Agreement to terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and The NG8 Group LLC, a California limited liability company doing business as Lumafly ("Lumafly," "we," "us," or "our"), governing your access to and use of the Lumafly platform, website, mobile application, and all associated services (collectively, the "Service") available at lumafly.ai.

By registering for an account, accessing, or using the Service in any way, you represent that you have read, understood, and agree to be bound by these Terms and our Privacy Policy and Cookies Policy, each of which are incorporated herein by reference. If you do not agree, you must not access or use the Service.

Changes to terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of this page and, where reasonably practicable, by sending a notification to the email address associated with your account. Your continued use of the Service after the effective date of any changes constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and close your account.

Eligibility

3.1 Age requirement

You must be at least 13 years of age to use the Service. If you are between 13 and 18 years of age (or the age of majority in your jurisdiction), you represent that a parent or legal guardian has reviewed and consented to these Terms on your behalf. We do not knowingly collect personal information from children under 13. If we learn that we have collected information from a child under 13, we will delete it promptly. See Section 15 for more details.

3.2 Legal capacity

You represent that you have the legal capacity to enter into a binding contract in your jurisdiction. If you are using the Service on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case "you" refers to that entity.

3.3 Geographic restrictions

The Service is available globally. However, you are responsible for compliance with all local laws and regulations applicable to your use of the Service in your jurisdiction. We reserve the right to restrict access in certain regions at our sole discretion.

Account registration and security

4.1 Account creation

To access most features of the Service, you must create an account by providing accurate, current, and complete information including your name and email address. You may also register using supported third-party OAuth providers (Google, Meta). By using such providers, you authorize us to access certain information from those accounts as described in our Privacy Policy.

4.2 Account security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

Use a strong, unique password;
Notify us immediately at legal@lumafly.ai if you suspect unauthorized access or a security breach;
Not share your login credentials with any third party;
Log out of your account at the end of each session.

We are not liable for any loss or damage arising from your failure to comply with these obligations.

4.3 One account per user

You may only maintain one active account unless we have granted explicit written permission for additional accounts.

4.4 Accurate information

You agree to keep your account information accurate and up to date. We may suspend or terminate accounts based on inaccurate or misleading information.

Description of the service

Lumafly is an AI-powered social media marketing platform designed to help businesses and individuals create, schedule, and publish marketing content across social media platforms including Instagram, TikTok, and Facebook. Key features include:

AI Content Generation: Automated creation of marketing images and videos from uploaded product photos using Third-Party AI Providers;
Social Media Integration: OAuth-based connection to Instagram, TikTok, and Facebook accounts for content scheduling and publishing;
Post Scheduling: Calendar-based scheduling of content for automated publishing;
Analytics: Retrieval and display of engagement metrics from connected social media platforms;
Point-of-Sale Integration: Optional integration with Square POS to import product catalog and business data;
Business Profile Management: Storage of business information used to personalize generated content;
Media Management: Upload, organize, and manage marketing media assets.

We reserve the right to modify, suspend, or discontinue any feature of the Service at any time, with or without notice, and we shall not be liable to you or any third party for any such modification, suspension, or discontinuation.

Subscriptions and payment

[BEFORE LAUNCH ALERT] Subscription pricing, billing intervals, trial terms, and refund policy are not yet finalized. This entire section must be reviewed and completed by your legal counsel before launch.

6.1 Subscription plans

Lumafly offers tiered subscription plans, including a free tier and paid plans. Details of current plans, including pricing and features, are displayed on the pricing page of the Service. [BEFORE LAUNCH: Insert final pricing tiers and feature descriptions.]

6.2 Billing

Paid subscriptions are billed on a [BEFORE LAUNCH: monthly/annual] basis. By subscribing to a paid plan, you authorize us or our payment processor to charge your designated payment method on a recurring basis. All fees are stated in US Dollars unless otherwise specified.

6.3 Free trial

[BEFORE LAUNCH: Specify whether a free trial is offered, its duration, and what happens at expiration.]

