Terms of Service

1. Relationship to Other Agreements

1.1 Enterprise Cloud Service Agreement

If you have signed a separate Cloud Service Agreement, Order Form, MSA, SOW, or DPA with Lumio (collectively, an "Enterprise Agreement"), that Enterprise Agreement governs your paid subscription and will control over these Terms in the event of any conflict.

1.2 Supplemental Terms

Certain features (e.g., beta features, integrations, promotions) may be subject to additional terms. If supplemental terms conflict with these Terms, the supplemental terms control for those features.

2. The Services

2.1 Description

Lumio provides an AI agent platform that allows self-storage operators and similar businesses to configure and deploy voice agents for inbound and outbound calls, including integrations with facility management systems (FMS), telephony providers, and related tools.

2.2 Access and Use

Subject to these Terms and any applicable Order Form, Lumio grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for your internal business purposes during your subscription term.

2.3 Accounts

You must provide accurate account information and keep it up to date. You are responsible for all activities under your account, including actions by your employees, contractors, and other users you permit to access the Services ("Authorized Users"). You must maintain the security of your credentials and promptly notify us of any suspected compromise.

2.4 No Emergency Services

The Services do not provide access to emergency services (e.g., 911 or similar). You must not use the Services as a replacement for traditional telephone services needed to contact emergency responders.

3. Customer Responsibilities & Acceptable Use

3.1 Customer Content

You and your Authorized Users may submit data, configuration, prompts, call flows, FAQs, tenant records, and other materials into the Services, and your callers may generate call audio and transcripts via the Services (together, "Customer Content"). You are responsible for:

• the accuracy and legality of Customer Content;
• any consents and notices required to process it (including call monitoring and recording notices); and
• configuring your use of the Services in compliance with applicable law.

3.2 Prohibited Data

Unless expressly permitted in a signed Enterprise Agreement, you will not (and will not allow anyone else to) intentionally submit or cause the Services to process:

• protected health information regulated by HIPAA,
• full payment card numbers, bank account numbers, or other highly sensitive financial identifiers,
• government ID numbers (e.g., Social Security numbers, driver's license numbers), or
• special categories of data as defined by GDPR (e.g., data revealing racial or ethnic origin, political opinions, religious beliefs, health, or biometric data).

Where Lumio supports payment flows by using PCI-compliant providers, the Services are configured so that raw payment card numbers are not stored or logged by Lumio, and those providers act as independent controllers or processors of that data under their own terms.

3.3 Acceptable Use

You will not (and will not allow anyone else to):

• use the Services in violation of any applicable law, including telemarketing, anti-spam, and call recording laws;
• send spam, abusive, threatening, or deceptive communications;
• attempt to gain unauthorized access to the Services or related systems;
• reverse engineer, decompile, or otherwise attempt to discover the source code or underlying algorithms of the Services (except to the limited extent such restriction is prohibited by law);
• use the Services to develop, train, or improve a competing product or service;
• perform penetration tests or load tests without our prior written consent; or
• interfere with or disrupt the integrity or performance of the Services.

3.4 Telephony & Call Recording Compliance

If you connect phone numbers or telephony services to Lumio (including numbers provided by Lumio via third-party carriers), you are responsible for:

• complying with all applicable call recording, call monitoring, and consent requirements;
• configuring voice prompts and disclosures to obtain legally sufficient consent from callers; and
• ensuring your use complies with any carrier policies and applicable spam/robocall rules.

4. Fees and Payment

4.1 Fees

If you purchase a subscription online, you agree to pay the fees specified at checkout or in your online account ("Fees"). Fees are typically based on:

• number of active facilities or locations;
• usage (e.g., calls handled, minutes, or similar units); and/or
• configuration or onboarding charges.

4.2 Billing & Auto-Renewal

Unless otherwise specified:

• subscriptions are for one (1) month and automatically renew for successive one-month periods;
• your payment method on file will be charged in advance of each billing period for platform and facility fees, and in arrears for usage-based fees (e.g., calls); and
• you may cancel future renewals by following the instructions in your account or by giving us written notice at least 30 days before the end of the current period.

4.3 Price Changes

We may change our standard pricing for renewals by providing at least 30 days' prior notice. If you do not agree to the updated Fees, you may choose not to renew.

4.4 Taxes

Fees are exclusive of taxes. You are responsible for any sales, use, VAT, GST, or similar taxes (excluding our income taxes) that we are legally permitted to pass through and that we itemize on an invoice.

4.5 Late Payments & Suspension

If undisputed Fees remain unpaid for more than 30 days, we may charge late fees or interest allowed by law and may suspend your access to the Services until payment is received, after reasonable notice.

5. Intellectual Property & Data Rights

5.1 Lumio IP

Lumio and its licensors own all right, title, and interest in and to the Services, including all software, models, algorithms, interfaces, designs, and documentation, and all improvements and derivatives thereof ("Lumio IP"). Except for the limited rights expressly granted in these Terms, we do not grant you any rights to Lumio IP, and all such rights are reserved.

