LUMINO TECHNOLOGIES, INC. PLATFORM TERMS OF SERVICE

Last Updated: September 30, 2025

Thank you for choosing to partner with Lumino Technologies, Inc. (“Lumino,” “we,” “us,” or “our”) as a Seller on the Lumino Platform. These Platform Terms of Service (these “Terms”) govern your use of the Lumino Platform in your capacity as a Seller, and apply to your access to and use of the tools, features, services, and software made available by Lumino to list, market, sell, manage, and fulfill Lumino offerings (collectively, the “Platform”).

PLEASE READ THE FOLLOWING TERMS CAREFULLY.

These Terms form a legally binding agreement between you, the Seller (“Seller”), and Lumino. By registering as a Seller, offering any products or services on the Platform, accessing your Seller dashboard or using any part of the Platform's seller tools or features, you confirm that you have read, understood, and agreed to be bound by these Terms, along with any applicable addenda (including our Privacy Policy, and the Channel Partner Agreement executed between yourself and Lumino).

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT REGISTER AS A SELLER OR USE THE PLATFORM IN THAT CAPACITY.

IMPORTANT NOTICE REGARDING DISPUTE RESOLUTION:

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND A WAIVER OF CLASS ACTION RIGHTS. EXCEPT AS EXPRESSLY SET FORTH IN THE DISPUTE RESOLUTION SECTION BELOW, ANY DISPUTES BETWEEN YOU AND LUMINO MUST BE RESOLVED THROUGH FINAL, INDIVIDUAL ARBITRATION. YOU WAIVE YOUR RIGHT TO PARTICIPATE IN ANY CLASS OR COLLECTIVE ACTION. PLEASE REVIEW THAT SECTION CAREFULLY.

By continuing to access and use the Platform as a Seller, you represent and warrant that you are authorized to do so, and that you have the authority to bind your business or organization to these Terms.

SECTION 1 - SELLER ACCESS AND PLATFORM USE TERMS

1.1 Overview of the Lumino Platform.

Lumino is a proprietary digital commerce Platform that enables approved Sellers to market Lumino’s online offerings. The Platform includes built-in integrations with third-party services for payment processing, subscription tools, affiliate marketing infrastructure, and customer engagement systems. By registering as a Seller and accessing the Lumino Platform, you are entering into a binding agreement to use the Platform solely for lawful business or commercial purposes. Sellers remain exclusively responsible for the accuracy and legality of any Seller Content.

1.2 Account Setup, Eligibility, and Business Authority.

To access the Lumino Platform, you must register for a Seller account. In doing so, you agree to provide Lumino with complete, accurate, and current information, including but not limited to your legal name or entity name, business address, contact information, tax documentation, and a valid email address. You further agree to promptly update this information should any changes occur.

By registering, you affirm that you are acting on behalf of a legitimate business or organization and that you are authorized to bind such business or entity to these Terms. You also confirm that you are not registering on behalf of, or for the benefit of, any third party or any individual or entity whose access to Lumino or its affiliated services has previously been suspended or terminated, unless you have obtained explicit written approval from Lumino.

You acknowledge and agree that you are personally liable for all activity, obligations, and financial outcomes arising from your use of the Platform. Under no circumstances may anyone under the age of 18 use the Lumino Platform as a Seller.

1.3 Modifications to Terms.

Lumino may, from time to time, revise or update these Terms. Revisions will be effective immediately upon posting, except that material changes applicable to existing Sellers will take effect thirty (30) days after notice is provided, unless otherwise stated. We may also require you to accept modified Terms in order to continue accessing or using the Platform. Your continued use of the Lumino Platform after any such changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must cease using the Platform and remove any associated Seller Content or data from the Platform. Except as expressly permitted in this Section 1.3, these Terms may be modified only by a written agreement signed by authorized representatives of both parties. In the event of any conflict between these Terms and the Channel Partner Agreement between yourself and Lumino, the Channel Partner Agreement shall control.

