Software Terms & Conditions

1.1. Scope of Agreement. LuminosAI provides Customer with access to a software-as-a-service platform containing proprietary software tools and applications, as well as any related support and services purchased or made available (collectively, the “Service”). The commercial terms for Customer’s access to the Service will be detailed in an order form, online checkout process, subscription schedule, or similar ordering document (“Order Form”). These Terms and Conditions and the applicable Order Form constitute the agreement between the parties (the “Agreement”). To use the Services, an authorized Customer representative must enter into the Agreement, register an account, or accept these terms. In the event of any conflict or inconsistency: (a) a Signed MSA supersedes and governs over these Terms and Conditions in their entirety; (b) a Signed Order Form prevails over conflicting provisions of these Terms and Conditions solely with respect to the services ordered under that Order Form; and (c) these Terms and Conditions prevail over any unsigned in-app order forms or preprinted terms. Customer use of certain portions of the Services may be subject to additional terms (“Supplemental Terms”), which shall also constitute part of the Agreement.

1.2. Access to Service and Acceptable Use. Subject to the terms and conditions of the Agreement, LuminosAI hereby grants to Customer a limited, non-exclusive, non-sublicensable and non-transferable right during the applicable Subscription Term (as defined below) to access and use the Service for Customer’s internal business and commercial development operations (which includes evaluating, testing, and benchmarking models, workflows, and artificial intelligence applications built or deployed by Customer, or built by Customer for its clients). Customer shall not, and shall not attempt to, and shall not authorize or allow Authorized Users (as defined below) or any third party to attempt to: (a) reverse-engineer, reverse-assemble, decode, or decompile, or otherwise attempt to derive or gain access to the source code of the Service (except to the extent such restriction is expressly prohibited by applicable law); (b) modify, adapt, create derivative works based upon, or translate the Service; (c) assign, transfer, re-license, sublicense, lease, loan, resell, distribute, or otherwise grant any rights in the Service in any form to any other party, including commercial time-sharing, rental, or service bureau use (provided that evaluating applications built for Customer’s clients as expressly permitted above shall not violate this clause); (d) except as expressly permitted herein, use the Service as a white-labeled commercial evaluation platform for third parties; or (e) access or use the Service in violation of applicable laws, regulations, or acceptable use standards set forth below.

Lawful Use and Acceptable Conduct. Customer shall access and use the Service solely for lawful purposes in compliance with all applicable United States federal, state, and local laws, rules, and regulations, as well as the applicable laws of the jurisdiction in which Customer or its Authorized Users are located or access the Service. Customer shall not use the Service to: (i) violate applicable criminal laws, privacy rights, third-party intellectual property rights, or U.S. sanctions and export control regulations; (ii) generate, store, or disseminate child sexual abuse material (CSAM) or real-world malicious payloads or cyberattack exploits; or (iii) probe, scan, breach, or compromise the operational security, availability, or integrity of the Service or its underlying infrastructure. Nothing in this Section shall prohibit Customer from submitting adversarial prompts, synthetic test cases, or simulated edge cases solely for the bona fide purpose of evaluating, red-teaming, or benchmarking the safety, accuracy, and alignment of Customer’s artificial intelligence applications.

1.3. Authorized Users. The Service shall be used solely by individuals authorized by Customer to use the Service under the rights granted pursuant to the Agreement and for which all applicable fees have been paid (“Authorized Users”). Customer shall cause all Authorized Users to comply with Customer’s obligations under the Agreement and shall be responsible for any noncompliance with such obligations by any Authorized User. Authorized User accounts cannot be shared or used by more than one Authorized User. Customer is responsible for maintaining the confidentiality of its logins, passwords, and accounts and for all activities that occur under Authorized User accounts. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and promptly notify Company of any such unauthorized access or use.

