google, Apple, and every other Third-Party Service used for your business.

9.2 Platform safeguards are not legal advice. Approval workflows, consent logs, suppression lists, unsubscribe links, STOP handling, and similar safeguards in the Services are tools only. Luminary3 does not represent that use of the Services will satisfy any law, and you shall not rely on Luminary3 for legal compliance.

9.3 Do-not-contact and opt-outs. You shall promptly provide to Luminary3 any opt-out, do-not-call, or unsubscribe request you receive outside the Services, and you shall not ask Luminary3 to contact any person who has opted out.

10. Artificial Intelligence and Cybersecurity Risks; Assumption of Risk

10.1 Nature of AI. You acknowledge that AI technologies are probabilistic, rapidly evolving, and inherently imperfect. AI Output may be inaccurate, incomplete, outdated, offensive, biased, infringing, defamatory, inconsistent, or entirely fabricated ("hallucinated"), and similar inputs may produce different outputs. AI Output may not be unique, and other users may receive similar output. AI Output is not professional advice and has not necessarily been reviewed by a human before it is presented to you or, in the case of the AI Front Desk, before it is communicated to an End User in real time.

10.2 Nature of internet services. You acknowledge that no internet-connected system, software, network, telephone service, or data storage can be made completely secure or available, and that the Services depend on Third-Party Services that Luminary3 does not control.

10.3 Your responsibilities. You are solely responsible for (a) reviewing, verifying, and approving AI Output before you approve, publish, or rely on it; (b) configuring and periodically reviewing the AI Front Desk's information, scripts, and escalation settings, and monitoring its conversations; (c) securing your own accounts, devices, networks, email, domains, and credentials, including by using strong unique passwords and multi-factor authentication; (d) maintaining your own independent backups of Client Content and business records; and (e) obtaining and maintaining insurance appropriate to your business, including cyber liability insurance.

10.4 Security. Luminary3 will use commercially reasonable administrative, technical, and physical safeguards designed to protect Client Content in its possession. HOWEVER, LUMINARY3 DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OR ANY CLIENT CONTENT WILL BE SECURE, UNINTERRUPTED, OR FREE FROM UNAUTHORIZED ACCESS, LOSS, OR CORRUPTION.

10.5 ASSUMPTION OF RISK; NO RESPONSIBILITY FOR CERTAIN HARMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU KNOWINGLY AND VOLUNTARILY ASSUME ALL RISKS ARISING FROM, AND LUMINARY3 AND THE LUMINARY3 PARTIES (AS DEFINED IN SECTION 18) SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE, CLAIM, FINE, OR HARM TO YOU, YOUR BUSINESS, YOUR REPUTATION, OR ANY THIRD PARTY ARISING FROM OR RELATING TO:

(a) AI OUTPUTS OR ACTIONS, INCLUDING INACCURATE, INCOMPLETE, OFFENSIVE, INFRINGING, BIASED, OR HALLUCINATED CONTENT; RESPONSES GIVEN BY THE AI FRONT DESK ON CALLS, TEXTS, OR MESSAGES; MISSED, DROPPED, MISROUTED, MISUNDERSTOOD, OR MISHANDLED CALLS OR MESSAGES; INCORRECT APPOINTMENTS, PRICES, OR INFORMATION COMMUNICATED; AND LOST LEADS, CUSTOMERS, OR OPPORTUNITIES;

(b) CYBERATTACKS, HACKING, DATA BREACHES, MALWARE, RANSOMWARE, PHISHING, DENIAL-OF-SERVICE ATTACKS, UNAUTHORIZED ACCESS, ACCOUNT TAKEOVERS, SIM-SWAPPING, SPOOFING, DATA LOSS OR CORRUPTION, OR SERVICE OUTAGES, WHETHER AFFECTING LUMINARY3 OR ANY THIRD-PARTY SERVICE (INCLUDING AI MODEL PROVIDERS, TWILIO AND OTHER TELECOMMUNICATIONS PROVIDERS, META, EMAIL PLATFORMS, STRIPE, AND HOSTING AND DATABASE PROVIDERS), OR YOUR OWN SYSTEMS, ACCOUNTS, OR DEVICES; AND