5.2 Customer Content

Between you and Lumio, you own all right, title, and interest in and to Customer Content. You grant Lumio a non-exclusive, worldwide, royalty-free license to host, use, reproduce, modify, and display Customer Content solely:

• to provide, maintain, secure, and support the Services;
• to configure, debug, and optimize your AI agents and workflows; and
• to comply with law and enforce our rights.

5.3 Usage Data & Service Improvement

Lumio may collect and analyze data relating to the use and performance of the Services by or on behalf of Customer ("Usage Data"). We may use Usage Data (and de-identified or aggregated forms of Customer Content) to:

• maintain and improve the Services;
• develop new features and models; and
• create statistics and benchmarks, provided such data does not identify you or your end users.

Lumio will not use Customer Content to train general-purpose AI models in a way that identifies Customer or its end users; any such use will involve de-identified or aggregated data.

5.4 Feedback

If you provide suggestions, comments, or other feedback about the Services ("Feedback"), you grant Lumio a perpetual, irrevocable, royalty-free, worldwide license to use and exploit the Feedback for any purpose without restriction or obligation.

6. Confidentiality

If you have an Enterprise Agreement with Lumio, its confidentiality provisions apply and control. Otherwise:

• each party may receive confidential business, technical, and financial information from the other;
• each party will use such information only to exercise its rights and perform its obligations under these Terms and will protect it using reasonable care; and
• exceptions apply where information is public, already known, independently developed, or required to be disclosed by law.

7. Data Protection

7.1 Privacy Policy

Your use of the Services is also subject to Lumio's Privacy Policy, which describes our data handling practices. Where there is a conflict about how we handle personal data, the Privacy Policy (and any applicable DPA) will control.

7.2 Data Processing Agreements

If the Services involve processing Personal Data subject to GDPR, UK GDPR, or similar laws on your behalf, we will enter into a separate Data Processing Addendum ("DPA") upon request. The DPA will govern our roles and obligations as a "processor" or "service provider" with respect to that Personal Data.

8. Beta Features

We may offer beta or early-access features ("Beta Features"). Beta Features are provided "as is", may be changed or discontinued at any time, and are excluded from any uptime or support commitments. You use Beta Features at your own risk.

9. Disclaimers

Except as expressly set out in a signed Enterprise Agreement:

• the Services are provided "as is" and "as available";
• we do not warrant that the Services will be error-free, uninterrupted, or that all defects will be corrected;
• AI models may sometimes produce incorrect or incomplete outputs, and you are responsible for reviewing important outputs before relying on them.

To the fullest extent permitted by law, we disclaim all implied warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

10.1 Cap

To the fullest extent permitted by law, each party's total cumulative liability arising out of or related to the Services and these Terms will not exceed the fees paid or payable by you to Lumio for the Services in the twelve (12) months immediately before the event giving rise to the claim.

10.2 Exclusion of Certain Damages

Neither party will be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, or for lost profits or revenue, even if advised of their possibility.

10.3 Exceptions

The limitations above do not limit either party's liability for: (a) its indemnification obligations; (b) unauthorized use or misappropriation of the other party's IP; or (c) matters that cannot be limited under applicable law.

11. Indemnification

11.1 By Customer

You will defend, indemnify, and hold harmless Lumio from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your use of the Services in violation of these Terms or applicable law; or
• Customer Content that infringes or misappropriates any third party's rights.

11.2 By Lumio

Lumio will defend, indemnify, and hold you harmless from third-party claims alleging that the Services, when used as permitted under these Terms, infringe or misappropriate a third party's intellectual property rights, subject to customary exclusions (e.g., combination with non-Lumio products, unauthorized modifications, etc.).

12. Term, Termination & Suspension

12.1 Term

These Terms apply from the time you first use the Services and continue until terminated as described here.

12.2 Termination by You

You may terminate your account at any time by following procedures in the Services or contacting us. Termination will be effective at the end of your current billing period unless otherwise agreed.

12.3 Termination or Suspension by Lumio

We may suspend or terminate your access to the Services (or any part) if:

• you materially breach these Terms and do not cure within 30 days of notice;
• you fail to pay undisputed Fees when due; or
• we reasonably believe your use creates a security or legal risk.

12.4 Effect of Termination

Upon termination:

• your rights to use the Services cease immediately;
• we may delete or deactivate your account and associated data in accordance with our data retention practices; and
• any Fees owed but unpaid will become immediately due.

Sections that by their nature should survive (including payment obligations, IP, confidentiality, disclaimers, limitations of liability, and indemnities) will survive termination.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules. The parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms or the Services.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (e.g., by email, in-product notice, or by updating the "Last Updated" date). Your continued use of the Services after the changes become effective constitutes your acceptance of the updated Terms.

15. Miscellaneous

• You may not assign or transfer these Terms without our prior written consent, except as part of a merger, acquisition, or sale of substantially all of your assets.
• If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.
• No waiver of any term is a further or continuing waiver of that term or any other term.
• These Terms, plus any Enterprise Agreement or DPA (if applicable), constitute the entire agreement between you and Lumio regarding the Services.