1.4. API Access, Telemetry Collection, and Automated Pipelines. To the extent LuminosAI makes application programming interfaces (“APIs”), software development kits (“SDKs”), OpenTelemetry collectors, telemetry ingest endpoints, or integration connectors available as part of the Service (collectively, “Integration Tools”), Customer may integrate the Service into its continuous integration/continuous deployment (“CI/CD”) pipelines, agent runtime environments, and automated evaluation workflows, and may stream or export agent telemetry, traces, spans, and execution logs to the Service in support of Customer’s operations and permitted evaluations under Section 1.2. Customer is solely responsible for maintaining the confidentiality and security of all API keys, tokens, and access credentials issued to Customer, and for all activities, API requests, trace ingestions, evaluations, compute consumption, and fees incurred under Customer’s credentials (whether authorized or unauthorized, and whether resulting from unintentional exposure, code repository leakage, or third-party compromise) until Customer has revoked or regenerated the compromised key within the Service settings. Customer is solely responsible for properly configuring its telemetry exporters, collectors, and filtering rules (including omitting or masking any unneeded sensitive personal data, credentials, or secrets prior to transmission). Customer shall comply with all rate limits, volume thresholds, trace ingestion caps, and concurrency restrictions established in the Order Form or applicable documentation, and shall not use automated scripts or high-frequency polling in a manner that degrades, disrupts, or circumvents the operational integrity of the Service. LuminosAI reserves the right to throttle or temporarily suspend API access or telemetry ingestion in the event of excessive or abusive automated traffic that threatens Service stability.

1.5. Free Tier and Credit Stacking. LuminosAI may make available certain free evaluation quotas, promotional credits, or baseline free service tiers (“Free Tier”), which may be offered standalone or serve as a baseline allowance that paid tiers build upon. Customers and Authorized Users may create and maintain multiple organizations or workspaces for legitimate operational purposes (such as maintaining isolated development, staging, or testing environments). However, creating, operating, or coordinating multiple accounts, organizations, or email identities for the purpose, or apparent purpose, of circumventing usage limits, pooling or stacking free allowances, or evading commercial tier thresholds (“Credit Stacking”) is strictly prohibited. LuminosAI reserves the right to modify, throttle, or revoke Free Tier access or unconsumed promotional allowances for any customer or workspace at any time, in its sole discretion, for any reason or no reason, with or without notice, and without liability. If LuminosAI reasonably determines that an entity or user is engaging in Credit Stacking or otherwise abusing the Free Tier, LuminosAI may immediately and without prior notice suspend or terminate associated workspaces and accounts, revoke and forfeit all free allowances and accumulated data, block associated domains, payment methods, or IP addresses, and/or invoice Customer or charge any payment method on file at LuminosAI’s standard commercial rates for all stacked or excess usage. Where Customer accesses or uses the Service solely under the Free Tier without an active paid subscription or purchased Capacity, such access is provided strictly on an “AS-IS” and “AS-AVAILABLE” basis without warranties, service level commitments, or indemnification obligations of any kind.

1.6. Open Source Software. To the extent any software development kits (SDKs), telemetry collectors, client libraries, command-line utilities, or integration plugins made available by LuminosAI are distributed under an open-source software license (such as the Apache License 2.0 or MIT License) (“Open Source Components”), such Open Source Components are licensed to Customer under the terms of their applicable open-source license agreements. Nothing in this Agreement shall be construed to limit, restrict, or modify Customer’s rights under, or grant rights that supersede, the terms and conditions of any applicable open-source license for such Open Source Components.

2.1. Term of Agreement. The term of the Agreement shall commence upon the Effective Date and continue until expiration or termination of the last Order Form.

2.2. Subscription Term and Renewals. The initial subscription term of the Service shall be specified in the applicable Order Form or online checkout (the initial term and any renewal periods, collectively, the “Subscription Term”). Unless otherwise set forth in an applicable Order Form:

(a) In-App Subscriptions (Monthly or Annual). Subscriptions purchased through in-app checkout or credit card billing automatically renew for successive terms equal to the expiring term (e.g., month-to-month or year-to-year) on each scheduled renewal date. Customer may cancel auto-renewal at any time prior to the renewal date through the platform account settings, or by submitting written notice of cancellation to support@luminos.ai at least three (3) business days prior to the renewal date. Cancellation stops future recurring charges at the conclusion of the active paid billing cycle, and no refunds are provided for early cancellation during an active cycle.

