Terms of Service

1. Acceptance of Terms

By visiting our website, submitting an inquiry, signing a service agreement, or otherwise using any Lumo service, you confirm that you are at least 18 years of age, have the legal authority to enter into binding agreements, and agree to these Terms in their entirety. These Terms form a legally binding agreement between you and Lumo AI Agency LLC.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind such entity to these Terms. In that case, "you" and "your" refer to that entity.

2. Services

2.1 Scope of Services

Lumo provides AI-powered digital marketing services including, but not limited to: search engine optimization (SEO), Google Ads management, Meta Ads management, programmatic advertising, AI automation development, content marketing, web design, and marketing strategy consulting. The specific services provided to any client are governed by the applicable Statement of Work ("SOW") or service agreement executed between Lumo and the client.

2.2 Website Use

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the website for informational purposes and to engage our services. You agree not to:

• Use any automated tool, scraper, bot, or spider to extract data from our website without prior written consent.
• Reproduce, duplicate, copy, sell, or exploit any portion of the website for commercial purposes without our express written permission.
• Attempt to gain unauthorized access to any part of our systems, servers, or networks.
• Transmit any content that is unlawful, harmful, defamatory, infringing, or otherwise objectionable.
• Use the website in any manner that could damage, disable, overburden, or impair its operation.

3. Client Engagements and Service Agreements

3.1 Onboarding

All client engagements commence upon execution of a written service agreement or SOW that specifies the scope of services, deliverables, timelines, and fees. No verbal agreement or informal exchange creates a binding service obligation on Lumo's part.

3.2 Client Responsibilities

To enable Lumo to deliver services effectively, clients agree to:

• Provide timely access to necessary platforms, accounts, credentials, and data (e.g., Google Ads, Google Analytics, Meta Business Suite, CMS access).
• Designate a primary point of contact with authority to approve deliverables and provide feedback.
• Respond to requests for information, approvals, or feedback within three (3) business days unless otherwise specified in the SOW.
• Ensure that all content, assets, and materials provided to Lumo do not infringe any third-party intellectual property rights, and that client has rights to use them.
• Comply with all applicable laws and platform policies in connection with their campaigns and business operations.

3.3 Performance Targets

Any performance projections, benchmarks, forecasts, or targets discussed during the sales process or in proposals are estimates based on historical data and industry benchmarks, not guarantees of specific outcomes. Marketing results depend on many factors outside Lumo's control, including market conditions, competition, platform algorithm changes, and client-side variables. Lumo does not guarantee specific rankings, revenue, or return on ad spend outcomes.

4. Fees and Payment

4.1 Fees

Fees for services are specified in the applicable SOW or service agreement. Fees are denominated in US Dollars (USD) unless otherwise stated. All quoted fees are exclusive of applicable taxes.

4.2 Payment Terms

Unless otherwise agreed in writing, invoices are due net-15 (within 15 days of the invoice date). Monthly retainer fees are billed in advance on the first of each month. Project-based fees may require a deposit (typically 50%) prior to project commencement, with the remainder due upon completion or at milestones specified in the SOW.

4.3 Late Payments

Invoices not paid by the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by Texas law, whichever is lower. Lumo reserves the right to suspend or terminate services if an account is more than 30 days past due, without liability for any resulting interruption of campaigns or loss of performance.

4.4 Taxes

You are responsible for all applicable sales, use, and other taxes arising from the services, except for taxes based on Lumo's net income. If Lumo is required by law to collect and remit taxes on your behalf, such amounts will be added to your invoice.

4.5 Advertising Spend

Advertising platform spend (Google Ads, Meta Ads, etc.) is billed separately and directly to the client's platform accounts. Lumo management fees are charged in addition to ad spend and do not include the cost of media unless explicitly stated in the SOW.

5. Intellectual Property

5.1 Client Materials

You retain all intellectual property rights in content, trademarks, logos, and materials you provide to Lumo. You grant Lumo a non-exclusive, royalty-free license to use such materials solely to perform the agreed services.

5.2 Lumo Work Product

Upon full payment of all fees, Lumo assigns to you all rights, title, and interest in custom deliverables created specifically for your campaigns (such as ad copy, landing pages, and custom creative), excluding Lumo's pre-existing tools, frameworks, templates, AI models, software code, and methodologies ("Lumo IP"). Lumo IP remains the exclusive property of Lumo and you receive no rights therein beyond the right to use the deliverables as intended.

5.3 Website Content

All content on the lumoaiagency.com website — including text, graphics, logos, icons, images, audio clips, and software — is the property of Lumo AI Agency LLC and protected by US copyright law. Unauthorized use is prohibited.

6. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This obligation does not apply to information that is or becomes publicly available without breach of these Terms, was already known to the recipient, or is required to be disclosed by law or court order. Confidentiality obligations survive termination of the engagement for three (3) years.

7. Term and Termination

7.1 Term

These Terms are effective as of your first use of our website or services and continue until terminated. Individual service engagements are governed by the term specified in the applicable SOW.

7.2 Termination by Client

You may terminate a monthly retainer engagement by providing thirty (30) days' written notice. Fees for the notice period remain due and payable. Project-based engagements may be terminated early only as specified in the applicable SOW; any work completed or in progress prior to termination remains billable.

7.3 Termination by Lumo

Lumo may terminate or suspend services immediately upon written notice if: (a) you breach any material provision of these Terms or the service agreement and fail to cure such breach within ten (10) days of notice; (b) you become insolvent or file for bankruptcy; (c) continued performance would require Lumo to violate applicable law; or (d) your account is more than 30 days past due.

7.4 Effect of Termination

Upon termination, Lumo will cease performing services and provide you with any completed deliverables for which payment has been received. All outstanding fees become immediately due and payable. Lumo will provide reasonable transition assistance to ensure continuity of your marketing operations, at its standard hourly rate.

8. Disclaimers and Limitation of Liability

8.1 Disclaimer of Warranties

THE WEBSITE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LUMO DOES NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

8.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LUMO AI AGENCY LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, EVEN IF LUMO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LUMO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO LUMO IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Force Majeure

Lumo shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, internet outages, platform policy changes, government actions, or pandemics.

9. Indemnification

You agree to indemnify, defend, and hold harmless Lumo AI Agency LLC and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the website or services; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) any content or materials you provide to Lumo; or (e) any claim that your content infringes a third party's intellectual property rights.

10. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any dispute arising from these Terms or the services shall first be subject to good-faith negotiation between the parties. If not resolved within thirty (30) days, disputes shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, with the arbitration conducted in Austin, Texas. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

11. Miscellaneous

• Entire Agreement: These Terms, together with any applicable SOW or service agreement, constitute the entire agreement between you and Lumo with respect to the subject matter hereof and supersede all prior agreements.
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure to enforce any right or provision shall not constitute a waiver of such right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without Lumo's prior written consent. Lumo may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Updates: We reserve the right to modify these Terms at any time. Continued use of the website or services after changes are posted constitutes acceptance of the updated Terms. Material changes will be communicated by updating the date at the top of this page.

12. Contact

Questions about these Terms may be directed to: