Luminai Terms and Conditions

Last Updated: March 26, 2026

These Luminai Terms and Conditions (these “Terms” and together with all Order Forms entered into in connection with these Terms, the “Agreement”) govern the access and use by the company or entity identified in the Initial Order Form (“Customer”) of the Luminai’s artificial intelligence-platform for automating routine workflows across business applications (“Luminai Platform”) and related products and services (collectively, “Services”) as made available by Digital Brain, Inc. d/b/a Luminai (“Company” or “Luminai”) as set out in the Order Forms. Customer and Luminai may be referred to herein collectively as the “Parties” or individually as a “Party”. 

This Agreement is effective, and Customer agrees to be bound by this Agreement, as of the effective date specified on the Initial Order Form incorporating these Terms (the “Effective Date”). The individual accepting this Agreement on behalf of the company or other legal entity identified as Customer on the Initial Order Form, represents and warrants that they have the authority to bind Customer to the terms and conditions of this Agreement. 

• SERVICES; ACCESS AND USE
• Right to Access and Use. Subject to and conditioned upon Customer’s compliance with the terms and conditions of this Agreement, Company hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 11.4) right to access and use the Services specified in the Order Form during the applicable Services Term specified in such Order Form, in each case, solely for Customer’s internal business purposes. Customer’s right to access and use the Services granted herein is subject to the limits, volume or other measurement or conditions of permitted use for the applicable Service as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to use the Services (“Licensed Volume”). 
• Order Forms. In addition to the Initial Order Form incorporating these Terms, the Parties may from time to time mutually execute additional order forms or other mutually agreed upon ordering documents which refer to this Agreement (each, an “Order Form”) regarding the provision of additional products and services from Luminai to Customer, including additional add-on features and functions of the Luminai Platform. Each Order Form will expressly reference and be governed by this Agreement. 
• Support and Service Levels. In connection with Company providing the Services, Company will use commercially reasonable efforts to (i) provide Customer with Company’s standard customer and technical support during Company’s regular business hours in accordance with Company’s then-current standard practices and any additional customer support as provided for in the applicable Order Form, and (ii) make the Luminai Platform and other Services available in accordance with the service levels set forth at luminai.com/terms, as may be updated from time to time. Customer acknowledges and agrees that the service levels are performance targets only and any failure of Company to meet any service level will not result in any breach of this Agreement and Customer’s sole remedy for such failure will be as provided in the Service Level Objectives. Customer support concerns can be communicated via email to support@luminai.com. If Company provides professional services or non-standard customer or technical support, any service level commitments regarding such services shall be set forth in the applicable Order Form and shall apply only to those Services identified in such Order Form.
• Use Restrictions. Customer shall not at any time and shall not permit any third party (including without limitation any Authorized Users) to, directly or indirectly, do any of the following: (i) subject to applicable law (and solely upon prior written notice to Company), decipher, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services or otherwise attempt to derive or gain improper access to any software component of the Luminai Platform or other Services or any components, models, algorithms or systems used to provide the Services, in whole or in part, (ii) modify, translate, or create derivative works based on the Services or any software, documentation or data related to the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of an unauthorized third party; (v) remove or otherwise alter any proprietary notices or labels from the Services, or any portion thereof; (vi) use the Services for benchmarking or competitive analysis or to build, develop, commercialize, license or sell any application, product or service that could, directly or indirectly, be competitive with the Luminai Platform, the Services or any other Company product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services or otherwise engage in any adversarial attacks intended to compromise, poison, circumvent or disrupt the models, algorithms or systems used to provide the Services; (viii) bypass any measures Company may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (ix) upload, download, post, submit or otherwise distribute or facilitate distribution of any material on or through the Services (not limited to Customer Content) that: (A) infringes any Intellectual Property Right of any other person or entity; (B) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (C) contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of the Services; or (D)  impersonates any person or entity, including any employee or representative of Company; or (x) utilize the Services (including without limitation any AI models or derivatives thereof), to train, improve or have trained or improved an AI model (e.g., engage in “model scraping” or “model distillation”).