(b) Signed Enterprise Contracts. For enterprise accounts governed by a Signed Order Form (typically annual or multi-year terms with invoice billing), the Subscription Term shall automatically renew for successive terms equal in duration to the expiring term, unless either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

2.3. Termination. Either party may, at its option and without further notice, immediately terminate the Agreement and the licenses granted hereunder if the other party: (a) breaches any material obligation under the Agreement and such breach is not cured within thirty (30) days after the receipt of written notice of the alleged breach; (b) admits in writing its inability to pay its debts generally as they become due; (c) makes a general assignment for the benefit of creditors; (d) institutes proceedings to be adjudicated a voluntary bankrupt, or consents to the filing of a petition of bankruptcy against it; (e) is adjudicated by a court of competent jurisdiction as being bankrupt or insolvent; (f) seeks reorganization under any bankruptcy act, or consents to the filing of a petition seeking such reorganization; or (g) ceases to do business as itself or through a successor.

2.4. Effect of Termination. Upon the effective date of termination of the Agreement, all rights and licenses granted hereunder shall terminate, and Customer shall immediately cease all use of the Service and deinstall or remove all software installed on its systems. Customer is solely responsible for exporting or retrieving its Customer Data through the Service prior to the effective date of termination. Following termination, LuminosAI has no obligation to retain, retrieve, or deliver any Customer Data, and will delete Customer Data from its active systems within thirty (30) days, and from routine system backups within ninety (90) days thereafter. The terms of Sections 2 through 10 shall survive termination or expiration of the Agreement.

3.1. Fees, Subscriptions, and Capacity Purchases. Customer agrees to pay all fees for subscriptions and capacity specified in the applicable Order Form, online checkout, or pricing schedule. Customer may purchase evaluation runs, trace ingestion volumes, compute units, test packs, or usage credits (“Capacity”), either as a standalone purchase without an active base subscription, or as an add-on in addition to an active Monthly or Annual Subscription. Unless otherwise expressly provided in an Order Form: (a) all fees and Capacity purchases are quoted in U.S. dollars, are non-cancelable, and are non-refundable; and (b) purchased Capacity must be utilized within the applicable billing cycle or specified validity period and does not roll over. Any usage exceeding purchased Capacity or subscription thresholds will be billed at LuminosAI’s standard metered rates or overage rates set forth in the applicable Order Form.

3.2. Payment Methods and Billing.

(a) Credit Card and Automated Billing. For self-serve accounts, Monthly Subscriptions, online capacity purchases, or where credit card payment is designated in an Order Form, Customer must provide a valid credit card or other accepted automated payment method. Customer authorizes LuminosAI (and its third-party payment processors) to store payment credentials and automatically charge such payment method: (i) in advance on a recurring basis for subscription fees; (ii) at the time of purchase for standalone or add-on Capacity; and (iii) in arrears for any applicable metered overages, usage-based charges, or unbilled capacity incurred during the preceding billing period. Customer is responsible for maintaining current, valid payment information.

(b) Invoiced Accounts. Where LuminosAI has approved Customer for invoicing (such as under a Signed Order Form or enterprise tier), fees shall be invoiced in advance on an annual or monthly basis as specified in the Order Form. Unless otherwise expressly stated in the Order Form, all invoiced amounts are due and payable thirty (30) days after the invoice date (Net 30) in U.S. dollars.

3.3. Taxes. All fees are exclusive of applicable taxes, levies, and duties (including sales, use, and value-added taxes). Customer is responsible for paying all taxes associated with its purchases hereunder, other than taxes based on LuminosAI’s net income. If LuminosAI has the legal obligation to collect and remit any such taxes, LuminosAI will invoice or charge Customer for those taxes (and Customer agrees to pay such amounts) unless Customer provides a valid, timely tax exemption certificate authorized by the appropriate taxing jurisdiction.

3.4. Overdue Payments and Suspension. In the event of any overdue payments or failed credit card transactions, LuminosAI reserves the right to charge interest from the due date at the rate of one percent (1%) per month (or the maximum rate permitted by law, whichever is lower) and/or to suspend Customer’s access to the Service, APIs, and capacity ingestion until all outstanding amounts are paid in full. All costs of collection, including reasonable attorneys’ fees, shall be paid by Customer.

3.5. Fee Adjustments. LuminosAI reserves the right to adjust pricing from time to time.

(a) Self-Serve and Transactional Plans. For monthly or annual subscriptions purchased online without an executed Signed Order Form, price changes will take effect at the start of the next billing cycle following at least thirty (30) days’ advance notice posted on the Service or sent via email. Continued use of the Service or failure to cancel auto-renewal prior to the effective date of the price change constitutes acceptance of the adjusted fees.

