Terms of Service

1. Agreement to These Terms

These Terms of Service (the "Terms") are a binding legal agreement between you ("you," "your," "User," "Client," "Partner," or "Referrer," as applicable) and Luciint, together with its parents, subsidiaries, affiliates, and divisions and the brands, trade names, and "doing business as" (DBA) names it owns or operates (collectively, "Luciint," "we," "us," or "our"), governing your access to and use of the website at https://luciint.com, any other website, application, store, platform, or tool we own or operate under any of our brands, trade names, or DBAs, across any industry, and any related sites, applications, and tools (collectively, the "Site"), and any software design, development, maintenance, consulting, or related services we provide (the "Services").

BY ACCESSING OR USING THE SITE, BY CLICKING "I AGREE," BY CREATING AN ACCOUNT, BY SUBMITTING AN INQUIRY OR APPLICATION, OR BY ENGAGING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SITE OR THE SERVICES.

These Terms contain a mandatory, binding individual arbitration provision and a class-action and jury-trial waiver in the section titled "Binding Arbitration; Class-Action Waiver." Please read it carefully — it affects your legal rights.

A specific engagement may be governed by an additional written statement of work, order form, master services agreement, or partner agreement (each, an "Engagement Agreement"). If an Engagement Agreement conflicts with these Terms, the Engagement Agreement controls for that engagement only.

2. Definitions

• "Services" means any work, deliverable, support, hosting facilitation, consultation, or other service we provide, whether through the Site, an Engagement Agreement, or otherwise.
• "Deliverables" means the custom work product we create specifically for you under an Engagement Agreement.
• "Background IP" means all software, code, tools, libraries, frameworks, templates, methodologies, know-how, and other materials we own or license that pre-exist an engagement or are developed independently of it.
• "Partner" means a business that participates in our Authorized Dealer / Partner Program. "End Client" means a Partner's own customer.
• "Content" means all text, graphics, designs, logos, code, and other material made available on or through the Site.
• "Our Brands" means Luciint and every other brand, trade name, label, division, store, or "doing business as" (DBA) name that we own or operate, across any industry, together with the websites, applications, and properties operated under them. These Terms apply to all of them, and any reference to "Luciint," "we," "us," or "our" includes the specific brand or entity through which you access the Site or engage the Services.

3. Our Brands, Trade Names, and Affiliates

Luciint operates a family of brands across multiple industries. In addition to the Luciint brand, we own and operate other brands, trade names, labels, stores, and "doing business as" (DBA) names, each of which may have its own website, application, or storefront. These Terms govern your access to and use of every one of those properties and the Services offered through them, whether or not the Luciint name appears on the property you are using.

Unless a particular property or Engagement Agreement clearly identifies a different contracting entity, the entity you contract with is Luciint or the affiliate that owns or operates the relevant brand, and all of the rights, licenses, disclaimers, limitations of liability, indemnities, releases, and dispute-resolution provisions in these Terms run to the benefit of Luciint, that entity, and each of our parents, subsidiaries, affiliates, and the brands, trade names, and DBAs we own or operate.

We may create, acquire, add, rename, rebrand, combine, transfer, or discontinue any brand, trade name, DBA, or property at any time and in our sole discretion. Naming or omitting a brand in these Terms does not expand or limit the protections set out here, which apply to every property we own or operate, whether or not it is specifically named.

4. Eligibility and Authority

You must be at least 18 years old and capable of forming a binding contract to use the Site or Services. The Site and Services are not directed to children under 13, and we do not knowingly collect their personal information.

If you accept these Terms or engage the Services on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity, and "you" refers to both you and that entity.

You represent that you are not located in, and are not a national of, any country or on any list that would make your use of the Site or Services unlawful under applicable export-control or sanctions laws.

5. The Services

Luciint provides software design, development, maintenance, and related professional services, and operates a marketing website describing those services. The scope, fees, timeline, and specific terms of any engagement are set out in the applicable Engagement Agreement.

Any timelines, estimates, roadmaps, or projections we provide are good-faith estimates only and are not guarantees. Software development is iterative and subject to change based on requirements, third-party dependencies, and your timely cooperation and input.

We may use subcontractors, independent contractors, and third-party tools, platforms, and services to perform the Services. We remain responsible for the Services performed on our behalf, subject to these Terms.