• Authorized Users. Customer will not allow any person other than Customer’s employees or contractors whom Customer has authorized to use the Services (each, an “Authorized User”) to access or use the Services.  Customer may permit Authorized Users to access and use the Services provided that (i) such use, including the number of Authorized Users, does not exceed the Licensed Volume; and (ii) Customer ensures each Authorized User complies with all applicable terms and conditions of this Agreement. Customer is responsible for acts or omissions by Authorized Users in connection with their access to and use of the Services.  Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Company if Customer knows or reasonably suspects that any user name and/or password has been compromised. Each account for the Luminai Platform may only be accessed and used by the specific Authorized User for whom such account is created.
• Third-Party Services. Certain features and functionalities within the Services may allow Customer and its Authorized Users to interface or interact with, access and/or use compatible third-party services, products, technology and content (collectively, “Third-Party Services”) through the Services. Company does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.  Customer is solely responsible for maintaining the Third-Party Services and obtaining any associated licenses and consents necessary for Customer to use the Third-Party Services in connection with the Services.
• PROPRIETARY INFORMATION AND CONFIDENTIALITY
• Proprietary Information. Each Party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose or provide access to Proprietary Information of the Disclosing Party in connection with the Services and performance of this Agreement. For purposes of this Agreement, “Proprietary Information” means any information that the Disclosing Party provides to the Receiving Party in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure, and which for clarity includes the Services, except that Proprietary Information will not include any information or materials that the Receiving Party can document (i) is or becomes generally available to the public through no fault of the Receiving Party or breach of this Agreement, (ii) was in its possession or known by it prior to receipt from the Disclosing Party without any obligation of confidentiality, (iii) was rightfully disclosed to it by a third party, or (iv) was independently developed without use of or access to any Proprietary Information of the Disclosing Party.
• Obligations and Permitted Disclosure. The Receiving Party agrees to, at all times during and after the term of this Agreement, maintain the Disclosing Party’s Proprietary Information in strict confidence, and will not use the Proprietary Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Company may use and modify Proprietary Information of Customer in deidentified form for purposes of developing and deriving Aggregate Data and Insights (as defined below). The Receiving Party will not disclose or cause to be disclosed any Proprietary Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Proprietary Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.  
• Duration. Each Party’s obligations of non-disclosure with regard to Proprietary Information under this Section 2 will expire after three years following the date of first disclosure thereof, provided that the Receiving Party shall maintain the confidentiality of any Proprietary Information which the Disclosing Party maintains as a trade secret (as determined under applicable law) for as long as such Proprietary Information remains subject to trade secret protection under applicable law. 
• INTELLECTUAL PROPERTY RIGHTS
• Definitions. For purposes of this Agreement: “Aggregate Data ” means any data that is derived or aggregated in deidentified form from (i) any Customer Content (but for clarity excluding all personal health information or other personally identifiable information of any individual), or (ii) Customer’s and/or its Authorized Users’ use of the Services, including, without limitation, any usage data or trends with respect to the Services; “Insights” means the results arising from or relating to Company’s provision of the Services which represent a relationship between a characteristic or set of characteristics in Customer Content and a result that Company has categorized, discovered or validated by analyzing a set of Customer Content within the scope of providing the Services; “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world; and “Luminai IP” means: (i) the Luminai Platform and Services, the underlying software provided in conjunction with the Services, algorithms, AI models, AI systems, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Luminai Platform and other Services, and related documentation, (ii) Aggregate Data, (iii) Feedback (as defined below), (iv) configured workflows for the Luminai Platform identified in an Order Form, (v) Insights, and (vi) all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
• Reservation of Rights.  Subject to the limited rights expressly granted hereunder, Company reserves and, as between the Parties will solely own, the Luminai IP and all rights, title and interest in and to the Luminai IP and the Luminai Platform, including all AI models and AI systems.  No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
• Feedback. From time to time, Customer or its employees, contractors, or representatives may provide Company with suggestions, comments, feedback or the like with regard to the Luminai Platform and other Services (collectively, “Feedback”). Customer hereby grants Company a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Company’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Luminai Platform, Services and Luminai’s other products and services.
• CUSTOMER CONTENT
• Ownership. Company acknowledges that, as between the Parties, Customer owns all Intellectual Property Rights to all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided by or on behalf of Customer through the Services or to Company in connection with Customer’s use of the Services hereunder other than Aggregate Data and any other information, data, data models, content or materials owned or controlled by Company and made available through or in connection with the Services (“Customer Content”).