(b) Signed Order Form Accounts. For accounts governed by a Signed Order Form, subscription fees for any renewal term will be as specified in the applicable Signed Order Form. In the absence of an express renewal pricing provision in the Signed Order Form, LuminosAI may increase subscription fees for any renewal term by no more than the greater of five percent (5%) or the percentage increase in the Consumer Price Index (CPI-U), provided LuminosAI gives written notice of such increase at least sixty (60) days prior to the expiration of the then-current Subscription Term.

4.1. Ownership and Definition. As between Customer and LuminosAI, Customer retains all right, title, and interest in and to all data, text, prompts, model responses, execution traces, spans, datasets, files, and other inputs or materials submitted, streamed, or provided by or on behalf of Customer to the Service (“Customer Data”). Customer Data is deemed Customer’s Confidential Information. Customer Data does not include operational telemetry, feature interaction statistics, performance metrics, or system logs reflecting Customer’s use of the Service (“Usage Data”), which is owned by LuminosAI and used to operate, secure, and maintain the Service.

4.2. Permitted Uses of Customer Data. Customer grants LuminosAI a non-exclusive right and license to access, host, process, and use Customer Data during the Subscription Term to provide, support, maintain, calibrate, and improve the Service for Customer. LuminosAI may also create, derive, and use aggregated, de-identified, or anonymized data and statistical metrics from Customer Data during and after the term of the Agreement to analyze, conduct research and development, and improve the Service, provided that such data does not disclose Customer’s Confidential Information.

4.3. Third-Party Model Training Prohibition. LuminosAI will not permit, authorize, or license any third party (including third-party foundation model providers or sub-processors) to use Customer Data to train, retrain, or fine-tune their public, commercial, or foundation artificial intelligence models.

4.4. Security and Data Protection. LuminosAI has implemented and will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, destruction, use, modification, or disclosure. To the extent Customer Data includes personal data subject to applicable data protection laws (such as the European Union General Data Protection Regulation or California Consumer Privacy Act), the parties agree that LuminosAI’s Data Processing Addendum (“DPA”), available upon written request to legal@luminos.ai, is incorporated into and forms part of the Agreement.

5.1. LuminosAI Ownership. LuminosAI and its licensors are the sole owners of the Service (including any modifications, enhancements, or improvements made thereto), the underlying evaluation engines, scoring algorithms, pre-built benchmarks, and all copyright, trade secret, patent, trademark and other intellectual property rights therein and thereto throughout the world. Neither the Agreement nor any Order Form provides Customer or any Authorized User with title to or ownership of the Service. Customer’s only rights to the Service are the limited license granted under Section 1.2 of the Agreement.

5.2. Evaluation Artifacts, Synthetic Data, and Service Improvement. As between the parties, Customer receives a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to access, export, reproduce, internally utilize, and publicly share, display, or distribute the evaluation scorecards, reports, benchmark metrics, and test results generated for Customer via the Service (“Evaluation Artifacts”), including in model cards, documentation, client deliverables, and marketing materials. LuminosAI retains all right, title, and interest in and to the underlying Service, scoring algorithms, evaluation heuristics, benchmark methodologies, and all standard or boilerplate synthetic test libraries. LuminosAI may collect and process data, outputs, and telemetry generated through the Service: (a) to provide, customize, and calibrate the Service for Customer; and (b) to improve the Service, provided that such use does not disclose Customer’s Confidential Information.

6.1. Confidential Information. Each party agrees that any non-public information, data (including the data contained within the Service), materials or know-how, including, without limitation, prices, fees, methods, software, algorithms, documentation, drawings, processes, techniques, technical and other business information which may be supplied by one party to the other party in connection with the Agreement, whether orally or in writing, that are either designated as proprietary and/or confidential at the time of disclosure, or which, by their nature, would be considered by a reasonable person to be proprietary and/or confidential (collectively, “Confidential Information”), are confidential and constitute valuable assets of the disclosing party.

6.2. Exclusions. Confidential Information does not include information which (a) is or becomes publicly available other than through disclosure in breach of the Agreement, (b) is disclosed or made available by a third party without restriction and without breach of an obligation of confidentiality, (c) is independently developed by one party without use of or reference to any Confidential Information of the other party, as evidenced by applicable documentation, or (d) was already known by the receiving party at the time of disclosure.