(c) CHANGES, RESTRICTIONS, SUSPENSIONS, REJECTIONS, OR BANS BY ANY PLATFORM OR CARRIER (INCLUDING META, GOOGLE, APPLE, AND WIRELESS CARRIERS), INCLUDING AD REJECTIONS, ACCOUNT OR PAGE RESTRICTIONS, ALGORITHM CHANGES, MESSAGE FILTERING OR BLOCKING, PHONE NUMBER OR CAMPAIGN REGISTRATION DENIALS, EMAIL DELIVERABILITY OR DOMAIN REPUTATION ISSUES, AND POLICY OR PRICING CHANGES.

10.6 Relationship to other sections. This Section 10 is in addition to, and shall be read together with, the Disclaimer of Warranties (Section 15), the Limitation of Liability (Section 17), your Indemnification obligations (Section 18), and the Release (Section 19). To the extent any liability of Luminary3 relating to the matters in Section 10.5 is not excluded by applicable law, it is subject to the exclusions and aggregate cap in Section 17. Claims by third parties (including End Users and regulators) arising from the matters in Section 10.5 that relate to your content, approvals, instructions, or use of the Services are subject to your indemnification obligations in Section 18.

10.7 Carve-out. NOTHING IN THIS SECTION 10 EXCLUDES OR LIMITS LUMINARY3'S LIABILITY TO THE EXTENT SUCH EXCLUSION OR LIMITATION IS PROHIBITED BY APPLICABLE LAW, OR FOR LOSSES FINALLY DETERMINED BY A TRIBUNAL OF COMPETENT JURISDICTION TO HAVE RESULTED FROM LUMINARY3'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

11. No Guarantee of Results

THE SERVICES ARE DESIGNED TO HELP YOU MARKET YOUR BUSINESS, BUT MARKETING OUTCOMES DEPEND ON FACTORS OUTSIDE LUMINARY3'S CONTROL, INCLUDING YOUR OFFERS, PRICING, REPUTATION, RESPONSIVENESS, MARKET CONDITIONS, COMPETITION, AD BUDGETS, AND THIRD-PARTY PLATFORM ALGORITHMS. LUMINARY3 DOES NOT PROMISE, WARRANT, OR GUARANTEE ANY PARTICULAR NUMBER OF FOLLOWERS, IMPRESSIONS, CLICKS, CALLS, LEADS, APPOINTMENTS, CUSTOMERS, SALES, REVENUE, PROFIT, RETURN ON INVESTMENT, SEARCH OR SOCIAL RANKING, OR OTHER RESULT. ANY EXAMPLES, CASE STUDIES, PROJECTIONS, OR ESTIMATES ARE ILLUSTRATIVE ONLY AND ARE NOT A PROMISE OF YOUR RESULTS. NO EMPLOYEE, CONTRACTOR, OR AGENT OF LUMINARY3 IS AUTHORIZED TO MAKE ANY GUARANTEE THAT IS NOT IN A WRITTEN AMENDMENT SIGNED BY AN OFFICER OF LUMINARY3.

12. Acceptable Use

You shall not, and shall not permit any person to, use the Services to:

(a) violate any Applicable Law or any third party's rights;

(b) send, or instruct Luminary3 to send, any unsolicited commercial text message or place any call to any person without the consent required by law, or contact any number on a do-not-call list in violation of law;

(c) send email that is false or misleading in its header, sender identity, or subject line, or that omits a required opt-out mechanism or postal address;

(d) solicit consumers through Lumen Leads, or purchase, rent, scrape, or upload lists of consumer telephone numbers;

(e) promote any product or service that is illegal, fraudulent, deceptive, discriminatory, sexually explicit, hateful, harassing, or in violation of any platform's policies, or make false, unsubstantiated, or deceptive claims;

(f) impersonate any person, misrepresent your affiliation, or use AI to create deceptive deepfakes of real persons;

(g) upload malware or harmful code, probe, scan, or test the vulnerability of the Services, circumvent any security or usage limit, or interfere with the Services;

(h) reverse engineer, decompile, copy, frame, resell, sublicense, or create derivative works of the Services, or access the Services to build a competing product;

(i) collect sensitive personal information (including health, financial account, government identification, or children's information) through the Services unless expressly agreed in writing and permitted by law; or

(j) use the Services for any high-risk purpose in which failure could lead to death, personal injury, or physical or environmental damage.