• License. Customer hereby grants Company a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Content solely for the purpose of hosting, operating, improving and providing the Services and Company’s other related products, services and technologies during the Term and to generate Aggregate Data and Insights. 
• Rights and Compliance. Customer represents and warrants that: (i) it has obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Content (including any personal data provided or otherwise collected pursuant to Customer’s privacy notice) as contemplated by this Agreement; (ii) Company’s use, provision, transmission, display or storage of the Customer Content in accordance with this Agreement will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between Customer and any third party.
• PAYMENT OF FEES AND BILLING
• Fees. Customer will pay Company the fees described in each Order Form (collectively, the “Fees”). All Fees are non-refundable and neither Party will have the right to set off, discount or otherwise reduce or refuse to pay any amounts due to the other Party under this Agreement. If Customer’s use of the Services exceeds the Services capacity or Licensed Volume set forth on the applicable Order Form, Customer agrees to pay for such excess usage as described in such Order Form. Company reserves the right to change the Fees at any time upon thirty (30) days prior notice to Customer (which may be sent by email), provided that these changes will not go into effect until the end of the then-current Services Term. 
• Invoices and Payment Methods. Payments due to Company hereunder must be made in U.S. dollars by check, wire transfer of immediately available funds to an account designated by Company. Except as otherwise provided in the relevant Order Form, Company will bill Customer annually via invoice and Customer will pay the full amount set forth on any such invoice no later than thirty (30) days after the date of the invoice. If Customer disputes any invoice, Customer must contact Company no later than thirty (30) days after the invoice date and the Parties agree to attempt to resolve such dispute in good faith. Billing inquiries should be directed to billing@luminai.com. All unpaid and undisputed amounts past due are subject to late charges that accrue at the rate of 1.5% per month, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension or termination of Services. 
• Taxes. Customer shall be responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Company hereunder, other than U.S. taxes based on Company’s net income. Without limiting the foregoing, if Customer is required to deduct or withhold any taxes from the amounts payable to Company hereunder, Customer will pay an additional amount, so that Company receives the amounts due to it hereunder in full, as if there were no withholding or deduction.
• TERM AND TERMINATION
• Services Term. The term of each Order Form issued pursuant to these Terms shall commence on the effective date specified in such Order Form (or the date the Services is made available for access by Customer, if earlier) and shall continue for the period specified in such Order Form (“Services Term”), unless earlier terminated in accordance with such Order Form or these Terms. Each Services Term shall automatically renew at the end of the then-current Services Term in accordance with the terms specified in the applicable Order Form, unless either Party notifies the other Party in writing at least thirty (30) days prior to the renewal date of its intention not to renew.
• Term of the Agreement. This Agreement is effective as of the Effective Date and shall continue in full force and effect until the termination or expiration of the last Order Form issued pursuant to these Terms. 
• Termination. Either Party may terminate an Order Form or this Agreement if the other Party materially breaches the terms set forth herein or in the applicable Order Form and fails to remedy such breach within thirty (30) days after written notice thereof from the non-breaching Party.
• Effect of Termination; Survival. The termination or expiration of an Order Form does not terminate the Agreement or any other Order Form, unless also terminated in accordance with its respective terms.  Upon the termination or expiration of these Terms, (i) all active Order Forms are also terminated, (ii) all rights granted hereunder shall terminate in full and without notice and Customer shall immediately cease use of the Services, and (iii) Customer will return or destroy, at Company’s sole option, all Company Proprietary Information in its possession or control, including permanent removal of such Company Proprietary Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer’s possession or under Customer’s control, and at Company’s request, certify Customer’s compliance in writing. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund. This Section 6.4 and Sections 1.4, 2, 3, 7.3, 8, 9, and 11 shall survive any termination or expiration of this Agreement.
• Suspension. Notwithstanding anything provided in this Agreement to the contrary, Company may suspend Customer or any Authorized User’s access to the Services if Company believes that (i) there is a significant threat to the functionality, security, integrity or availability of the Services or any content or data in the Services; or (ii) Customer or any Authorized User is using the Services to commit an illegal act or in violation of this Agreement.  In the event Company suspends Customer access to the Services, Company will undertake commercially reasonable efforts to provide Customer with advance notice of such suspension, except in the event of an emergency (to be determined at the reasonable discretion of Company) or if Company is prevented from providing advance notice by law or other legal process. Any suspension under this Section 6.5 shall not excuse Customer from an obligation to make payments under as provided in this Agreement or the applicable Order Form.
• REPRESENTATIONS AND LIMITED WARRANTIES; DISCLAIMER
• Mutual Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of such Party and have been duly authorized by all necessary corporate action on the part of such Party, and constitute a valid and binding agreement of such Party. 