6. Changes to the Site and Services

We are continuously developing the Site and the Services and may, at any time and in our sole discretion, add, modify, update, suspend, discontinue, or remove any feature, functionality, component, content, or aspect of the Site or the Services, in whole or in part, including prices and fees on a going-forward basis. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCIINT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE SITE OR THE SERVICES OR ANY PART OF THEM. Where a change materially reduces core functionality of an active paid engagement, your remedy, if any, is as set out in the applicable Engagement Agreement.

7. Beta and Pre-Release Features

From time to time we may offer features, deliverables, or services identified as alpha, beta, preview, pilot, evaluation, or early access ("Pre-Release Features"). Pre-Release Features are provided "AS IS" and "AS AVAILABLE," may be incomplete, unstable, or changed or withdrawn at any time without notice, and are not subject to any service levels, support commitments, or warranties of any kind. You use Pre-Release Features at your own risk, and the disclaimers and limitations of liability in these Terms apply to them in full.

8. Artificial Intelligence Features and Output

The Site, the Services, or the Deliverables may use, incorporate, or rely on artificial-intelligence or machine-learning technologies, which may generate text, code, designs, recommendations, or other output ("AI Output"). AI Output is generated probabilistically and may be inaccurate, incomplete, outdated, biased, or otherwise unsuitable, and may not be unique to you. To the maximum extent permitted by law, we do not warrant the accuracy, reliability, originality, non-infringement, or fitness for any purpose of any AI Output.

You are solely responsible for reviewing, testing, and validating any AI Output before relying on, publishing, or deploying it, and for ensuring that your use of AI Output complies with applicable law and any applicable third-party terms. You assume all risk arising from your use of AI Output.

9. No Professional Advice

The Site, the Services, the Deliverables, and any related content and communications are provided for general business purposes only and do not constitute legal, financial, tax, accounting, regulatory, security-compliance, medical, or other professional advice, and are not a substitute for advice from a qualified professional licensed in your jurisdiction. You are responsible for obtaining your own professional advice and for any decision you make or action you take based on the Site, the Services, or the Deliverables.

10. Your Responsibilities and Cooperation

The Services depend on your timely cooperation. You agree to provide, promptly and in a usable form, all content, materials, credentials, access, decisions, approvals, feedback, and points of contact reasonably necessary for us to perform, and to designate a representative with authority to make decisions and grant approvals on your behalf.

You are responsible for the accuracy, completeness, and legality of the information, requirements, and materials you provide, and for independently evaluating and testing any Deliverable in your own environment before relying on it in production. You are responsible for obtaining and maintaining the hardware, software, third-party accounts, network access, and licenses needed to use the Deliverables, unless an Engagement Agreement states that Luciint will provide them.

DELAYS AND DEPENDENCIES. Any deadline, timeline, or estimate is conditioned on your meeting your responsibilities. To the maximum extent permitted by law, we are not responsible for any delay, additional cost, or failure to perform caused, in whole or in part, by your delay, your inaccurate or incomplete information, your failure to provide access or approvals, or a third-party dependency outside our control. If your delay or change in requirements increases the time or cost of an engagement, we may adjust the schedule and fees accordingly, and any resulting idle time may be billable as set out in the applicable Engagement Agreement.

11. Authorized Dealer / Partner Program; Relationship of the Parties

Our Authorized Dealer / Partner Program allows a Partner to offer software development to its own End Clients, often under a co-branded arrangement, while Luciint designs, builds, and supports the underlying software. Participation is by application or invitation and is subject to any separate partner agreement.

INDEPENDENT CONTRACTORS. The relationship between you and Luciint is solely that of independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties. Neither party has any authority to bind the other, to make commitments on the other's behalf, or to create any obligation, express or implied, on behalf of the other.

PARTNER IS SOLELY RESPONSIBLE TO ITS END CLIENTS. A Partner contracts with its End Clients in its own name and on its own behalf. Luciint has no contractual relationship with, and assumes no liability, warranty, or obligation to, any End Client. The Partner is solely responsible for its own pricing, representations, warranties, support commitments, guarantees, and conduct toward its End Clients, including any commitment that exceeds what Luciint provides to the Partner.