13. Third-Party Services

13.1 The Services interoperate with and rely upon Third-Party Services. Your use of Third-Party Services is governed solely by the terms and policies of those providers, which you agree to comply with. You authorize Luminary3 to share Client Content with Third-Party Services as necessary to provide the Services.

13.2 LUMINARY3 DOES NOT CONTROL, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICE, AND MAKES NO WARRANTY REGARDING THE AVAILABILITY, SECURITY, ACCURACY, OR PERFORMANCE OF ANY THIRD-PARTY SERVICE. ANY ACT OR OMISSION OF A THIRD-PARTY SERVICE IS NOT AN ACT OR OMISSION OF LUMINARY3, AND YOUR SOLE RECOURSE IS AGAINST THE APPLICABLE PROVIDER.

13.3 If a Third-Party Service becomes unavailable, changes its terms or pricing, or ceases to interoperate with the Services, Luminary3 may substitute a comparable provider or discontinue the affected feature without liability.

14. Intellectual Property and Licenses

14.1 Your content. As between the parties, you retain all right, title, and interest in and to Client Content. You grant Luminary3, its affiliates, and its contractors and service providers a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (to service providers only), transferable (in connection with a permitted assignment) license to host, copy, store, transmit, process, reproduce, modify, adapt, translate, display, perform, and distribute Client Content as reasonably necessary to provide, secure, support, and improve the Services and to comply with law. This license continues for so long as Luminary3 retains Client Content in accordance with the Privacy Policy and Section 23.

14.2 Deliverables. Upon your payment in full of all applicable fees, Luminary3 assigns to you its rights, if any, in final posts, ads, and emails created specifically for you and approved by you ("Deliverables"), excluding Luminary3 Materials. You acknowledge that AI Output may not be eligible for copyright protection and that Luminary3 makes no representation that you will obtain exclusive rights in any AI Output.

14.3 Luminary3 Materials. Luminary3 and its licensors own and retain all right, title, and interest, including all intellectual property rights, in and to the Services, the Lumen Studio platform, software, models, prompts, workflows, templates, scripts, methodologies, know-how, designs, dashboards, aggregated and de-identified data, and all improvements and derivatives thereof ("Luminary3 Materials"). Subject to these Terms and payment of fees, Luminary3 grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during your subscription to access and use the Services for your internal business purposes. All rights not expressly granted are reserved.

14.4 Case studies (opt-in only). Luminary3 will not identify you by name or logo, or publish your results, testimonials, or Client Content as a case study, portfolio piece, or marketing material, unless you opt in through the Services or in writing. You may withdraw your opt-in at any time for future uses by notice to us; withdrawal does not require removal of materials already printed or distributed.

14.5 Aggregated data. Luminary3 may collect and use de-identified and aggregated data derived from the Services that does not identify you or any individual, for analytics, benchmarking, and improvement of the Services, during and after the term.

14.6 AI model training. Luminary3 will not use Client Content that identifies you or any End User to train general-purpose AI models made available to third parties, and will configure AI providers, where the provider permits, not to use Client Content for training their models.

14.7 Feedback. If you provide suggestions, ideas, or feedback about the Services ("Feedback"), you grant Luminary3 a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use and exploit the Feedback for any purpose without obligation or attribution. Feedback is not your confidential information.

15. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, AI OUTPUT, DELIVERABLES, DASHBOARD DATA, AND ALL OTHER MATERIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND. LUMINARY3, ON BEHALF OF ITSELF AND THE LUMINARY3 PARTIES AND ITS LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND SYSTEM INTEGRATION. WITHOUT LIMITATION, LUMINARY3 DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY RESULT; WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT AI OUTPUT WILL BE ACCURATE, APPROPRIATE, OR NON-INFRINGING; THAT CALLS, MESSAGES, OR EMAILS WILL BE ANSWERED, DELIVERED, OR RECEIVED; THAT CLIENT CONTENT WILL NOT BE LOST; OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM LUMINARY3 CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. THIS DISCLAIMER APPLIES TO, AND IS REINFORCED BY, SECTION 10 (ARTIFICIAL INTELLIGENCE AND CYBERSECURITY RISKS; ASSUMPTION OF RISK).