6.3. Confidentiality Obligations. Each party agrees to use the Confidential Information only for the purposes specifically authorized in the Agreement, to hold such Confidential Information in strict confidence, and not to disclose any of the Confidential Information to any third party except as necessary to provide the Service or as otherwise contemplated under the Agreement; however, each party may use any feedback, suggestions or ideas which the other party provides to improve such party’s products and services without compensation. Each party agrees to limit access to Confidential Information to those employees and contractors whose use of or access thereto is necessary for the authorized use of the Confidential Information under the Agreement. Customer agrees not to use, or allow any third party to use, any Confidential Information to aid in the development or marketing of any product or service similar to or competitive with the Service.

6.4. Legal Process. The obligations of non-disclosure set forth above shall not apply to the extent that a party is legally required to produce Confidential Information pursuant to a subpoena or other legal process or order of a court of competent jurisdiction, provided that such party provides prompt written notice to the other party of such process or order and produces only that portion of the applicable Confidential Information legally required under such process or order after the other party has had an opportunity to challenge such process or order. In addition, either party may disclose the terms of the Agreement to (a) potential and actual advisors, investors, auditors, directors, and acquirors, (b) to any legal entity that directly or indirectly is controlled by, controls or is under common control with a party, provided that “control” shall mean ownership as to more than 50% of another legal entity or the power to direct decisions of another legal entity, including the power to direct management and policies of another legal entity, whether by reason of ownership, by contract or otherwise (an “Affiliate”), and (c) to potential and actual collaborators and licensees, in each case under this sentence on a need-to-know basis under commercially reasonable obligations of confidentiality and non-use.

6.5. Return/Destruction of Confidential Information. Except as otherwise provided in the Agreement, upon written request from the disclosing party, the receiving party shall return to the disclosing party all Confidential Information in the receiving party’s possession or control, and all copies thereof, or, at the disclosing party’s option, certify its permanent, secure destruction in writing.

7.1. Mutual Warranties. Each party represents and warrants to the other that (a) it has the requisite power and authority to enter into the Agreement and to carry out all activities contemplated hereunder, and (b) it will comply with all applicable laws and regulations (including, but not limited to, the European Union General Data Protection Regulation).

7.2. LuminosAI Warranty. LuminosAI warrants that it will provide the Service in a professional and workmanlike manner, consistent with applicable industry standards. LuminosAI’s sole responsibility under this limited warranty shall be to use commercially reasonable efforts to correct or replace the portion of the Service that fails to conform to such limited warranty; provided, however, that Customer has promptly reported in writing to LuminosAI any defect or error claimed to be a breach of such warranty. LuminosAI shall have no liability under this limited warranty if: (a) Customer, an Authorized User, or any third party acting on Customer’s behalf modifies the Service; (b) Customer fails to give LuminosAI written notice of the claimed breach of warranty in a timely manner; or (c) the failure to conform is caused in whole or part by persons other than LuminosAI, or by products, equipment, software, data or operating environments not furnished by LuminosAI. Customer shall be exclusively responsible for the supervision, management and control of Customer’s and each Authorized User’s use of the Service and for the application of the Service to Customer’s business.

7.3. Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY AGREED IN WRITING, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 ARE THE ONLY WARRANTIES GIVEN BY LUMINOSAI WITH RESPECT TO THE SERVICE, WHICH IS OTHERWISE PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS. WHERE CUSTOMER ACCESSES THE SERVICE SOLELY UNDER THE FREE TIER, BETA, TRIAL, OR OTHER UNPAID ACCESS WITHOUT AN ACTIVE PAID SUBSCRIPTION OR PURCHASED CAPACITY, THE SERVICE IS PROVIDED STRICTLY “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. LUMINOSAI AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, IRRESPECTIVE OF ANY PREVIOUS COURSE OF DEALING BETWEEN THE PARTIES OR CUSTOM OR USAGE OF TRADE. LUMINOSAI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

7.4. AI Evaluations and Agent Performance Disclaimer. Customer acknowledges that the Service provides automated evaluation, testing, and continuous monitoring tools designed to assist Customer in detecting potential risks, regressions, and performance anomalies in Customer’s artificial intelligence models, agentic workflows, and autonomous agents (“Customer Agents”). Because artificial intelligence technologies, foundation models, and third-party large language models are non-deterministic and continuously evolving: (a) LuminosAI does not warrant or represent that the Service will identify every error, hallucination, defect, bias, copyright infringement, security vulnerability, or regulatory violation in Customer Agents; (b) successful completion of an evaluation suite or receipt of favorable evaluation scores does not constitute a certification, endorsement, or guarantee that Customer Agents are error-free or suitable for any particular production use case; and (c) Customer retains sole responsibility for the supervision, safety guardrails, human oversight, deployment decisions, and real-world behavior and outputs of all Customer Agents.