Any right to use Luciint names, marks, or co-branding is a limited, revocable, non-exclusive license granted only for the purpose of the Program and subject to any brand guidelines we provide. No other trademark or goodwill rights are conveyed, and all goodwill from such use inures to the owner of the mark.

NO CIRCUMVENTION; NON-SOLICITATION. During participation in the Program and for twelve (12) months afterward, a Partner will not, directly or indirectly, attempt to circumvent Luciint by contracting with, or providing through another vendor, any production, development, or support service that Luciint provides under the Program for the same End Client engagement, nor solicit for employment or engagement any Luciint personnel or subcontractor who was involved in the Program, except through a general public job posting not targeted at them. This section does not restrict either party from doing business with the general public.

The Partner shall defend, indemnify, and hold Luciint harmless from and against any claim brought by an End Client or third party arising from the Partner's representations, commitments, pricing, or conduct, as further described in the "Indemnification" section.

12. Commissions and Referral Fees

Where we offer a Partner, dealer, affiliate, or referrer (each, a "Referrer") the opportunity to earn a commission or referral fee, we want that to be simple and fair on both sides. The terms below explain how those amounts are calculated, when they become payable, and how the program is administered.

WHEN A COMMISSION IS EARNED. A commission or referral fee becomes earned and payable only once all applicable conditions have been met. Those conditions include, at minimum, that: (a) the referred customer has entered into a qualifying agreement; (b) the corresponding fees have been paid in full, have cleared, and are no longer subject to any refund, credit, chargeback, or dispute; (c) the referral was genuine, accurate, and made in compliance with these Terms and applicable law; and (d) the Referrer is in good standing and not in breach. Until every applicable condition is satisfied, no commission or fee is earned, accrued, vested, or owing, and any preliminary figure shown is an estimate only.

RATES AND STRUCTURE. We set the commission and referral rates, tiers, eligibility criteria, and payout structure, and we may update them from time to time on a going-forward basis. The rate that applies to any commission is the rate in effect when that commission becomes earned under the conditions above. Changes do not affect commissions already fully earned and payable.

ADJUSTMENTS, REVERSALS, AND RECOUPMENT. Because qualifying events can change after the fact, we may delay, recalculate, set off, or recover any amount that was paid before it was fully earned, paid in excess of what was earned, or attributable to a transaction that is later refunded, reversed, charged back, cancelled, disputed, or found to be ineligible, inaccurate, duplicative, self-referred, or non-compliant. Amounts that are not yet earned may be held until the applicable conditions are met or determined not to apply.

PAYMENT ADMINISTRATION. We may set a minimum payout threshold, a regular payment schedule, and reasonable verification, tax-documentation, and anti-fraud requirements, and may consolidate, defer, or decline payments that do not meet them. Participation in any commission or referral arrangement is an opportunity, not a guarantee of income, and does not entitle any person to any particular volume of referrals, conversions, customers, or earnings.

END OF ELIGIBILITY. If the relationship, the program, or a Referrer's participation ends for any reason, eligibility to earn further commissions ends as of that date, and only amounts that were already fully earned and payable under the conditions above — if any — remain due. As described under "Term, Suspension, and Termination," no person has any claim to anticipated, future, or lost commissions.

13. Accounts and Security

If the Site offers account registration, you are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You agree to provide accurate, current, and complete information and to keep it updated.

You must notify us promptly of any unauthorized use or suspected breach of security. We are not liable for any loss arising from unauthorized use of your account.

DATA AND BACKUPS. You are solely responsible for maintaining your own backups of any data, content, and materials you provide to us or store in connection with the Site or Services. While we use commercially reasonable measures to protect data in our possession, we do not guarantee against loss, and, to the maximum extent permitted by law, we are not responsible for any loss, corruption, or unavailability of data, however caused. You agree not to provide us with any data that you are not permitted to share, and not to store sensitive categories of data (such as payment card, health, or government-identifier information) on or through the Services except as expressly agreed in writing.

14. Fees, Invoicing, Taxes, and Chargebacks

Fees for the Services are set out in the applicable Engagement Agreement. Unless stated otherwise, all fees are due on the dates specified, are stated exclusive of taxes, and are non-refundable to the maximum extent permitted by law. You are responsible for all applicable sales, use, and similar taxes other than taxes on our net income.

