Terms of Service

Agreement to Terms

By accessing lumina-erp.com or using any Lumina ERP, LLC service (including Lumina AI, Lumina Agents, and Lumina Voice, collectively the "Platform"), you agree to be bound by these Terms of Service and our Privacy Policy.

If you are accepting these terms on behalf of an organization, you represent that you have the authority to bind that organization. If you do not agree, do not use the Platform.

Platform Description

Lumina ERP, LLC provides a B2B AI SaaS platform that helps wholesale and distribution businesses automate operations through artificial intelligence. The Platform includes:

• Lumina AI: Fine-tuned AI models trained on your ERP data to deliver insights, predictions, and recommendations specific to your business.
• Lumina Agents: Autonomous AI workers that execute operational tasks such as purchase order creation, exception handling, demand forecasting, and workflow automation.
• Lumina Voice: An AI-powered phone system with real-time call transcription, intelligent routing, and voice analytics.
• APIs and integrations that connect the Platform to your existing ERP and business systems.

Subscriptions and Billing

Access to the Platform requires an active subscription. Subscriptions are available on monthly or annual billing cycles as described on our pricing page or in your order agreement.

• Monthly subscriptions are billed at the start of each billing cycle and renew automatically unless canceled before the next renewal date.
• Annual subscriptions are billed upfront for the full year and renew automatically unless canceled at least 30 days before the renewal date.
• All fees are quoted and payable in U.S. dollars.
• We may adjust pricing with at least 30 days' written notice before your next renewal period. Continued use after the price change takes effect constitutes acceptance.
• Refunds are not provided for partial billing periods. If you cancel mid-cycle, you retain access through the end of the current paid period.

Data Usage and Model Training

When you connect your ERP data to the Platform, we use that data to train and fine-tune AI models exclusively for your organization.

• Your data is used solely to build and improve your models. It is never shared with, sold to, or used to benefit other customers.
• Each customer's model environment is logically isolated. There is no cross-customer data access or model sharing.
• You may request a full export of your source data at any time through the Platform or by contacting support.
• Aggregated, anonymized usage statistics (such as API call volumes and feature adoption rates) may be used to improve Platform performance and reliability. These statistics never contain identifiable business data.

API Usage

The Platform provides APIs for integration with your systems. API usage is subject to the following terms:

• Rate limits and usage quotas are defined by your subscription tier and documented in the API reference.
• API keys and access tokens are confidential. You are responsible for securing them and for all activity conducted using your credentials.
• Automated access must comply with published rate limits. We reserve the right to throttle or suspend access that degrades service for other users.
• We may update API endpoints with reasonable notice. Breaking changes will be communicated at least 30 days in advance where feasible.

Acceptable Use

You agree to use the Platform responsibly and in compliance with all applicable laws. The following activities are prohibited:

• Using AI models or agents to generate content that is unlawful, fraudulent, deceptive, or harmful.
• Attempting to extract, reverse-engineer, or replicate the underlying architecture, algorithms, or weights of Platform models.
• Submitting data that you do not have the right to process, including data obtained without proper consent or authorization.
• Intentionally introducing malicious data designed to corrupt model training or produce harmful outputs.
• Using the Platform to conduct unauthorized surveillance, profiling, or automated decision-making that affects individuals' legal rights without human oversight.
• Circumventing access controls, rate limits, usage quotas, or security measures.
• Reselling, sublicensing, or providing third-party access to the Platform without written authorization.

Intellectual Property

Ownership is divided clearly between your data and our Platform:

• You own your data. All ERP data, business records, and other content you provide to the Platform remains your property.
• You own the outputs. Insights, reports, forecasts, and other outputs generated by your fine-tuned models belong to you.
• We own the Platform. All source code, algorithms, model architectures, user interfaces, documentation, and pre-trained base models are and remain the intellectual property of Lumina ERP, LLC.
• You grant us a limited, non-exclusive license to process your data solely to provide and improve the Platform services for your account.
• All website content, branding, and design are protected by applicable intellectual property laws.

Confidentiality

Both parties agree to treat confidential information received from the other party with the same degree of care used to protect their own confidential information, and in no event less than reasonable care.

Confidential information includes, but is not limited to, business data, technical specifications, pricing, and non-public product details. It does not include information that is publicly available, independently developed, or rightfully obtained from a third party.

Service Level Commitment

We target 99.9% uptime for the Platform, measured monthly, excluding scheduled maintenance windows.

• Scheduled maintenance will be communicated at least 24 hours in advance and performed during low-traffic periods when possible.
• If Platform availability falls below 99.9% in a calendar month due to causes within our control, affected customers may request a service credit by contacting support within 30 days of the incident.
• This commitment does not apply to outages caused by third-party services, force majeure events, customer-side infrastructure, or misuse of the Platform.

Limitation of Liability

• To the fullest extent permitted by law, our total aggregate liability for all claims arising from or related to the Platform will not exceed the fees you paid during the 12 months preceding the claim.
• We are not liable for indirect, incidental, special, consequential, or punitive damages, including lost profits, lost revenue, business interruption, or loss of data.
• We are not responsible for the accuracy, completeness, or suitability of AI-generated outputs. You are responsible for reviewing and validating any outputs before acting on them.
• We are not liable for issues caused by third-party services, customer-provided data, or use of the Platform outside its documented capabilities.

Indemnification

You agree to indemnify and hold harmless Lumina ERP, LLC, its officers, employees, and agents from any claims, damages, losses, and expenses (including reasonable legal fees) arising from your misuse of the Platform, violation of these terms, infringement of third-party rights, or your failure to comply with applicable laws.

Termination

Either party may terminate the subscription relationship under the following conditions:

• You may cancel your subscription at any time through the Platform or by contacting support. Cancellation takes effect at the end of the current paid billing period.
• We may suspend or terminate your access immediately if you violate these terms, engage in prohibited use, or fail to pay outstanding invoices after notice.
• Upon cancellation or termination, your data and trained models will be available for export for 30 days. After this period, your data will be permanently deleted from our systems.
• Provisions relating to intellectual property, confidentiality, limitation of liability, and indemnification survive termination.

Website Use

• Do not use the site or Platform for unlawful purposes.
• Do not attempt unauthorized access to any part of the site, Platform, or supporting systems.
• Do not interfere with site availability, performance, or security.
• Do not reproduce, distribute, or create derivative works from site content without permission.

Disclaimer of Warranties

The Platform and website are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

AI-generated outputs are probabilistic and may contain errors. We do not warrant that outputs will be accurate, complete, or suitable for any specific purpose. You are responsible for human review of all AI outputs before making business decisions based on them.

Governing Law and Disputes

These terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.

Before initiating formal proceedings, both parties agree to attempt good-faith resolution through direct discussion. If a dispute cannot be resolved within 30 days, either party may pursue resolution in the state or federal courts located in Harris County, Texas.

NVIDIA Inception Program

Lumina ERP, LLC is a member of the NVIDIA Inception Program, which provides access to technology resources and expertise that support Platform development. NVIDIA does not have access to customer data.

Changes to These Terms

We may revise these terms from time to time. Material changes will be communicated via email to account holders at least 30 days before they take effect. Continued use of the Platform after changes take effect constitutes acceptance of the revised terms.

Contact

For questions about these terms:

• Company: Lumina ERP, LLC
• Email: hello@lumina-erp.com
• Mailing Address: 8080 Westpark Drive, Ste 80341, Houston, TX 77063