6.4 Cancellation

You may cancel your subscription at any time through your account settings. Cancellation will take effect at the end of your current billing cycle. You will retain access to paid features until the end of the paid period.

6.5 Refunds

[BEFORE LAUNCH: Define refund policy — e.g., no refunds for partial months, pro-rata refunds, or 30-day money-back guarantee. Confirm with legal counsel and payment processor requirements.]

6.6 Price changes

We reserve the right to change subscription pricing at any time. We will provide at least 30 days' advance notice of any price increase to affected users. Continued use of the Service after the price change takes effect constitutes acceptance of the new pricing.

6.7 Taxes

You are responsible for all applicable taxes. We will charge taxes where required by law.

User content

7.1 Definition

"User Content" means any photos, images, videos, text, business information, product data, or other materials you upload, submit, or otherwise transmit to or through the Service.

7.2 Your ownership

You retain all ownership rights in your User Content. These Terms do not transfer any intellectual property rights from you to us.

7.3 License to Lumafly

By submitting User Content, you grant Lumafly a worldwide, non-exclusive, royalty-free, sublicensable license to use, store, reproduce, modify, process, and transmit your User Content solely to the extent necessary to provide, operate, and improve the Service. This includes transmitting product photos and prompts to Third-Party AI Providers for content generation purposes as described in our Privacy Policy.

7.4 Your representations

You represent and warrant that:

You own or have the necessary rights and permissions to submit the User Content;
Your User Content does not infringe any third-party intellectual property, privacy, publicity, or other rights;
Your User Content does not violate any applicable laws or these Terms;
You have obtained all necessary consents from individuals depicted in your User Content.

7.5 Content responsibility

You are solely responsible for all User Content you submit. We do not endorse, monitor, or verify User Content. We reserve the right, but not the obligation, to remove any User Content that violates these Terms or that we determine, in our sole discretion, to be harmful, objectionable, or in violation of applicable law.

AI-generated content

8.1 Nature of AI outputs

The Service uses Third-Party AI Providers to generate images, videos, captions, and other content ("AI-Generated Content") based on your User Content and inputs. AI-Generated Content is created algorithmically and may be imperfect, inaccurate, or unexpected.

8.2 Your responsibility

You are solely responsible for reviewing AI-Generated Content before publishing or using it. We make no warranties regarding the accuracy, appropriateness, originality, or fitness for purpose of AI-Generated Content.

8.3 Intellectual property in AI outputs

Ownership of AI-Generated Content and applicable intellectual property rights may vary based on jurisdiction and evolving law. You are encouraged to consult legal counsel regarding rights to AI-Generated Content in your jurisdiction. We do not claim ownership of AI-Generated Content produced through your use of the Service.

8.4 Third-party AI provider terms

Your User Content (including product photos and business data) may be processed by Third-Party AI Providers subject to their own terms of service and data policies. By using AI features of the Service, you acknowledge and consent to such processing.

Square POS integration

If you choose to connect a Square POS account, you authorize Lumafly to access your Square product catalog, location data, and business information to populate your business profile and enable content generation. Your use of Square is governed by Square's own terms of service. We are not responsible for any Square data, policies, or actions.

Acceptable use

You agree not to use the Service to:

Violate any applicable law, regulation, or third-party rights;
Upload, generate, or publish content that is defamatory, obscene, harassing, hateful, discriminatory, or sexually explicit;
Infringe the intellectual property rights of any party;
Impersonate any person or entity or misrepresent your affiliation;
Transmit spam, unsolicited communications, or malicious code;
Attempt to gain unauthorized access to any part of the Service, other user accounts, or our infrastructure;
Interfere with or disrupt the integrity or performance of the Service;
Use automated tools (bots, scrapers, crawlers) to access the Service except as expressly permitted;
Reverse engineer, decompile, or disassemble any part of the Service;
Use the Service to generate content that violates Social Platform policies or applicable advertising laws;
Resell, sublicense, or otherwise commercialize access to the Service without our express written consent;
Use the Service in any manner that could damage, disable, overburden, or impair our systems.