SECTION 2 - LUMINO RIGHTS OF EVALUATION, VERIFICATION, AND ONGOING OVERSIGHT

2.1 Seller Account Ownership and Linked Payment Access.

The individual or legal entity that first connects a verified payment account to their Seller profile is recognized by Lumino as the “Account Holder” and the sole controller of all revenue associated with that payment method. Only the Account Holder has the authority to request modifications, disconnections, or replacements of payment settings. If a payment account is disconnected, any new account subsequently added will assume the same control status. Lumino will not mediate, arbitrate, or intervene in internal disputes among parties claiming ownership of a Seller account or any associated earnings. You are solely responsible for managing and resolving all third-party conflicts regarding account access or payment rights.

2.2 Identity Verification and Onboarding Compliance.

To activate certain financial or transactional features of the Lumino Platform, including the ability to collect payments or receive disbursements, you may be required to complete identity verification protocols and compliance screening processes through a Lumino-authorized third-party payment processor or partner (each, a “Payment Provider”). You agree to provide accurate, current, and complete information in connection with these verification processes, and authorize Lumino and its Payment Providers to request, process, and store such data for regulatory and operational purposes. The completion of any onboarding or verification process does not guarantee access to the Platform or continued eligibility. Lumino and/or its Payment Providers may reject, suspend, or revoke your ability to operate a Seller account at any time in their sole discretion.

2.3 Ongoing Review and Revalidation.

Lumino and its Payment Providers may periodically require additional documentation, disclosures, certifications, or verification steps from you to confirm compliance with applicable laws, contractual obligations, risk policies, and Platform standards. This may include proof of identity, tax records, updated ownership data, or clarification regarding your offerings or customer activity. You agree to promptly comply with any such request. Failure to do so may result in the withholding of payouts, service suspension, Platform restrictions, or full account deactivation without further notice. Lumino may also update, enhance, or modify its verification standards at any time, including transitioning to new Payment Providers, to meet business, technical, or regulatory needs.

2.4 Platform Oversight and Account Evaluation.

Lumino reserves the unrestricted right to review, monitor, evaluate, and audit any Seller account by any means necessary to preserve the security, integrity, and lawful operation of the Lumino Platform. This includes but is not limited to internal assessments, automated flagging systems, manual audits, third-party reporting tools, partner reviews, or requests from financial institutions, payment providers, or law enforcement. Lumino may exercise these rights at any time, with or without notice to you.

You acknowledge and agree that Lumino may take any corrective or protective action it deems appropriate — including suspending features, restricting access, delaying payouts, or terminating your Seller account — based on the outcome or suspicion resulting from such an evaluation. Lumino is under no obligation to disclose the existence, nature, or results of any review, and retains full discretion to act in the interest of Platform safety, legal compliance, or business risk mitigation.

Lumino retains the right, at its sole discretion, to suspend or terminate any Seller's access to the Platform or features therein, without notice, for any reason or no reason, including suspected fraud, abuse, non-compliance, regulatory request, or reputational risk.

As a Seller, you are solely responsible for maintaining the confidentiality and security of your Lumino account, including all login credentials, passwords, connected emails, and any linked third-party integrations or tools. You accept full liability for any activity conducted through your account, whether authorized by you or not, and Lumino disclaims all responsibility for losses or damages resulting from your failure to adequately secure your access credentials.

By accessing the Seller Platform, you agree to the following use restrictions and operational standards:

• You will not attempt to interfere with or circumvent any access controls, limitations, or payment mechanisms on the Lumino Platform. This includes but is not limited to bypassing checkout flows, misrepresenting product fulfillment, or manipulating any logic designed to monitor or manage Platform use.

• You will not deploy automated bots, scrapers, spiders, or other unauthorized data collection tools to access, monitor, or alter Lumino content, metadata, or systems. Any attempt to reverse-engineer or replicate any part of the Platform without Lumino's express written permission is strictly prohibited.

• You may not copy, reproduce, license, sublicense, sell, resell, display, distribute, or commercially exploit any part of the Lumino Platform, materials, codebase, or infrastructure except as expressly permitted in writing by Lumino.

• You understand that any content you upload to the Platform—including product descriptions, pricing, media assets, and service details—may be transmitted over various networks in an unencrypted format and may be adjusted by Lumino to meet technical, formatting, or operational requirements.

• Lumino will communicate with you primarily through the email address associated with your account. You are responsible for ensuring this email address is accurate, monitored, and capable of receiving secure communications. All official notices from Lumino shall be deemed received once sent to that address.