Deposits and prepaid fees are earned upon receipt and are non-refundable except as required by law or as expressly stated in an Engagement Agreement. We may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection (including attorneys' fees).

We may suspend or stop work, and may withhold delivery of Deliverables, while any amount is overdue. As described under "Ownership of Deliverables," ownership of Deliverables does not transfer until all fees due are paid in full.

You agree not to initiate a chargeback, payment dispute, or reversal for Services properly rendered. Initiating such a dispute in bad faith is a breach of these Terms, and you agree to reimburse us for any resulting fees and reasonable costs of response.

If any Services are offered on a recurring or subscription basis, the renewal terms, billing cycle, and cancellation method will be disclosed at sign-up, and you may cancel as described there.

15. Intellectual Property in the Site

The Site and all Content, including its design, text, graphics, logos, software, and the selection and arrangement thereof, are owned by Luciint or its licensors and are protected by copyright, trademark, and other laws. The Luciint name and logo are our trademarks; you may not use them without our prior written permission.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your personal or internal business purposes. All rights not expressly granted are reserved. You may not copy, modify, distribute, sell, lease, reverse engineer, scrape, or create derivative works from any part of the Site or Content except as expressly permitted.

16. Ownership of Deliverables; Background IP

BACKGROUND IP. All Background IP remains the sole and exclusive property of Luciint. To the extent any Background IP is incorporated into a Deliverable, we grant you a non-exclusive, non-transferable, worldwide license to use that Background IP solely as part of, and to the extent necessary to use, the Deliverable. We retain the right to use and reuse general skills, know-how, ideas, concepts, and techniques developed in the course of an engagement.

THIRD-PARTY AND OPEN-SOURCE COMPONENTS. Deliverables may incorporate third-party or open-source components that are licensed, not assigned, and remain subject to their own license terms. You are responsible for complying with those terms.

ASSIGNMENT UPON PAYMENT. Upon our receipt of full payment of all fees due under the applicable Engagement Agreement, we assign to you our right, title, and interest in the custom Deliverables created specifically for you, excluding Background IP and third-party/open-source components. Until full payment is received, all Deliverables and work product remain our sole property, and any use of them is unlicensed.

ACCEPTANCE OF DELIVERABLES. Unless an Engagement Agreement sets a different process, you will have ten (10) business days from delivery of a Deliverable (the "Review Period") to inspect it and notify us in writing of any material non-conformity with the agreed written specification. If you do not provide such notice within the Review Period, or if you use the Deliverable in production or in your business, the Deliverable is deemed accepted. Your sole remedy for a Deliverable that materially fails to conform to its written specification, and that you report within the Review Period, is that we will use commercially reasonable efforts to correct the reported non-conformity within a reasonable time. Cosmetic items, change requests, and features outside the agreed written specification are new work and may be quoted separately.

Unless an Engagement Agreement says otherwise, you grant Luciint a non-exclusive, royalty-free right to identify you as a client and to display non-confidential Deliverables in our portfolio and marketing.

17. Your Materials and License to Us

You retain ownership of the content, data, trademarks, and materials you provide to us ("Your Materials"). You grant us a non-exclusive, worldwide, royalty-free license to use, host, copy, modify, and display Your Materials solely as necessary to provide the Services.

You represent and warrant that you own or have all rights necessary to provide Your Materials and that our use of them as contemplated will not infringe or violate any third-party right or any law.

FEEDBACK. If you send us any suggestions, ideas, feature requests, or other feedback about the Site, the Services, or our Deliverables ("Feedback"), you grant Luciint a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit that Feedback for any purpose, without any obligation or compensation to you. We are not required to keep Feedback confidential.

18. Acceptable Use

You agree not to, and not to permit any third party to:

• use the Site or Services in violation of any applicable law or regulation;
• infringe or misappropriate any intellectual property or other right of any person;
• upload or transmit any malware, or attempt to gain unauthorized access to any system, account, or data;
• reverse engineer, decompile, scrape, or use automated means to access the Site except as expressly permitted;
• interfere with or disrupt the integrity or performance of the Site or Services, or impose an unreasonable load on our infrastructure;
• resell, sublicense, or commercially exploit the Site or Services except under the Partner Program or as expressly authorized; or
• impersonate any person or misrepresent your affiliation with any person or entity.