• Additional Representations of Company. During the applicable Services Term and subject to Section 1.3, Company shall use commercially reasonable efforts consistent with prevailing industry standards to maintain the Luminai Platform in a manner designed to minimize errors and interruptions in the Luminai Platform.  Company further represents and warrants that it will not knowingly include in the software aspects of the Luminai Platform and Services provided to Customer hereunder, any computer code or other computer instructions, devices or techniques, including without limitation those known as disabling devices, trojans, or time bombs, that intentionally disrupt, disable, harm, infect, defraud, damage, or otherwise impede in any manner, the operation of Customer’s network, computer program or computer system or any component thereof, including its security or user data.  
• Disclaimers. 
• EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 7 AND SECTION 1.3, (I) LUMINAI PROVIDES THE LUMINAI IP, LUMINAI PLATFORM AND SERVICES “AS IS” AND ON AN “AS AVAILABLE” BASIS, AND (II) LUMINAI MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER, ITS AUTHORIZED USERS OR ANY OTHER PARTY REGARDING THE LUMINAI IP, LUMINAI PLATFORM OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LUMINAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE LUMINAI IP, LUMINAI PLATFORM AND SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, LUMINAI DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED UNINTERRUPTED OR ERROR FREE OR MEET CUSTOMER’S REQUIREMENTS; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.
• GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE LUMINAI PLATFORM AND SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS DUPLICATIVE, INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE, OR IT MAY HALLUCINATE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT MAY BE DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE INPUT PROVIDED AND CUSTOMER’S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, COMPANY WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT OR THE USE OF OUTPUT.
• INDEMNIFICATION
• Company Indemnification. Company shall defend Customer against any claim, suit or proceeding brought by a third-party (“Claims”) alleging that Customer’s access and use of the Services infringes or misappropriates such third party’s U.S. patent or any copyright or misappropriation of any trade secret, and will indemnify and hold harmless Customer against any damages, losses, liabilities, settlements and expenses (including reasonable litigation costs and attorneys’ fees) (“Losses”) awarded against Customer or agreed in settlement by Company resulting from such Claim. The foregoing obligations do not apply if the underlying Claim arises from or as a result of (i) portions or components of the Service (A) not supplied by Company, (B) made in whole or in part in accordance with Customer specifications, (C) that are modified after delivery by Company, or (D) combined with other products, processes or materials where the alleged infringement relates to such combination, (ii) Customer’s breach of this Agreement, negligence, willful misconduct or fraud, (iii) any Customer Content, or (iv) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.  
• IP Remedies. If Company reasonably believes the Services (or any component thereof) could infringe any third party’s Intellectual Property Rights, Company may, at its sole option and expense (i) replace or modify the Service or any component or part thereof to be non-infringing, (ii) obtain for Customer a license to continue using the Service, or (iii) if neither of the foregoing is commercially practicable, terminate this Agreement (in its entirety or with respect to the affected component) and Customer’s rights hereunder immediately upon written notice to the Customer.  In the event of any such termination, Company will provide Customer a refund of any prepaid, unused Fees for the Service. The rights and remedies set forth in this Section 8 will constitute Customer’s sole and exclusive remedy for any infringement or misappropriation of Intellectual Property Rights in connection with the Services.
• Customer Indemnification. Customer shall defend Company against Claims that arise from (i) any Customer Content, including, without limitation, (A) any Claim that the Customer Content infringe, misappropriate or otherwise violates any third party’s Intellectual Property Rights or privacy or other rights; or (B) any Claim that the use, provision, transmission, display or storage of Customer Content violates any applicable law, rule or regulation; (ii) any of Customer’s products or services; and (iii) use of the Services by Customer or its Authorized Users in a manner that is not in accordance with this Agreement, including, without limitation, any breach of the license restrictions in Section 1.4 and in each case, will indemnify and hold harmless Company against any Losses incurred by Company or agreed in settlement by Customer resulting from such Claim.
• Indemnification Procedures.  The Party seeking defense and indemnity (the “Indemnified Party”) will promptly (and in any event no later than thirty (30) days after becoming aware of facts or circumstances that could reasonably give rise to any Claim) notify the other Party (the “Indemnifying Party”) of the Claim for which indemnity is being sought, and will reasonably cooperate with the Indemnifying Party in the defense and/or settlement thereof. The Indemnifying Party will have the sole right to conduct the defense of any Claim for which the Indemnifying Party is responsible hereunder (provided that the Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written approval unless the settlement is for a monetary amount, unconditionally releases the Indemnified Party from all liability without prejudice, does not require any admission by the Indemnified Party, and does not place restrictions upon the Indemnified Party’s business, products or services).  The Indemnified Party may participate in the defense or settlement of any such Claim at its own expense and with its own choice of counsel or, if the Indemnifying Party refuses to fulfill its obligation of defense, the Indemnified Party may defend itself and seek reimbursement from the Indemnifying Party.