16. Confidentiality; Privacy and Data Processing

16.1 "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Luminary3 Materials, pricing not published by Luminary3, and Client Content that is not public. Confidential Information excludes information that is or becomes public through no fault of the recipient, was known to the recipient without restriction, is independently developed, or is rightfully received from a third party without restriction.

16.2 The recipient shall use Confidential Information only to perform under these Terms, shall protect it with at least reasonable care, and shall disclose it only to its personnel, contractors, and service providers who need to know it and are bound by confidentiality obligations at least as protective. The recipient may disclose Confidential Information when required by law or legal process, after giving prompt notice (where lawful) so that the discloser may seek protection.

16.3 Privacy and data processing. Luminary3's collection and use of personal information is described in the Privacy Policy at luminary3.com/privacy. To the extent Luminary3 processes personal information of End Users on your behalf, it does so as your service provider or processor in accordance with our Data Processing Addendum, which is available on written request to advertise@luminary3.com and is incorporated by reference upon its execution. You are the controller or business responsible for End User personal information and for providing any required privacy notices to End Users.

17. LIMITATION OF LIABILITY

17.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUMINARY3 OR ANY LUMINARY3 PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, SALES, BUSINESS, LEADS, CUSTOMERS, OPPORTUNITIES, GOODWILL, OR REPUTATION; LOSS, CORRUPTION, OR UNAUTHORIZED DISCLOSURE OF DATA; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR REGULATORY FINES, PENALTIES, OR STATUTORY DAMAGES ASSESSED AGAINST YOU, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

17.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF LUMINARY3 AND ALL LUMINARY3 PARTIES COMBINED, FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO LUMINARY3 FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE MOST RECENT CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US $100) IF YOU HAVE PAID NO FEES. ADVERTISING SPEND PAID TO THIRD PARTIES IS NOT "FEES" FOR THIS PURPOSE. MULTIPLE CLAIMS SHALL NOT ENLARGE THIS CAP.

17.3 Basis of the bargain. You acknowledge that the fees reflect the allocation of risk in these Terms, that Luminary3 would not provide the Services without these limitations, and that these limitations apply even if any remedy fails of its essential purpose.

17.4 Carve-out. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 17 AND IN SECTIONS 10, 15, AND 19 DO NOT APPLY (A) TO THE EXTENT PROHIBITED BY APPLICABLE LAW; (B) TO LIABILITY FINALLY DETERMINED TO HAVE RESULTED FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD; OR (C) TO YOUR OBLIGATIONS TO PAY FEES OR YOUR INDEMNIFICATION OBLIGATIONS. WHERE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, LUMINARY3'S LIABILITY SHALL BE LIMITED TO THE SMALLEST EXTENT PERMITTED BY LAW.

18. INDEMNIFICATION

18.1 Luminary3 Parties. "Luminary3 Parties" means Luminary3 and its parents, subsidiaries, and affiliates, and each of their respective past, present, and future owners, members, managers, shareholders, directors, officers (including its President), employees, contractors, agents, licensors, and service providers, and each of their respective heirs, executors, administrators, legal representatives, successors, and assigns.

18.2 YOUR DUTY TO DEFEND AND INDEMNIFY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE LUMINARY3 PARTIES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ARBITRATIONS, INVESTIGATIONS, AND PROCEEDINGS BY ANY THIRD PARTY (INCLUDING END USERS, CLASS OR PUTATIVE CLASS MEMBERS, PLATFORMS, CARRIERS, AND GOVERNMENTAL OR REGULATORY AUTHORITIES), AND ALL RESULTING LOSSES, DAMAGES, JUDGMENTS, AWARDS, SETTLEMENTS, FINES, PENALTIES, STATUTORY DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND EXPERTS' FEES AND COSTS), ARISING OUT OF OR RELATING TO: (a) Client Content; (b) your products, services, offers, prices, claims, guarantees, or business operations; (c) any deliverable, communication, or AI Output that you approved, published, or used, or that the AI Front Desk communicated in accordance with information or settings you provided or approved; (d) any call, text message, or email sent or made for your business, including any alleged violation of the TCPA, the Florida Telephone Solicitation Act, CAN-SPAM, or other communications or marketing law; (e) your breach or alleged breach of these Terms or of any representation or warranty in them; (f) your violation or alleged violation of Applicable Law or any third party's rights; (g) your failure to secure your accounts, devices, or credentials; (h) any dispute between you and an End User, platform, or carrier; and (i) your gross negligence, willful misconduct, or fraud.