9.1. Indemnification Scope. LuminosAI shall defend Customer against any claim or action brought against Customer, and will indemnify and hold harmless Customer from and against any damages, liabilities, costs or expenses awarded by a court or included as part of a final settlement (in addition to reasonable attorneys’ fees) (“Claims”), to the extent based upon the infringement by the Service of any United States patent, trademark or copyright of a third party, provided that Customer (a) promptly notifies LuminosAI in writing of any Claim, (b) tenders to LuminosAI party sole control over the defense and/or settlement of the Claim, and (c) gives LuminosAI all available information and assistance (at LuminosAI’s expense) to enable LuminosAI to do so.

9.2. Customer Remedies. In addition, if, as the result of any Claim, Customer is enjoined from using the Service, LuminosAI, at its sole option and expense, may: (a) procure the right for Customer to continue to use the Service; (b) replace or modify the Service so as to make it non-infringing (without materially impacting functionality or performance); or (c) if LuminosAI is not able to accomplish either of the foregoing alternatives on commercially reasonable terms, terminate Customer’s license to the Service and refund to Customer that portion of the fee prepaid for the then-current Subscription Term which reflects the unused portion of such Subscription Term. This Section 9 states the entire liability of LuminosAI with respect to any third-party infringement claims.

9.3. Exclusions. The foregoing indemnity shall not apply if the Claim results from: (a) the Service having been modified by anyone other than LuminosAI or its subcontractors; (b) Customer’s use of the Service with software, hardware, data or services not provided by LuminosAI; (c) misuse of the Service or other breach of the Agreement; (d) compliance by LuminosAI with designs, plans or specifications furnished by or on Customer’s behalf; or (e) Customer’s access to or use of the Service solely under the Free Tier, beta, trial, or other unpaid access. Subject to the conditions in Section 9.1 above, Customer will indemnify, defend and hold harmless LuminosAI from and against any Claims brought against LuminosAI arising out of (i) the circumstances described in this Section 9.3 or (ii) Customer Data.

10.1. Publicity and Marketing. Customer grants LuminosAI a limited, non-exclusive, revocable license to use Customer’s name and logo on LuminosAI’s website and general marketing collateral solely to identify Customer as a customer of LuminosAI, in accordance with any trademark usage guidelines provided by Customer. Customer may revoke this license at any time by providing written notice to legal@luminos.ai, upon which LuminosAI will remove Customer’s name and logo within thirty (30) days. Neither party will issue any press release, published case study, or public announcement regarding Customer’s use of the Service without the other party’s prior written consent.

10.2. Force Majeure. Notwithstanding anything in the Agreement to the contrary, no default, delay or failure to perform on the part of either party, excluding Customer’s payment obligations, shall be considered a breach of the Agreement if such default, delay or failure to perform is due to causes beyond such party’s reasonable control, including, but not limited to, strikes, lockouts or other labor disputes, riots, civil disturbances, the infrastructure of the Internet, actions or inaction of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy, nuclear disasters, or default of a common carrier.

10.3. Choice of Law and Dispute Resolution. This Agreement and all claims or disputes arising out of or related to it shall be construed and governed in all respects according to the laws of the State of Delaware, without regard to any conflict of law provisions. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. Disputes shall be resolved as follows:

(a) Signed Order Form Accounts (Court Venue). For Customers accessing the Service pursuant to an executed Signed Order Form, the state and federal courts located in Wilmington, Delaware shall have exclusive jurisdiction over any litigation or judicial proceedings arising out of or related to the Agreement or the Service, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

(b) Self-Serve and Transactional Accounts (Binding Individual Arbitration). For all Customers who access or use the Service without an executed Signed Order Form (including Free Tier, online credit card subscriptions, and pay-as-you-go capacity purchases), the parties agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall be settled exclusively by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (or Consumer Arbitration Rules, if applicable). The arbitration shall be conducted in the English language before a single arbitrator under the Federal Arbitration Act (“FAA”). The arbitrator shall have exclusive authority to resolve all disputes regarding arbitrability and the interpretation, applicability, or enforceability of this provision.