• Lumino reserves the right to request identity verification, updated business documentation, or additional security assurances at any time. We may suspend access to some or all portions of the Platform, including payment processing or Platform features, during any period of review or suspected noncompliance, with or without notice to the affected Seller(s).

2.5 Disclaimer of Financial Platform.

Lumino is not a bank, payment institution, money transmitter, or financial advisor. It does not provide escrow, settlement, custodial, or investment services, and does not hold, control, or guarantee any funds payable to or from any Seller. All financial processing is performed exclusively by independent third-party Payment Providers.

You acknowledge and accept that your relationship with any such Payment Provider is separate from your relationship with Lumino and governed by that Payment Provider’s own terms and policies. Lumino is not responsible for the availability, performance, approval, or decisions made by such providers, and disclaims all liability for delays, failures, or reversals related to third-party services.

2.6 Failure to Comply.

If you fail to complete any required identity verification or ongoing compliance request — or if any Payment Provider restricts, revokes, or flags your access for any reason — Lumino may take any action it deems necessary to protect the Platform or its users. This includes but is not limited to:

• Refusing or reversing payouts;

• Canceling pending transactions;

• Suspending access to your Seller dashboard;

• Removing your Seller Content from public view; or

• Permanently closing your account.

Lumino shall not be held responsible for any direct or indirect loss of business, income, access, or opportunity resulting from your failure to comply with these Terms, the Channel Partner Agreement, or the policies of our Payment Providers.

SECTION 3 - RIGHT TO DENY, SUSPEND, OR CANCEL SELLER ACCOUNTS

Lumino retains the absolute and unrestricted right to deny, suspend, limit, or permanently cancel any Seller account at any time, with or without cause, notice, or liability. This right exists independently of any other rights outlined in these Terms, applies regardless of whether the Seller has completed onboarding or is actively using the Platform, and expressly supersedes any language to the contrary in the Channel Partner Agreement.

You acknowledge and agree that your continued access to the Lumino Platform is subject to ongoing review and evaluation by Lumino, which may be conducted at any time and for any reason, using both manual and automated methods. These evaluations may include, without limitation:

• Identity and ownership verification;

• Investigation of complaints, fraud flags, or user reports;

• Legal, regulatory, or tax compliance audits;

• Review of your customer activity and market claims;

• Analysis of transaction metrics, refund and chargeback history; or

• Risk scoring, fraud detection, or reputational assessments.

At any time, Lumino may require you to confirm or update information, respond to questions, submit supporting documentation, or cooperate with internal audits or third-party reviews. You agree to respond promptly, fully, and truthfully to any such request. Failure to comply may result in immediate suspension or termination of your account, withholding of funds, or removal of your listings.

Lumino is not obligated to provide a reason or explanation for any enforcement action. You expressly waive any right to damages, lost profits, or business opportunities resulting from such actions. Lumino shall not be liable to you or any third party for any harm, interruption, or consequence that arises from our enforcement of these rights.

Furthermore, Lumino may modify, limit, discontinue, or withdraw access to any features, services, or content described on the Platform at any time, with or without notice, and without any liability to you. Any dated information provided through the Platform is current as of its publication date only. Lumino does not undertake any obligation to update, revise, or continue offering any particular feature, content, or service. Lumino reserves the right to suspend or shut down any portion of its Platform, features, or offerings at its sole discretion, including where such services would violate applicable laws or third-party restrictions in any jurisdiction.

This Section shall survive the termination of your Seller account or Channel Partner Agreement and will remain in full force and effect.

SECTION 4 - SELLER RESPONSIBILITIES AND PLATFORM USE RESTRICTIONS 

As a Seller on Lumino, you are solely responsible for your business activities, offerings, customer interactions, and the legality and accuracy of all content, services, and representations made through your account.

You agree that:

• You will maintain accurate public-facing business information, including contact methods, refund policies, and fulfillment timelines.

• All content, listings, media, pricing, and offerings you publish through Lumino will be lawful, non-deceptive, and not infringe on the rights of any third party.

• You are solely responsible for compliance with all applicable laws and regulations in any jurisdiction where Lumino products or services are sold or marketed, including consumer protection laws, advertising guidelines, tax reporting, export laws, and intellectual property statutes.