18.3 Procedure. Luminary3 will give you reasonably prompt notice of a claim (provided that delay relieves you of your obligations only to the extent you are materially prejudiced). Luminary3 may, at its option, (a) tender the defense to you, in which case you shall defend with counsel reasonably acceptable to Luminary3 and Luminary3 may participate with counsel of its choosing at its own expense, or (b) control its own defense at your expense. You shall not settle any claim in a manner that imposes any obligation or admission on any Luminary3 Party without Luminary3's prior written consent.

18.4 Limit. Your indemnification obligations do not apply to the extent a loss is finally determined to have resulted from a Luminary3 Party's own gross negligence, willful misconduct, or fraud.

19. RELEASE

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU, ON BEHALF OF YOURSELF AND YOUR OWNERS, AFFILIATES, SUCCESSORS, AND ASSIGNS, HEREBY RELEASE AND FOREVER DISCHARGE THE LUMINARY3 PARTIES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING OUT OF OR RELATING TO (A) ANY DISPUTE BETWEEN YOU AND ANY END USER, PLATFORM, CARRIER, OR OTHER THIRD PARTY; (B) ANY THIRD-PARTY SERVICE; AND (C) THE MATTERS DESCRIBED IN SECTION 10.5. IF YOU ARE A RESIDENT OF OR SUBJECT TO THE LAWS OF CALIFORNIA, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY," AND ANY SIMILAR LAW OF ANY JURISDICTION. THIS RELEASE DOES NOT APPLY TO CLAIMS THAT CANNOT BE RELEASED AS A MATTER OF LAW OR TO LIABILITY ARISING FROM A LUMINARY3 PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD.

20. Governing Law

These Terms, and any dispute, claim, or controversy arising out of or relating to them or the Services (each, a "Dispute"), are governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (as to Section 21), and otherwise by the laws of the State of Florida, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

21. ARBITRATION; CLASS ACTION AND JURY TRIAL WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.

21.1 INFORMAL RESOLUTION. BEFORE INITIATING ARBITRATION, A PARTY MUST SEND THE OTHER A WRITTEN NOTICE OF DISPUTE DESCRIBING THE NATURE AND BASIS OF THE CLAIM AND THE RELIEF SOUGHT (NOTICES TO LUMINARY3: ADVERTISE@LUMINARY3.COM AND 18408 Wayne Rd., Odessa, FL 33556). THE PARTIES SHALL NEGOTIATE IN GOOD FAITH FOR AT LEAST THIRTY (30) DAYS AFTER RECEIPT OF THE NOTICE. ANY APPLICABLE LIMITATIONS PERIOD IS TOLLED DURING THIS PERIOD.

21.2 BINDING ARBITRATION. EXCEPT AS PROVIDED IN SECTION 21.5, ANY DISPUTE NOT RESOLVED INFORMALLY SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") UNDER ITS COMMERCIAL ARBITRATION RULES (INCLUDING, WHERE APPLICABLE, ITS PROCEDURES FOR LARGE, COMPLEX COMMERCIAL DISPUTES OR EXPEDITED PROCEDURES) THEN IN EFFECT, BEFORE A SINGLE NEUTRAL ARBITRATOR. THE ARBITRATOR, AND NOT ANY COURT, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE ABOUT THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, OR FORMATION OF THIS AGREEMENT TO ARBITRATE, EXCEPT THAT A COURT SHALL DECIDE ANY DISPUTE REGARDING THE CLASS ACTION WAIVER IN SECTION 21.4.

