Terms of Service

• “Services” means the digital product and studio services we provide, which may include web development, graphic design, digital marketing, search engine optimization, artificial intelligence and automation, mobile development, hosting, and related care and maintenance.
• “Deliverables” means the work product, files, designs, code, content, or other materials we create and deliver to you under a given engagement.
• “Proposal” or “Quote” means a written scope of work, estimate, or statement of work provided by us describing the Services, fees, timeline, and other terms of a specific engagement.
• “Engagement” means a specific project or ongoing arrangement under which we provide Services to you, as described in an accepted Proposal.
• “Client Materials” means any content, data, trademarks, logos, text, images, credentials, or other materials you provide to us for use in connection with the Services.

The specific Services, deliverables, fees, timelines, and other commercial terms for each Engagement will be set out in a Proposal. A Proposal becomes binding once you accept it in writing (including by email) or by making a payment against it. In the event of a conflict between a signed Proposal and these Terms, the Proposal governs with respect to the specific Engagement, and these Terms govern in all other respects.

Any work, features, or changes not expressly included in the accepted Proposal are considered out of scope. Requests for additional work or changes to an agreed scope ("Change Requests") may require a revised Proposal, additional fees, and adjusted timelines, which we will communicate before proceeding.

Timely and effective delivery of the Services depends on your cooperation. You agree to:

• Provide accurate, complete, and lawful information, Client Materials, feedback, and approvals within the timeframes reasonably required for the Engagement.
• Designate a point of contact with authority to provide direction, approvals, and sign-offs.
• Ensure you have all necessary rights, licenses, and permissions for any Client Materials you provide to us, and that such materials do not infringe the rights of any third party or violate any law.
• Review deliverables and provide consolidated feedback within any review periods specified in the Proposal.
• Maintain your own backups of any Client Materials and data you consider important.

Delays caused by your failure to provide required materials, feedback, or approvals may result in adjusted timelines and are not our responsibility. We are not liable for delays or failures caused by inaccurate or incomplete information provided by you.

Fees for the Services are set out in the applicable Proposal. Unless otherwise stated, all fees are quoted and payable in United States Dollars and are exclusive of any applicable taxes, duties, or bank charges, which are your responsibility.

Accepted payment methods. We accept payment by ACH transfer, wire transfer, and card payment processed through Stripe. Card payments are handled directly by our third-party payment processor; we do not store full payment card details.

Deposits and milestones. Many Engagements require an upfront deposit before work begins and may be invoiced in milestones or on a recurring basis, as set out in the Proposal. Work on a given milestone may not commence until the corresponding payment is received.

Payment terms. Unless otherwise stated in the Proposal, invoices are due upon receipt. We reserve the right to suspend Services, withhold deliverables, or pause hosting and maintenance for accounts with overdue balances, after providing reasonable notice.

Late payments. Overdue amounts may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law, and you may be responsible for reasonable costs of collection where permitted by applicable law.

Refunds, where applicable, are governed by our Refund Policy, which is incorporated by reference into these Terms.

Certain Services, such as hosting, maintenance, care plans, and retainers, are provided on a recurring subscription basis. Unless otherwise stated in the Proposal, recurring Services renew automatically for successive periods at the then-current rates until cancelled in accordance with these Terms or the Proposal.

You may cancel a recurring Service by providing written notice before the start of the next billing period, subject to any minimum term specified in the Proposal. Cancellation stops future renewals but does not entitle you to a refund of fees already paid for the current period, except as provided in the Refund Policy. Upon cancellation or non-payment of hosting Services, your hosted site or application may be taken offline, and we are not obligated to retain associated data beyond a reasonable transition period.

Any timelines, delivery dates, or launch dates communicated by us are good-faith estimates and not guarantees, unless expressly identified as a fixed deadline in a signed Proposal. Timelines are contingent on your timely cooperation, the scope remaining stable, and factors within our reasonable control. We are not responsible for delays caused by you, third parties, or circumstances beyond our reasonable control.

You retain all ownership of Client Materials. You grant us a limited, non-exclusive license to use, reproduce, modify, and display Client Materials solely as necessary to provide the Services during the Engagement.

Except as otherwise stated in a Proposal, upon full and final payment of all fees due for the applicable Engagement, we assign to you the ownership rights in the final Deliverables specifically created for you under that Engagement, excluding any Pre-Existing Materials and Third-Party Materials described below. Until full payment is received, all Deliverables remain our property, and you have no license to use them.

We retain all rights in our own pre-existing materials, tools, frameworks, code libraries, methodologies, know-how, and any general skills or techniques used or developed in the course of providing the Services ("Pre-Existing Materials"). To the extent Pre-Existing Materials are incorporated into a Deliverable, we grant you a perpetual, non-exclusive, royalty-free license to use them as part of that Deliverable, but not on a standalone basis.