• Lumino does not guarantee or endorse any offering made through the Platform and bears no liability for the outcomes of your sales, communications, refund policies, or customer disputes.

You acknowledge and agree that you may only use the Lumino Platform in full compliance with these Terms and applicable law. Except where prohibited by law, you further agree not to, and will not permit any third party to, directly or indirectly:

• Use the Platform for any unlawful, harmful, fraudulent, deceptive, threatening, harassing, defamatory, or otherwise objectionable purpose, or in violation of any applicable export controls or sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC);

• Offer, promote, or sell any goods or services that are illegal, regulated, or restricted, including but not limited to firearms, ammunition, explosives, drug paraphernalia, controlled substances, or items designed to cause physical harm;

• Access, probe, scan, or monitor any portion of the Lumino Platform using automated means (e.g., spiders, bots, scrapers, crawlers), whether for data collection, performance monitoring, or unauthorized interference;

• Reverse-engineer, decompile, disassemble, alter, or otherwise attempt to discover the source code, structure, or underlying ideas of any Lumino technology;

• Interfere with or disrupt the integrity, functionality, or performance of the Lumino Platform or its infrastructure, including by imposing an unreasonably large load on our systems;

• Circumvent, disable, or bypass any limitations, access controls, or protective mechanisms embedded in the Platform, or use unauthorized methods to manipulate, exploit, or access functionality not explicitly provided to you;

• Reproduce, distribute, republish, upload, post, modify, create derivative works from, rent, resell, or publicly display any Lumino content, code, design, or proprietary materials without our prior written permission;

• Misrepresent your identity, business, affiliations, qualifications, or offerings, or use the Lumino Platform to promote false, misleading, or unsubstantiated claims;

• Transfer, sell, assign, or sublicense your access rights or Seller account to any third party without express written approval from Lumino;

• Use the Lumino Platform in any way that endangers public safety, distracts from lawful behavior (e.g., while driving), or violates local health and safety laws;

• Attempt to manipulate, tamper with, or artificially inflate your reviews, traffic, analytics, or buyer interactions;

• Fail to respond to customer disputes, chargebacks, or refund requests in a timely and reasonable manner, or allow unresolved issues to escalate due to inaction;

• Use the Lumino Platform to circumvent payment processor rules or engage in cash advances, money laundering, or structuring transactions to avoid detection or regulatory scrutiny;

• Store, transmit, or expose sensitive personal data or financial information without implementing appropriate security measures and receiving informed consent where required;

• Continue to access the Platform after being suspended, terminated, or restricted by Lumino or its authorized partners.

Lumino may investigate any suspected violation of this Section 4, and you authorize us to cooperate with any applicable authorities or third-party service providers to disclose any information we deem necessary — including account data, transaction history, and communications — if we believe you or your account have been used in connection with unauthorized, illegal, or prohibited conduct.

Violation of this Section may result in immediate suspension, restriction, or permanent termination of your access to the Platform, removal of content, forfeiture of funds, and legal action. Lumino reserves the right to determine what conduct constitutes a violation of these restrictions in its sole and final discretion.

SECTION 5 - FEES, PAYMENTS, AND WITHHOLDING RIGHTS

5.1 Feature-Based Fee Structure.

Fees for use of the Platform may vary depending on the specific features activated by the Seller and may include, without limitation, subscription fees, per-transaction fees, commissions on sales, and usage-based Platform fees. Fee structures applicable to your account will be presented via the Lumino dashboard, published pricing documentation, or specified in the Channel Partner Agreement. Lumino may revise its fees at any time, with notice provided where required by law. It is your responsibility to regularly review all applicable fee terms. Any discounts or promotional pricing made available to other Sellers will not apply to your account unless expressly confirmed in writing by Lumino.

5.2 Payment Processing and Authorized Account Information.

All payments to Sellers are facilitated by a third-party payment processor (the “Payment Processor”) designated by Lumino. To receive disbursements, you must maintain an active, compliant account with an approved Payment Processor. You hereby authorize Lumino and its Payment Processor to collect and hold payments from buyers on your behalf, deduct applicable fees, reverse or refund payments as necessary (based on in good faith and at our sole discretion), and disburse remaining balances to your linked account. You are solely responsible for keeping your payment and banking information accurate and up to date, complying with all required identity verification (KYC/AML) procedures, and cooperating with any legal, tax, or operational reviews. Failure to meet these responsibilities may result in delays, account suspension, or permanent withholding of funds.