We reserve the right to terminate or suspend your account for any violation of this section.

Intellectual property

12.1 Lumafly IP

All rights, title, and interest in and to the Service, including but not limited to software, technology, templates, design, text, graphics, logos, and trademarks (collectively, "Lumafly IP"), are owned by The NG8 Group LLC or its licensors. Nothing in these Terms grants you any right to use Lumafly IP except as expressly set forth herein.

12.2 Limited license

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your personal or internal business purposes in accordance with these Terms.

12.3 Feedback

If you provide us with feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, and commercialize such Feedback without any obligation to you.

Termination

13.1 By you

You may close your account at any time by contacting us at legal@lumafly.ai or using account deletion features within the Service (where available). Termination of a paid subscription is governed by Section 6.4.

13.2 By us

We may suspend or terminate your account and access to the Service at any time, with or without notice, for any reason including, without limitation, violation of these Terms, suspected fraudulent activity, or extended inactivity.

13.3 Effect of termination

Upon termination:

Your license to use the Service immediately terminates;
We may delete your User Content and account data in accordance with our Privacy Policy;
Provisions of these Terms that by their nature should survive (including Sections 7, 8, 12, 14, 15, 17, and 18) will continue to apply.

Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, LUMAFLY AND THE NG8 GROUP LLC DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY.

WE DO NOT WARRANT THAT:

THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
ANY CONTENT GENERATED BY THE SERVICE WILL BE ACCURATE, APPROPRIATE, OR FREE FROM THIRD-PARTY CLAIMS;
THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
ANY DEFECTS WILL BE CORRECTED.

YOUR USE OF THE SERVICE IS ENTIRELY AT YOUR OWN RISK.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LUMAFLY, THE NG8 GROUP LLC, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
LOSS OF PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL;
DAMAGES ARISING FROM YOUR RELIANCE ON AI-GENERATED CONTENT;
DAMAGES ARISING FROM THIRD-PARTY ACTIONS, SOCIAL PLATFORM CHANGES, OR API DISRUPTIONS;

WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

[BEFORE LAUNCH ALERT] Insert a liability cap tied to amounts paid — e.g.: "IN ANY EVENT, OUR TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID TO LUMAFLY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) ONE HUNDRED US DOLLARS ($100)."

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless The NG8 Group LLC, Lumafly, and their respective officers, directors, employees, contractors, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

Your use of the Service;
Your User Content;
Your violation of these Terms;
Your violation of any applicable law or third-party rights;
Content you publish to Social Platforms through the Service.

Children's privacy

The Service is not directed to children under the age of 13. We do not knowingly collect personal information from children under 13. If you are a parent or guardian and believe your child has provided us with personal information without your consent, please contact us at legal@lumafly.ai. We will investigate and delete such information as appropriate. Users between 13 and 18 must have parental consent to use the Service.

Governing law and dispute resolution

18.1 Governing law

These Terms are governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law provisions.

18.2 Jurisdiction

You agree that any legal action or proceeding arising from or related to these Terms or your use of the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Sacramento County, California.

18.3 Informal resolution

Before initiating any formal dispute, you agree to first contact us at legal@lumafly.ai and attempt to resolve the matter informally for at least 30 days.

18.4 Class action waiver

[BEFORE LAUNCH ALERT] Consult with legal counsel regarding whether to include a binding arbitration clause and class action waiver. These are common in US SaaS terms but must be properly drafted to be enforceable.

Digital Millennium Copyright Act (DMCA)

We respect intellectual property rights. If you believe that content on the Service infringes your copyright, please send a written DMCA notice to our designated agent at:

DMCA Agent: The NG8 Group LLC
Email: legal@lumafly.ai
Address: 2108 N ST, STE N, Sacramento, CA 95816

Your notice must include: (a) identification of the copyrighted work; (b) identification of the infringing material; (c) your contact information; (d) a statement of good faith belief; (e) a statement of accuracy under penalty of perjury; and (f) your electronic or physical signature.

Questions?

Drop us a line at hello@lumafly.com and a real human will get back to you.

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