Deliverables may incorporate third-party materials, such as software, plugins, fonts, stock assets, or open-source components ("Third-Party Materials"), which are licensed under their own terms. You are responsible for complying with, and where required maintaining, any licenses for Third-Party Materials.

Unless you request otherwise in writing, we may reference the fact that we performed Services for you, and may display non-confidential Deliverables and results in our portfolio, case studies, and marketing materials.

Any figures, metrics, case studies, testimonials, or examples of past results presented on the Website or in our materials are illustrative of past outcomes for specific clients under specific conditions. They do not constitute a promise, guarantee, or prediction of any particular result for you.

Outcomes from digital marketing, search engine optimization, automation, and related Services depend on numerous factors outside our control, including market conditions, competition, third-party platforms, search engine and advertising policies, and your own business decisions. We do not warrant or guarantee any specific ranking, traffic level, conversion rate, revenue, lead volume, or other business result. Please refer to our Disclaimer for further information.

The Services may rely on or integrate with third-party platforms, providers, and tools, including hosting infrastructure, payment processors, advertising networks, search engines, and software vendors. We do not control these third parties and are not responsible for their availability, performance, policies, pricing changes, or actions. Your use of such third-party services may be subject to their own terms and policies, and any fees they charge are your responsibility unless expressly included in a Proposal.

Each party may have access to non-public information of the other party that is marked confidential or that would reasonably be understood to be confidential ("Confidential Information"). Each party agrees to use the other party's Confidential Information solely to perform its obligations under these Terms and to protect it with reasonable care. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was lawfully known before disclosure, is independently developed, or is rightfully obtained from a third party. A party may disclose Confidential Information where required by law, provided it gives reasonable notice where legally permitted.

We warrant that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE WEBSITE, SERVICES, AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY DELIVERABLE WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR RESULT.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you. In such cases, our warranties are limited to the minimum extent permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATING TO THESE TERMS, THE WEBSITE, OR THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

You agree to indemnify, defend, and hold harmless the Company and its members, officers, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to: (a) Client Materials, including any claim that they infringe or misappropriate the rights of a third party; (b) your use of the Deliverables or Services in a manner not authorized by these Terms or applicable law; (c) your breach of these Terms; or (d) your violation of any applicable law or the rights of any third party.

These Terms apply for as long as you use the Website or Services and for the duration of any Engagement. Either party may terminate an Engagement as set out in the applicable Proposal or, where no term is specified, on reasonable written notice.

We may suspend or terminate your access to the Website or Services, or an Engagement, with immediate effect if you materially breach these Terms, fail to pay amounts when due, or use the Services unlawfully or in a manner that risks harm to us or others. Upon termination, you remain responsible for all fees accrued up to the effective date of termination, including for work performed and non-cancellable commitments made on your behalf. Provisions that by their nature should survive termination, including sections on intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law, will survive.

You agree not to use the Website in any way that is unlawful, harmful, or that could damage, disable, or impair the Website or interfere with any other party's use of it. Prohibited activities include attempting to gain unauthorized access to any systems, introducing malicious code, scraping or harvesting data without permission, and using the Website to transmit unlawful, infringing, or misleading content.

These Terms and any dispute arising out of or relating to them or the Services are governed by the laws of the State of Wyoming, United States, without regard to its conflict-of-laws principles.

Subject to any mandatory rights available to you under the laws of your country of residence, you agree that any dispute will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Wyoming, and you consent to the personal jurisdiction of such courts. Before initiating any formal proceeding, the parties agree to attempt in good faith to resolve any dispute through direct negotiation.

We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, power or internet failures, third-party platform outages, or other similar events.

We may modify these Terms from time to time. When we make material changes, we will update the "Effective Date" above and, where appropriate, provide additional notice. Changes apply prospectively and do not alter the terms of an Engagement already governed by an accepted Proposal, unless required by law. Your continued use of the Website or Services after changes take effect constitutes acceptance of the revised Terms.

• Entire agreement. These Terms, together with any accepted Proposal, the Privacy Policy, the Refund Policy, and any other policies referenced herein, constitute the entire agreement between the parties and supersede all prior understandings on the subject matter.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
• No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Independent contractor. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
• Notices. Notices to us should be sent to info@luminor.solutions. We may provide notices to you by email or by posting on the Website.

If you have any questions about these Terms, please contact us using the details below:

Company: Futura Digital LLC

Brand: Luminor Solutions

Company Address: 75 E 3rd St, Sheridan, WY 82801, United States

Website: https://luminor.solutions/

Email: info@luminor.solutions