We may investigate any suspected violation and may suspend or terminate access, and report conduct to law enforcement, as we reasonably deem appropriate.

19. Lawful Use; Compliance; Restricted and High-Risk Uses

LAWFUL USE; YOU ARE RESPONSIBLE FOR YOUR USE. You are solely responsible for your use of, and for all activity conducted through, the Site, the Services, and any Deliverables or software we provide, including use by your personnel, contractors, customers, and end users. You agree to use them only for lawful purposes and in compliance with these Terms and all applicable laws, rules, and regulations.

THE DELIVERABLES ARE TOOLS; MISUSE IS NOT OUR RESPONSIBILITY. The Deliverables and software are tools delivered to you. Once delivered, you control how they are configured, hosted, deployed, operated, modified, and used, and by whom. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCIINT IS NOT RESPONSIBLE OR LIABLE FOR, AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM, ANY USE OF THE DELIVERABLES, SOFTWARE, SITE, OR SERVICES BY YOU, YOUR PERSONNEL, YOUR CUSTOMERS, OR ANY END USER THAT IS UNLAWFUL, INFRINGING, FRAUDULENT, DECEPTIVE, HARMFUL, OR OTHERWISE IN BREACH OF THESE TERMS OR APPLICABLE LAW, AND FOR ANY CONTENT, DATA, PRODUCT, OR CONDUCT THAT YOU OR THEY CREATE, TRANSMIT, COLLECT, SELL, OR ENABLE THROUGH THEM. You assume all risk and responsibility for such use, and you will indemnify the Indemnified Parties for it as described under "Indemnification."

COMPLIANCE; EXPORT; SANCTIONS; ANTI-CORRUPTION. You are solely responsible for determining whether, and for ensuring that, your use of the Deliverables and Services complies with all laws applicable to you and your industry, including data-protection and privacy laws, consumer-protection and marketing laws, intellectual-property laws, accessibility laws, export-control and economic-sanctions laws, and anti-bribery and anti-corruption laws. You will not use, export, re-export, or provide the Deliverables or Services to any person, entity, or country in violation of any such law.

REGULATED DATA. Unless we have expressly agreed otherwise in a signed writing, you will not use the Site, the Services, or the Deliverables to collect, store, transmit, or process data subject to heightened regulatory requirements — including protected health information governed by HIPAA, cardholder data governed by PCI DSS, financial data governed by GLBA, biometric data, government identifiers, or student records governed by FERPA — and, to the maximum extent permitted by law, we have no responsibility or liability arising from any such data you process without our prior written agreement.

HIGH-RISK USES. The Site, the Services, and the Deliverables are not designed or intended for use in hazardous or high-risk environments requiring fail-safe performance — such as life-support, emergency-response, medical, transportation, aviation, nuclear, or other systems in which a failure could lead to death, personal injury, or severe physical or environmental damage. Any such use is at your sole risk, and we disclaim all liability for it to the maximum extent permitted by law.

We may, but are not obligated to, monitor, investigate, and report to law enforcement or other authorities any use we reasonably believe is unlawful or harmful, and we may suspend or terminate access as described under "Term, Suspension, and Termination," without liability and without limiting any other remedy.

20. Third-Party Links and Services

The Site and Services may link to or rely on third-party websites, platforms, APIs, hosting providers, payment processors, and open-source components that we do not control. We do not endorse and are not responsible for their content, policies, availability, security, or practices. Your use of any third-party service is at your own risk and is governed by that third party's terms.

Luciint is not liable for any outage, change, discontinuation, price change, or data practice of any third-party service, including any such event that affects the Site or Services.

21. Confidentiality

Each party may receive non-public information of the other that is designated confidential or that reasonably should be understood to be confidential ("Confidential Information"). The receiving party will use the disclosing party's Confidential Information only to perform under these Terms and will protect it with at least reasonable care.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information if required by law, provided it gives reasonable notice where permitted.

These obligations survive for three (3) years after disclosure, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law.

22. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or Services, you consent to those practices. If you are subject to laws such as the GDPR or CCPA/CPRA, additional rights may apply as described in the Privacy Policy.