(c) Arbitration Exceptions and Opt-Out. Notwithstanding subsection (b): (i) either party may bring an individual action in small claims court having competent jurisdiction; (ii) either party may seek preliminary or emergency injunctive relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of intellectual property rights or unauthorized access to the Service; and (iii) Customer may opt out of arbitration by sending written notice to legal@luminos.ai within thirty (30) days of first registering an account or accepting these Terms, stating Customer’s name, account email, and unequivocal intent to opt out of arbitration.

10.4. Waiver of Jury Trial and Class Actions. To the fullest extent permitted by applicable law, each party hereby irrevocably waives any right to a trial by jury in any court, arbitration, or judicial proceeding arising out of or relating to the Agreement or the Service. ALL CLAIMS AND ACTIONS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NEITHER PARTY SHALL ASSERT, JOIN, OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, COORDINATED, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION. The arbitrator or court may not consolidate more than one person’s or entity’s claims.

10.5. Export Laws. Neither party shall commit any act or request the other party to commit any act which would violate the export control laws, rules or regulations of the United States or any other country.

10.6. Waiver. No waiver or failure to exercise any option, right or privilege under the terms of the Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same on any other occasion or of any other option, right or privilege.

10.7. Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except (a) to an Affiliate, (b) in connection with a sale of all or substantially all of such party’s assets or stock, or (c) in the case of an assignment by LuminosAI of monies due or becoming due. In any such event, any assignee shall comply with all the terms and conditions of the Agreement.

10.8. Independent Contractors. The parties are independent contractors, and the Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.

10.9. Advice and Operational Decisions. Customer acknowledges and agrees that the output, evaluation scores, risk flags, benchmark metrics, and guidance provided by the Service (“Output”) do not constitute legal, regulatory, or compliance advice (and will not be relied on as such by Customer). LuminosAI is not a law firm or regulatory agency. Customer remains exclusively responsible for determining whether its AI agents, models, prompts, and operations comply with applicable laws, industry regulations, and internal risk policies, and for all operational, governance, and deployment decisions made in connection with or reliance upon the Service.

10.10. Severability. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remaining provisions of the Agreement shall remain in full force and effect.

10.11. Notices. Except as otherwise expressly provided herein (such as in-app subscription cancellation pursuant to Section 2.2(a)), all legal and operational notices under the Agreement shall be in writing and delivered electronically. Notices to LuminosAI must be sent via electronic mail to legal@luminos.ai. Notices to Customer shall be sent to the primary email address associated with Customer’s account or posted prominently within the Service dashboard or account portal. Electronic notices shall be deemed delivered on the business day following transmission or posting. If physical delivery is required by applicable law, formal legal notices to LuminosAI may be delivered to: Luminos Inc., 1717 K St NW, STE 900, Washington, DC 20006, Attn: Legal Department.

10.12. Entire Agreement and Precedence. This Agreement and all Order Forms contain the entire understanding and agreement between Customer and LuminosAI and supersede all prior agreements or understandings, oral or written, relating to the subject matter hereof; provided that a Signed MSA executed in writing by authorized representatives of both parties shall supersede this Agreement in its entirety. Except as otherwise provided herein (including LuminosAI’s right to modify terms pursuant to Section 10.13), no modification, amendment, or waiver of any provision of the Agreement will be effective unless in writing and signed by authorized representatives of both parties. The parties agree that any preprinted or standard terms or conditions in any invoice or purchase order shall be of no effect. In the event of an express conflict between a Signed Order Form and these Terms and Conditions, the terms of the Signed Order Form shall control solely with respect to the services ordered thereunder.

10.13. Modifications. LuminosAI may modify these Terms and Conditions and any Supplemental Terms from time to time by posting the modified version on its website or Service. If, in LuminosAI’s sole discretion, such modifications to the Terms and Conditions or Supplemental Terms are material, LuminosAI will provide Customer reasonable notice prior to the change taking effect, such as by alerting Customer via email or through the website and/or Services. By continuing to access or use the Service after the posted effective date of such modifications, Customer agrees to be bound by the modified version of the Terms and Conditions and/or Supplemental Terms.