•     LIMITATION OF LIABILITY
• Exclusion of Damages. EXCEPT FOR (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS OR SECTION 1.4, OR (IV) A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 8, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO OTHER PARTY FOR  FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS AND/OR BUSINESS INTERRUPTION, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, WHETHER FORESEEABLE OR NOT, ARISING OUT OF THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  
• Total Liability. EXCEPT FOR (I) ANY INFRINGEMENT BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILFUL MISCONDUCT BY EITHER PARTY, (III) BREACH OF CUSTOMER’S PAYMENT OBLIGATIONS OR SECTION 1.4, OR (IV) A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 8, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING A CLAIM. 
• Basis of the Bargain. THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 9 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND CUSTOMER, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.
• PUBLICITY
• Trademarks. Customer hereby grants Company a limited, non-exclusive, royalty-free license to use and display Customer’s name, designated trademarks and associated logos (the “Customer Marks”) during the Services Term in connection with (i) the hosting, operation and maintenance of the Services; and (ii) Company’s marketing and promotional efforts for its products and services, including by publicly naming Customer as a customer of Company and in case studies. All goodwill and improved reputation generated by Company’s use of the Customer Marks inures to the exclusive benefit of Customer.  Company will use the Customer Marks in the form stipulated by Customer and will conform to and observe such standards as Customer prescribes from time to time in connection with the license granted hereunder.
• MISCELLANEOUS
• Entire Agreement. The Parties acknowledge that these Terms, together with all Order Forms issued pursuant hereto, is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. In the event of any conflict or inconsistency between an Order Form and these Terms, these Terms shall prevail unless the Order Form expressly states that it will supersede these Terms with respect to any particular provision.  Any terms and conditions in any purchase order or other ordering document issued by Customer that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by the Parties and will be deemed null and of no effect.
• Waiver.  Either Party’s failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver. 
• Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 
• Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a third party that succeeds to all or substantially all of the assigning Party’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns. 
• Relationship of the Parties. The relationship between the Parties is that of independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. 
• Costs and Attorneys’ Fees. In any action or proceeding to enforce rights under these Terms, the prevailing Party will be entitled to recover costs and attorneys’ fees. 
• Notices. All notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. All notices delivered hereunder shall be sent to the addresses and contacts specified by each Party in the Initial Order Form r to such other address as may be specified by the relevant Party to the other Party in accordance with this Section.  
• Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. The federal and state courts sitting in San Francisco, California, U.S.A. will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of these Terms.
• Equitable Relief. Each Party agrees that a breach or threatened breach by such Party of any of its obligations under Section 2 or, in the case of Customer, Section 1.4, would cause the other Party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other Party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.
• Force Majeure. Neither Party will be responsible for any failure or delay in the performance of its obligations under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot or acts of God.
• Subcontracting.  Company may use subcontractors, and other third-party providers (“Subcontractors”) in connection with the performance of its own obligations hereunder as it deems appropriate; provided that Company remains responsible for the performance of each such Subcontractor. Notwithstanding anything to the contrary in this Agreement, with respect to any third-party vendors including any hosting (e.g. AWS) or payment vendors (e.g. PayPal), Company will use commercially reasonable efforts to guard against any damages or issues arising in connection with such vendors, but will not be liable for the acts or omissions of such third-party vendors except to the extent that it has been finally adjudicated that such damages or issues are caused directly from the gross negligence or willful misconduct of Company.
• Export Regulation. Customer affirms that it is not named on, owned by, or acting on behalf of any U.S. government denied-party list and it agrees to comply fully with all relevant export control and sanctions laws and regulations of the United States (“Export Laws”) to ensure that neither the Services, software, any Customer Content, nor any technical data related thereto is: (i) used, exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical or biological weapons proliferation, missile systems or technology or restricted unmanned aerial vehicle applications. Customer will complete all undertakings required by Export Laws, including obtaining any necessary export license or other governmental approval.
• No Third-Party Beneficiaries. No provision of these Terms is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their respective successors and assigns.