21.3 PLACE; PROCEDURE; AWARD. THE SEAT OF ARBITRATION SHALL BE HILLSBOROUGH COUNTY, FLORIDA. HEARINGS MAY BE CONDUCTED BY VIDEOCONFERENCE OR ON DOCUMENTS ALONE WHERE THE ARBITRATOR PERMITS. THE ARBITRATOR SHALL APPLY FLORIDA SUBSTANTIVE LAW AND THESE TERMS, INCLUDING THE LIMITATIONS OF LIABILITY, AND MAY AWARD ONLY THE RELIEF THAT A COURT COULD AWARD ON AN INDIVIDUAL BASIS. THE AWARD SHALL BE IN WRITING, SHALL BE FINAL AND BINDING, AND JUDGMENT MAY BE ENTERED ON IT IN ANY COURT OF COMPETENT JURISDICTION. EACH PARTY SHALL BEAR ITS OWN ATTORNEYS' FEES EXCEPT AS PROVIDED IN SECTION 21.8. FILING AND ARBITRATOR FEES SHALL BE ALLOCATED AS PROVIDED BY THE AAA RULES, SUBJECT TO REALLOCATION BY THE ARBITRATOR.

21.4 CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE CLIENT OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. IF THIS SECTION 21.4 IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM (AND ONLY THAT CLAIM) SHALL BE SEVERED AND LITIGATED IN THE COURTS SPECIFIED IN SECTION 21.6, AND THE PARTIES AGREE THAT IT SHALL BE STAYED PENDING COMPLETION OF ANY ARBITRATION.

21.5 EXCEPTIONS. EITHER PARTY MAY (A) BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT IN HILLSBOROUGH COUNTY, FLORIDA, IF THE CLAIM QUALIFIES AND REMAINS THERE; AND (B) SEEK TEMPORARY OR PRELIMINARY INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT SPECIFIED IN SECTION 21.6 TO PROTECT ITS INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION OR TO PREVENT UNAUTHORIZED USE OF THE SERVICES, PENDING ARBITRATION. LUMINARY3 MAY ALSO BRING AN ACTION IN COURT TO COLLECT UNDISPUTED FEES.

21.6 VENUE. FOR ANY MATTER PERMITTED TO PROCEED IN COURT, AND FOR ANY ACTION TO COMPEL ARBITRATION OR CONFIRM, MODIFY, OR VACATE AN AWARD, THE PARTIES SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE COURTS LOCATED IN HILLSBOROUGH COUNTY, FLORIDA, AND THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND WAIVE ANY OBJECTION BASED ON INCONVENIENT FORUM.

21.7 JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. THIS WAIVER IS A MATERIAL INDUCEMENT FOR LUMINARY3 TO ENTER INTO THESE TERMS.

21.8 ATTORNEYS' FEES. IN ANY ARBITRATION OR ACTION TO ENFORCE THESE TERMS OR COLLECT AMOUNTS DUE, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS' FEES AND COSTS.

21.9 NO OPT-OUT. BECAUSE THE SERVICES ARE OFFERED ONLY TO BUSINESSES, THIS AGREEMENT TO ARBITRATE IS NOT SUBJECT TO AN OPT-OUT PERIOD. IF YOU DO NOT AGREE TO THIS SECTION 21, DO NOT ACCEPT THESE TERMS OR USE THE SERVICES.

21.10 SURVIVAL AND SEVERABILITY. THIS SECTION 21 SURVIVES TERMINATION OF THESE TERMS. EXCEPT AS PROVIDED IN SECTION 21.4, IF ANY PART OF THIS SECTION 21 IS FOUND UNENFORCEABLE, THE REMAINDER SHALL BE ENFORCED.

22. TIME LIMIT TO BRING CLAIMS

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CLAIM OR CAUSE OF ACTION IS PERMANENTLY BARRED. IF AND TO THE EXTENT THIS ONE-YEAR PERIOD IS NOT ENFORCEABLE UNDER APPLICABLE LAW (INCLUDING § 95.03, FLORIDA STATUTES), THE SHORTEST LIMITATIONS PERIOD PERMITTED BY APPLICABLE LAW SHALL APPLY, AND IN ALL EVENTS YOU MUST GIVE LUMINARY3 WRITTEN NOTICE OF ANY CLAIM UNDER SECTION 21.1 WITHIN ONE (1) YEAR AFTER YOU KNEW OR REASONABLY SHOULD HAVE KNOWN OF THE FACTS GIVING RISE TO IT.