23. Disclaimer of Warranties

THE SITE, CONTENT, DELIVERABLES, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUCIINT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

LUCIINT DOES NOT WARRANT THAT THE SITE, SERVICES, OR DELIVERABLES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECT WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.

24. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LUCIINT OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF LUCIINT ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO LUCIINT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR TO DEATH OR PERSONAL INJURY, OR TO ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW. THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND ALLOCATE RISK BETWEEN THE PARTIES AS A MATERIAL BASIS OF THE BARGAIN.

25. Indemnification

You agree to defend, indemnify, and hold harmless Luciint and its officers, directors, employees, contractors, affiliates, and agents (the "Indemnified Parties") from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• your access to or use of the Site or Services;
• your breach or alleged breach of these Terms or any Engagement Agreement;
• Your Materials or any content, data, or instructions you provide;
• any use of the Site, Services, Deliverables, or software by you, your personnel, your customers, or any end user — including any unlawful, infringing, fraudulent, or harmful use, and any content, data, or product created, transmitted, collected, or enabled through them;
• your violation of any law or any right of a third party; and
• for Partners, any representation, commitment, guarantee, or conduct made to, or claim brought by, an End Client or other third party.

We will provide reasonable notice of the claim, may participate in the defense with our own counsel at our expense, and you will not settle any claim in a way that imposes any obligation or admission on an Indemnified Party without that party's prior written consent.

26. Time Limitation on Claims

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, OR THE SERVICES MUST BE FILED OR COMMENCED WITHIN ONE (1) YEAR AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED. Where applicable law does not permit a one-year period to be shortened by agreement, this period is the shortest period permitted by that law.

27. Term, Suspension, and Termination

These Terms apply while you access or use the Site or Services and for any period required to give effect to provisions that survive. An engagement continues for the term stated in its Engagement Agreement.

We may suspend, decline, or end your access to the Site or Services, your participation in any program, or any engagement, in whole or in part, at any time, with or without cause, and with or without notice — for example, for any actual or suspected breach, non-payment, or risk to the Site, the Services, or any person, or simply because we have chosen to stop offering the relevant service. To the maximum extent permitted by law, we are not liable for any suspension, decline, or termination made under this section, and it does not, by itself, give rise to any claim against us. Where the Services are provided to you and you wish to end an engagement, you may do so as set out in the applicable Engagement Agreement.

NO LOST-OPPORTUNITY CLAIMS. Neither the ending of the relationship nor any change to, or discontinuation of, a program or service creates any liability for, and to the maximum extent permitted by law you release and waive any claim to, anticipated, future, projected, or lost commissions, fees, profits, business, customers, or opportunity. Only amounts genuinely earned and payable for Services properly rendered, or for commissions fully earned under the "Commissions and Referral Fees" section, before the effective date of termination remain due.

Upon termination, all fees accrued through the effective date of termination become immediately due, any licenses granted to you that are conditioned on payment or on continued use will terminate, and each party will, on request, return or destroy the other's Confidential Information. Sections that by their nature should survive termination will survive, as listed under "General."

28. Force Majeure

Neither party will be liable for any failure or delay in performance (other than a payment obligation) caused by events beyond its reasonable control, including acts of God, fire, flood, earthquake, war, terrorism, civil unrest, epidemic, pandemic, quarantine, governmental action, labor disputes, internet or utility failures, cyberattacks, or third-party service outages, provided the affected party gives prompt notice and uses reasonable efforts to resume performance.

If a force majeure event continues for more than thirty (30) days, either party may terminate the affected engagement on written notice, without liability for the excused non-performance.

29. Governing Law and Venue

These Terms and any dispute arising out of or relating to them, the Site, or the Services are governed by the laws of the state in which Luciint maintains its principal place of business, and by applicable U.S. federal law, without regard to conflict-of-laws principles, and excluding the U.N. Convention on Contracts for the International Sale of Goods.

Subject to the "Binding Arbitration; Class-Action Waiver" section, the exclusive venue for any permitted court action is the state and federal courts located in the county and state of Luciint's principal place of business, and you consent to personal jurisdiction there and waive any objection based on inconvenient forum.

Nothing in this section deprives a consumer of the protection of any mandatory consumer-protection law of the consumer's place of residence that cannot be derogated from by agreement.