5.3 Deductions and Right of Offset.

Lumino may deduct fees, penalties, or other amounts owed from any current or future payments due to you, including—but not limited to—subscription or Platform service fees, processing charges, chargebacks, refunds, or any costs resulting from a violation of these Terms. In the event your account lacks sufficient funds, or your designated payment method fails, you expressly authorize Lumino and its Payment Processor to debit any linked payment account or credit card to recover amounts owed. Lumino may also offset outstanding amounts from future earnings without further notice.

5.4 Payment Holds and Withholding Rights.

Lumino may withhold or delay the disbursement of funds at any time for reasons including, but not limited to: suspected fraud or misuse; violations of these Terms or the Channel Partner Agreement; excess refund or chargeback activity; risk analysis; failure to comply with documentation or audit requests; or instructions from banks, processors, or regulators. Lumino reserves the right to hold funds for up to 180 days—or longer, if required by law or risk mitigation considerations. You acknowledge that Lumino will not be liable for any damages or losses resulting from the exercise of these rights.

Additionally, Lumino has the sole and absolute right to initiate refunds to buyers—with or without your consent—if we determine, in our sole discretion, that you have misused the Platform, failed to deliver on promises made, violated policies, or generated complaints indicative of unfair, deceptive, or unlawful conduct. This right applies even if you dispute the basis for the refund. You waive any objection to Lumino exercising this authority.

5.5 Tax Responsibilities and Reporting.

Sellers are fully and independently responsible for determining, collecting, reporting, and remitting all taxes that may apply to their activities through the Lumino Platform, including but not limited to sales tax, VAT, income tax, and other statutory levies. Where required, Lumino may withhold and remit taxes on your behalf. If you are tax-exempt, you must provide documentation acceptable to Lumino. Additionally, Lumino may report Seller earnings to the IRS or other authorities (e.g., via Form 1099), and may share Seller account details to comply with applicable law.

5.6 Subscription Billing and Recurring Charges.

If you subscribe to any recurring service through Lumino, you expressly authorize Lumino or its designated Payment Processor to charge your designated payment method on a recurring basis (e.g., monthly or annually, as applicable). Unless otherwise stated in writing, all subscriptions automatically renew at the end of the applicable billing period for a successive term of equal length, at the then-current rate.

You must notify Lumino in writing at info@golumino.com at least thirty (30) days prior to the end of your then-current subscription term if you wish to cancel or prevent renewal. If you fail to provide such notice, your subscription will automatically renew, and you authorize continued billing without further notice. You are solely responsible for maintaining up-to-date payment information and monitoring renewal deadlines.

All fees are non-refundable once billed, unless otherwise required by applicable law. Cancellation requests submitted after a renewal has processed will apply to the following billing cycle only. Lumino is not obligated to issue refunds or credits for partial use, early termination, or unused features.

5.7 Account Delinquency and Collections.

If your account becomes delinquent, Lumino may suspend access to your Seller account, pause or disable sales activity, or initiate formal collection actions. These may include reporting to credit agencies, engaging legal counsel, or employing third-party collection agencies. You agree to pay all reasonable fees and costs incurred by Lumino to collect unpaid amounts, including legal and agency fees.

5.8 Platform “As-Is” and No Guarantee of Revenue.

Lumino makes no representation, warranty, or guarantee as to the success, profitability, or revenue potential of your Seller activities on the Platform. All Platform services, software, features, and integrations are provided “AS IS,” “AS AVAILABLE,” and WITHOUT WARRANTY OF ANY KIND. This includes, but is not limited to, any warranties of merchantability, fitness for a particular purpose, or that services will be uninterrupted, timely, secure, or error-free. You assume all risks related to your use of the Platform, and Lumino shall not be liable for any loss of income, lost goodwill, business interruption, or any indirect, incidental, or consequential damages.