23. Suspension and Termination

23.1 Suspension. Luminary3 may suspend all or part of the Services, with or without prior notice, if (a) any amount is past due more than ten (10) days after notice; (b) Luminary3 reasonably believes your use violates these Terms or Applicable Law, poses a security risk, or could subject Luminary3, any Third-Party Service, or any person to liability, regulatory action, or platform or carrier sanctions; or (c) required by a Third-Party Service, carrier, or law. Fees continue to accrue during a suspension caused by you.

23.2 Termination by Luminary3. Luminary3 may terminate these Terms or any subscription (a) for convenience, effective at the end of the then-current billing period, on at least thirty (30) days' notice; (b) immediately on notice if you materially breach these Terms and (where curable) fail to cure within ten (10) days after notice; or (c) immediately if you become insolvent, make an assignment for the benefit of creditors, or become subject to bankruptcy proceedings.

23.3 Termination by you. You may cancel as provided in Section 6.6, and may terminate for Luminary3's material breach that remains uncured thirty (30) days after written notice describing it in reasonable detail, in which case you will receive a pro-rated refund of prepaid fees for the unused period following termination.

23.4 Effect. Upon termination or expiration: (a) all rights and licenses granted to you end; (b) any fees that were due and unpaid for Billing Periods that have already started remain payable, but no fees for later periods, no early-termination fee, and no waived setup fee are charged, and any refund owed for a Prepaid Plan under Section 7.7 will be paid; (c) Luminary3 will cease publishing and sending on your behalf and will disconnect its access to your third-party accounts within a reasonable time; and (d) for thirty (30) days after termination you may request an export of Client Content held in the Services, after which Luminary3 may delete it in accordance with the Privacy Policy, except as required for legal, compliance, or backup purposes (including consent and opt-out records, which may be retained to demonstrate compliance).

23.5 Survival. Sections 2, 4.3, 5.5, 6.3, 7, 8, 9, 10, 11, 13, 14 (except the license to use the Services), 15 through 23, 25 through 28, and any other provision that by its nature should survive, survive termination or expiration.

24. Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, hurricanes, tropical storms, floods, fire, pandemic or epidemic, war, terrorism, civil unrest, labor disputes, governmental action, changes in law, failures or outages of power, internet, telecommunications, carriers, hosting, AI model providers, or other Third-Party Services, cyberattacks not caused by the affected party's gross negligence, and platform or carrier policy changes.

25. Assignment; Successors and Assigns

25.1 You may not assign, delegate, or transfer these Terms or any rights or obligations under them, by operation of law or otherwise, without Luminary3's prior written consent; any attempt to do so is void. Luminary3 may freely assign or transfer these Terms, in whole or in part, without your consent, including to an affiliate or to a successor in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law, and may subcontract any part of the Services.

25.2 Successors, heirs, and assigns. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Every right, release, waiver, disclaimer, limitation, and indemnity in favor of Luminary3 or any Luminary3 Party extends to, benefits, and may be enforced by Luminary3's successors and assigns and by each Luminary3 Party and its heirs, executors, administrators, legal representatives, successors, and assigns, each of whom is an intended third-party beneficiary of those provisions. Except as stated in this Section 25.2 and in Section 28, there are no third-party beneficiaries of these Terms.

26. Changes to These Terms

We may modify these Terms from time to time. We will post the revised Terms with a new version number and effective date and, for material changes, will give at least thirty (30) days' notice by email or in the Services before they take effect (or such shorter period as is required by law or to address a security, legal, or regulatory requirement). We may require you to accept the revised Terms through a checkbox before continued use. Changes do not apply retroactively and will not apply to a Dispute of which a party had given notice before the effective date of the change. If you do not agree to the revised Terms, your sole remedy is to cancel before they take effect; your continued use after the effective date constitutes acceptance.

