Terms of Service

§1.1These Terms of Service ("Terms") govern your access to and use of the websites, applications, and services provided by Lumoza, Inc. ("Lumoza," "we," "us," or "our").

§1.2By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you may not use the Service.

§1.3If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

§1.4Click-Wrap Consent. You agree to these Terms through a clear, affirmative action (such as clicking "I Agree"). Access to the Service requires such consent to ensure enforceability.

§2.1You must be at least the age of majority in your jurisdiction (or have parental/guardian consent) to use the Service.

§2.2You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.

§2.3You must notify us immediately of any unauthorized access to your account.

§2.4Territorial Restrictions. The Service is controlled from the United States and is not intended for use in jurisdictions where its use is unlawful. Users are responsible for compliance with all applicable local laws.

§3.1Lumoza provides tools to help creators manage and protect their works, including metadata ingestion, proof-of-creation through smart contracts, automated registrations with performing rights organizations ("PROs"), and related features.

§3.2Features may evolve over time and may be modified or discontinued without notice.

§3.3Lumoza does not guarantee royalty collection, PRO acceptance, or any specific financial outcome.

§3.4While we use commercially reasonable efforts to maintain the availability of the Services, we do not guarantee uninterrupted, error-free, or continuous operation. The Services are provided "as is" and "as available," without warranties of uptime or performance unless otherwise agreed in a separate written Service Level Agreement.

§4.1All outputs of Lumoza's AI-powered tools and chat features are provided for informational purposes only. Lumoza makes no representations or warranties regarding the accuracy, completeness, or suitability of any AI-generated output.

§4.2Use of Lumoza's AI or chat features does not constitute legal, financial, medical, or other professional advice. Always consult a qualified professional for advice specific to your situation.

§4.3You retain ownership of the content you submit to the Service ("Input") and outputs generated from your Input, subject to these Terms. By submitting Input, you grant Lumoza a limited, non-exclusive, worldwide, royalty-free license to use the Input and Output solely as necessary to operate, improve, and provide the Service.

§4.4Beta or Preview features are provided "as-is" without warranties and may be modified or discontinued at Lumoza's discretion without notice.

§4.5Lumoza implements commercially reasonable organizational, technical, and administrative measures to protect personal data. No system is 100% secure. You are responsible for safeguarding your credentials. Logs and interaction data may be retained for operational, security, or compliance purposes.

§5.1You retain all ownership rights in the music, recordings, compositions, metadata, artwork, and other materials you submit ("Your Content"). Lumoza does not claim any ownership rights in Your Content.

§5.2You grant Lumoza a limited, non-exclusive, worldwide, royalty-free, revocable license to host, process, and use Your Content solely to provide the Service and features you request.

§5.3This license terminates when you delete Your Content or close your account, except where retention is required by law or necessary for legitimate business purposes.

§5.4Temporary Download & Processing License. You grant Lumoza a non-exclusive, royalty-free license to temporarily download, access, or reproduce your audio or other content for the limited purpose of extracting metadata, creating proofs of creation, or otherwise providing the Service. These temporary copies are deleted promptly after processing.

§5.5Warranties. You represent and warrant that you have all rights necessary to upload and share Your Content, and that Your Content does not infringe or violate the rights of any third party.

§6.1Lumoza enables you to create on-chain records ("smart contracts"), which function as digital proofs of creation and metadata anchors for your works. Unless expressly stated, smart contracts do not transfer or assign any copyright, royalty, or economic rights and are not investment products or promises of value.

§6.2Custodial Model. By default, Lumoza will generate and safeguard private keys associated with smart contracts you create. At your request, Lumoza will either (a) provide you with a copy of your keys (shared custody), or (b) transfer full custody to you and delete our copy.

§6.3If you elect full transfer, you acknowledge sole responsibility for safeguarding your keys. Loss of keys may result in permanent loss of access to your smart contracts.

§6.4Finality and Fees. Blockchain transactions are irreversible once confirmed. You are responsible for any network fees ("gas") and applicable service fees. Such fees are non-refundable once an on-chain action is broadcast or executed.