30. Binding Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND LUCIINT TO RESOLVE DISPUTES THROUGH INDIVIDUAL, BINDING ARBITRATION AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

AGREEMENT TO ARBITRATE. Except for the carve-outs below, you and Luciint agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Site, or the Services will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its rules then in effect (the Consumer Arbitration Rules where applicable). The Federal Arbitration Act governs the interpretation and enforcement of this section.

CLASS-ACTION AND JURY WAIVER. ALL CLAIMS MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AND LUCIINT EACH WAIVE ANY RIGHT TO A JURY TRIAL.

CARVE-OUTS. Either party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or other equitable relief in court to protect its intellectual property or Confidential Information. Seeking such relief does not waive the right to arbitrate any other dispute.

30-DAY OPT-OUT. You may opt out of this arbitration agreement by sending written notice of your decision, including your name and the relevant account or engagement, to hello@luciint.com within thirty (30) days of first accepting these Terms. If you opt out, the "Governing Law and Venue" section governs any dispute.

SEAT AND COSTS. The arbitration will take place in the county of Luciint's principal place of business, or by video or telephone where the rules allow, and the arbitrator may award costs and fees as permitted by the applicable rules and law.

POISON-PILL / SEVERABILITY. If the class-action and representative-action waiver above is found unenforceable as to a particular claim, then that claim — and only that claim — will be severed and proceed in court, and the remainder of this arbitration agreement will remain in force. If any other portion of this section is found unenforceable, it will be severed and the rest will remain in effect.

31. Changes to These Terms

We may modify these Terms from time to time. When we do, we will post the revised Terms with an updated "Effective Date." For material changes, we will provide reasonable advance notice, such as by email or a notice on the Site, and, where appropriate, ask you to accept the updated Terms.

Your continued access to or use of the Site or Services after the Effective Date of revised Terms constitutes your acceptance of them. If you do not agree to the changes, you must stop using the Site and Services.

32. Copyright Complaints (DMCA)

We respect intellectual property rights. If you believe content available on or through the Site infringes your copyright, please send a notice to hello@luciint.com that includes: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to be infringed; (c) identification of the allegedly infringing material and its location; (d) your contact information; (e) a statement of good-faith belief that the use is not authorized; and (f) a statement, under penalty of perjury, that your notice is accurate and that you are authorized to act on the owner's behalf.

We may remove allegedly infringing material, notify the party that posted it, and terminate the accounts of repeat infringers in appropriate circumstances.

33. Notices

We may give you notice by email to the address associated with your account or engagement, or by posting on the Site, and such notice is deemed given when sent or posted. You may give us notice at hello@luciint.com, and such notice is deemed given when we receive it.

34. General

Entire Agreement

These Terms, together with the Privacy Policy and any applicable Engagement Agreement, are the entire agreement between you and Luciint regarding the Site and Services and supersede all prior or contemporaneous understandings, representations, and agreements.

Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, the remaining provisions will remain in full force, and a valid provision that most closely matches the intent of the original will be substituted.

No Waiver

Our failure to enforce any right or provision is not a waiver of that or any other right or provision, and any waiver must be in writing to be effective.

Assignment

You may not assign or transfer these Terms or any rights or obligations under them without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights. In particular, and without limiting the Partner section, no End Client or other third party has any right or claim against Luciint under these Terms.

Electronic Communications and Signatures

You consent to receive communications from us electronically, and you agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that they be in writing. You agree that your electronic acceptance of these Terms — including by clicking "I agree," creating an account, submitting a form, or engaging the Services — constitutes your signature and has the same legal effect as a handwritten signature.

Survival

The sections titled Definitions, Your Responsibilities and Cooperation, No Professional Advice, Fees, Commissions and Referral Fees, Intellectual Property in the Site, Ownership of Deliverables, Your Materials and License to Us, Artificial Intelligence Features and Output, Lawful Use; Compliance; Restricted and High-Risk Uses, Confidentiality, Disclaimer of Warranties, Limitation of Liability, Indemnification, Time Limitation on Claims, Term, Suspension, and Termination, Governing Law and Venue, Binding Arbitration, and General survive any termination or expiration of these Terms.

Headings

Headings are for convenience only and do not affect the interpretation of these Terms.

35. Contact Us

Questions about these Terms can be sent to us at hello@luciint.com.