27. General Provisions

27.1 Notices. Luminary3 may give notices by email to the address on your account, by posting in the Services, or by mail. Notices to Luminary3 must be sent by email to advertise@luminary3.com and, for legal notices (including notices of Dispute, breach, or termination), also by certified mail or nationally recognized courier to LUMINARY 3, L.L.C., Attn: Nancy Conway, President, 18408 Wayne Rd., Odessa, FL 33556. Email notices are effective when sent (absent a bounce-back); mailed notices are effective on receipt.

27.2 Severability; reformation. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible and reformed to the minimum extent necessary to make it enforceable consistent with the parties' intent, and the remaining provisions shall continue in full force and effect.

27.3 Entire agreement. These Terms, together with any Order, the Privacy Policy, the Messaging (SMS) Terms, and the Data Processing Addendum, constitute the entire agreement between the parties regarding their subject matter and supersede all prior and contemporaneous proposals, discussions, representations, and agreements, oral or written. You acknowledge that you have not relied on any statement, promise, or representation not expressly set out in these Terms. Any terms in your purchase order or other documents are rejected and void.

27.4 Waiver; amendment. No failure or delay in exercising any right is a waiver of it. Except as provided in Section 26, no amendment or waiver is effective unless in writing and signed by an authorized officer of Luminary3.

27.5 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship, except that Luminary3 acts as your limited agent solely to carry out the specific actions you approve within your third-party accounts.

27.6 Interpretation. Headings are for convenience only. "Including" means "including without limitation." No provision shall be construed against a party because that party drafted it. Capitalized and conspicuous text is intended to draw your attention to important terms.

27.7 Electronic communications. You consent to receive agreements, notices, disclosures, invoices, and other communications electronically.

27.8 Export and sanctions. You shall comply with all U.S. export control and economic sanctions laws in your use of the Services.

28. Apple App Store Addendum

This Section 28 applies if you download or access a Lumen Studio mobile application from the Apple App Store (the "App").

28.1 Acknowledgement. These Terms are concluded between you and Luminary3 only, and not with Apple Inc. ("Apple"). Luminary3, not Apple, is solely responsible for the App and its content. These Terms do not provide for usage rules for the App that conflict with the Apple Media Services Terms and Conditions.

28.2 Scope of license. Your license to the App is limited to a non-transferable license to use the App on Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

28.3 Maintenance and support. Luminary3 is solely responsible for providing any maintenance and support services for the App, as specified in these Terms or as required by applicable law. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

28.4 Warranty. Luminary3 is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty will be Luminary3's sole responsibility, subject to these Terms.

28.5 Product claims. Luminary3, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation. These Terms do not limit Luminary3's liability to you beyond what is permitted by applicable law.

28.6 Intellectual property. In the event of any third-party claim that the App or your possession and use of it infringes that third party's intellectual property rights, Luminary3, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of such claim, subject to these Terms.

28.7 Legal compliance. You represent and warrant that (a) you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

28.8 Developer name and address. Questions, complaints, or claims regarding the App should be directed to: LUMINARY 3, L.L.C. d/b/a Luminary3 and Lumen Studio, 18408 Wayne Rd., Odessa, FL 33556; telephone (813) 403-7132; email advertise@luminary3.com.

28.9 Third-party terms. You must comply with applicable third-party terms of agreement when using the App (for example, your wireless data service agreement).

28.10 In-app purchases. Subscriptions purchased through the App Store are billed by Apple, are subject to Apple's terms, and must be managed and cancelled through your Apple account settings; refund requests for such purchases are handled by Apple under its policies. Where permitted by Apple's guidelines, Luminary3 may also offer subscriptions for purchase on its website.

28.11 Third-party beneficiary. Apple and its subsidiaries are third-party beneficiaries of this Section 28, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce this Section 28 against you as a third-party beneficiary.

29. Contact

LUMINARY 3, L.L.C. · d/b/a Luminary3 and Lumen Studio
Attn: Nancy Conway, President
18408 Wayne Rd., Odessa, FL 33556
Email: advertise@luminary3.com · Web: luminary3.com · Telephone: (813) 403-7132