§6.5Accuracy and Authority. You represent and warrant that you have the rights necessary to anchor Your Content on-chain and that your metadata is accurate.

§6.6No Investment. Smart contracts are not securities, commodities, or investment contracts. Lumoza does not provide investment advice or guarantee value, liquidity, or resale markets.

§6.7Network Risks. Blockchain networks may experience congestion, outages, reorganizations, or forks. Lumoza may determine, in its sole discretion, which network or chain is canonical for the Service and may upgrade or migrate smart-contract deployments accordingly.

§7.1By agreeing to these Terms, you authorize Lumoza to act as your metadata agent for the limited purpose of submitting, updating, and managing registrations with performing rights organizations ("PROs"), where applicable, on your behalf.

§7.2This authorization is further subject to a separate Letter of Direction ("LoD"), which you must expressly accept during onboarding.

§7.3In the event of any conflict, the LoD will govern the scope of agency authority.

§8.1You agree not to: (a) violate any applicable law or third-party rights; (b) upload malware or interfere with the Service's operation; (c) misrepresent ownership of Your Content; or (d) attempt unauthorized access to accounts, data, or systems.

§8.2Lumoza may suspend or terminate accounts that violate these Terms without prior notice.

§9.1Certain features may require payment. Prices, taxes, and billing terms will be disclosed at checkout or in plan details.

§9.2All fees are non-refundable except where required by law or expressly stated otherwise.

§10.1The Service may integrate with third-party platforms (including DAWs, PROs, and blockchain networks). Lumoza is not responsible for third-party services, which are subject to their own terms and privacy policies.

§11.1The Service, including software, designs, trademarks, and content provided by Lumoza, is owned by or licensed to Lumoza and protected by applicable law.

§11.2Except for rights expressly granted in these Terms, all rights are reserved.

§12.1If you provide feedback or suggestions, you grant Lumoza a perpetual, worldwide, royalty-free license to use and incorporate them without restriction or obligation to you.

§13.1You may stop using the Service at any time.

§13.2Lumoza may suspend or terminate your access if you violate these Terms, create risk or legal exposure, or if we discontinue the Service.

§13.3Termination for Cause. Lumoza may suspend or terminate your access if you materially breach these Terms, including but not limited to violation of intellectual property rights, abuse of the platform, or unlawful conduct.

§13.4Provisions intended to survive termination (including ownership, disclaimers, limitations of liability, and indemnification) will survive.

§14.1The Service is provided "AS IS" and "AS AVAILABLE." Lumoza disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

§14.2Lumoza does not guarantee uninterrupted or error-free operation or that smart contracts or registrations will meet your requirements.

§15.1To the maximum extent permitted by law, Lumoza and its affiliates will not be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenues, data, or goodwill.

§15.2In no event will Lumoza's aggregate liability exceed the greater of (a) the amount you paid to Lumoza in the twelve (12) months prior to the event giving rise to liability, or (b) USD $100.

§16.1You agree to indemnify and hold harmless Lumoza and its affiliates from any claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising out of Your Content, your use of the Service, or your violation of these Terms or applicable law.

§17.1These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.

§17.2Dispute Resolution; Arbitration. Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, held in Delaware or via remote hearing.

§17.3You and Lumoza each waive the right to bring or participate in any class or representative action.

§17.4You may opt out of this arbitration agreement by emailing legal@lumoza.io within 30 days of acceptance of these Terms.

§17.5If you reside outside the United States, local laws may apply and certain arbitration provisions may not be enforceable.

§18.1We may modify these Terms from time to time. If changes are material, we will provide notice (e.g., via email or the Service).

§18.2Continued use of the Service after changes are posted constitutes acceptance of the updated Terms.

§19.1If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force.

§19.2Our failure to enforce any right or provision is not a waiver of those rights.

§19.3These Terms constitute the entire agreement between you and Lumoza regarding the Service.

§20.1Questions about these Terms may be directed to legal@lumoza.io.