General Services Level Support Terms to Luminai Enterprise Agreement

Last Updated: March 26, 2026

1. DEFINITIONS.

“Available” or “Availability” means that the Luminai Platform is available to Customer for use.

“Outside Factors” means downtime caused by: circumstances beyond Company’s control, including without limitation, events of force majeure pursuant to Section 11.10 of the Terms, general internet outages or other computer and telecommunications failures and delays not within Company’s control; failure of Customer’s infrastructure or connectivity or Customer-controlled third-party systems; Customer’s misuse of the Luminai Platform or failure to adhere to Company’s policies, procedures or required configurations for the Luminai Platform; delays or unavailability due to third-party providers, including issues related to external applications or third-party AI services and models; beta, trial or other pre-release versions or features of the Luminai Platform; and network intrusions or denial-of-service attacks.

“Possible Available Uptime” means possible hours of Availability in the month (based on Standard Services Availability Hours) minus any Scheduled Downtime and downtime caused by Outside Factors during the month.

“Scheduled Downtime” means: (1) every Thursday between 9:00 p.m. and 3:00 a.m. Pacific Time and (2) other time scheduled by Company from time to time as reasonably necessary for maintenance, updating, or repair of the Luminai Platform and related services. Company shall use commercially reasonable efforts to minimize the effects of such Scheduled Downtime on Customer’s regular business operations to the extent practicable.

“Standard Services Availability Hours” means every day, 24 hours per day, but not including Scheduled Downtime.  

“Unscheduled Downtime” means any time during Standard Services Availability Hours when the entirety of the Luminai Platform is not Available, other than Scheduled Downtime and downtime caused by Outside Factors. For clarity, any unavailability of the Luminai Platform due to the removal or blocking of Customer Content by Company in accordance with the Terms shall not be deemed “Unscheduled Downtime” under this Service Level Agreement.

“Uptime” means the time when the Services are Available, excluding Scheduled Downtime and downtime caused by Outside Factors.

2. SERVICE AVAILABILITY.

2.1 Up-Time.  The Company shall ensure that the Luminai Platform will, subject to the exceptions listed in this Exhibit, have an Uptime SLA Percentage, exclusive of Scheduled Downtime and downtime caused by Outside Factors,      99     % of the time during any full calendar month (“Uptime SLA Percentage”).  

The Uptime SLA Percentage of the Luminai Platform for a given month will be calculated as follows (rounded to the nearest one tenth of one percent): 

Luminai shall use reasonable efforts to provide advance notice by email or other reasonable method of any scheduled service disruption.  

2.2 Service Level Termination Event.  If the Uptime SLA Percentage falls below 97.5% in any three (3) months over a period of twelve (12) months, then Customer has the right to terminate the applicable Order Form without penalty upon thirty (30) days’ prior written notice to Company of its intent to terminate; provided that such notice is given within thirty (30) days of the end of the third month in which such Uptime SLA Percentage was not achieved.   

3. MAINTENANCE.  Luminai will make commercially reasonable efforts to make available to Customer as part of the Luminai Platform, all generally available enhancements, updates and bug fixes to the Luminai Platform.

4. SUPPORT.  Customer may send product support inquiries via email or to the Luminai website 24 hours per day.  Luminai Standard Support Hours are 06:30 to 15:30 Pacific Time Monday through Friday for technical information, technical advice and technical consultation regarding Customer’s use of the Luminai Platform.

5. CUSTOMER SUPPORT LIST.  Upon Luminai’s request, Customer shall provide to Luminai, and keep current, a list of designated contacts and contact information (the “Support List”) for Luminai to contact for support services.  Such Support List shall include (i) the first person to contact for the answer or assistance desired, and (ii) the persons in successively more responsible or qualified positions to provide the answer or assistance desired.

6. CLASSIFICATION OF PROBLEMS.  Luminai shall classify each problem encountered by Customer according to the following definitions and will use reasonable commercial efforts to address the problem in accordance with such classification according to the table below.

SEVERITY LEVELS AND RESPONSE TIMES

ESCALATION PROCEDURE