SECTION 6 - CHARGEBACKS, RESERVES, AND RELATED FINANCIAL PROTECTIONS

6.1 Delinquent Accounts and Fee Collections.

Lumino retains the right to suspend or terminate any account with outstanding unpaid amounts. In addition to any amounts owed for the use of the Platform, delinquent accounts may be subject to incidental fees, including but not limited to chargeback processing fees, collection agency fees, and administrative costs. If the payment method linked to an account becomes invalid at the time a renewal or fee is due, Lumino may, at its sole discretion, delete the account and associated data, including Seller Content, without liability.

6.2 Chargebacks, Returns, and Excessive Dispute Rates.

Sellers are fully and independently responsible for all chargebacks, returns, refund obligations, and associated penalties incurred in connection with their use of the Lumino Platform. In the event that a Seller's account experiences elevated dispute levels, including but not limited to a high frequency of chargebacks, payment reversals, or other negative transaction trends, Lumino may transfer any costs incurred by such activity directly to the Seller. Lumino reserves the right to suspend, limit, or terminate Platform access at its sole discretion in connection with any such adverse indicators.

6.3 Fraudulent Activity and Payment Reversals.

If Lumino determines in its discretion that an account is associated with fraud, abuse, or unauthorized conduct, Lumino may instruct its third-party payment processor to reverse, withhold, or reclaim disbursed funds. Sellers are solely liable for any such payments and agree that additional fees may be imposed to cover administrative, legal, or operational costs stemming from such activity. These provisions apply notwithstanding any contrary language in other agreements.

6.4 Dispute Liability and Successor Responsibility.

Sellers, and any successor entities or purchasers of their business or account, remain jointly and severally liable for any chargebacks, disputes, or financial discrepancies arising before or after such sale or transfer. In the event of a transfer of ownership or assignment of Platform rights, all related liabilities and obligations transfer to the acquiring party. Failure to notify Lumino of a change in ownership does not discharge the Seller or the acquiring party from these obligations.

6.5 Indemnification.

Sellers agree to indemnify, defend, and hold harmless Lumino, its affiliates, officers, and employees from all liabilities, losses, damages, expenses, and costs (including reasonable attorneys' fees) arising from or relating to any disputed transactions, chargebacks, or refunds. This obligation extends to successor entities and survives any termination or assignment of the account.

6.6 Reserve Rights and Security Interests.

Lumino may, in its discretion, maintain a reserve account funded from Seller proceeds or direct deductions to safeguard against current or anticipated disputes. Lumino may maintain such reserves for a period it deems commercially appropriate. Sellers authorize Lumino to communicate directly with financial institutions to recover owed amounts and consent to Lumino asserting a lien or security interest against Seller business assets or personal accounts for outstanding obligations.

6.7 Regulatory Holds, Reviews, and Suspension.

Lumino may suspend, delay, or restrict access to account funds when required by law, payment network rules, or the policies of its banking or payment processing partners. Holds may also be imposed during compliance reviews, fraud investigations, or pending regulatory inquiries. While Lumino will endeavor to act in a commercially reasonable timeframe, such restrictions may extend up to one hundred eighty (180) days or as required by third-party directives.

6.8 Discretionary Enforcement.

Lumino maintains broad discretion to determine when account behavior constitutes excessive risk, policy violation, or exposure to financial loss. Actions taken may include: withholding funds, suspending pay-ins, revoking feature access, or permanently banning accounts. Such decisions are not subject to appeal and may be taken in parallel with or in addition to actions taken under other sections of these Terms.

6.9 Reservation of Rights.

Nothing in this Section limits Lumino's rights under any other section of these Terms, nor shall it be interpreted to waive or restrict Lumino's ability to take immediate action in response to suspected fraud, regulatory violations, unlawful activity, or breaches of agreement. All rights and remedies are cumulative and may be exercised concurrently or separately at Lumino's discretion.

6.10 Delinquency Enforcement; Personal Liability and Collection Rights.

If any Seller fails to pay amounts owed to Lumino—whether for fees, chargebacks, refunds, penalties, or other financial obligations under these Terms—Lumino may pursue recovery by any and all lawful means. These remedies include, without limitation: (i) engaging third-party collection agencies; (ii) initiating litigation or administrative action; (iii) reporting the delinquency to credit bureaus or relevant authorities; (iv) withholding, offsetting, or freezing current or future payouts; and (v) pursuing recovery directly from successor entities, affiliated businesses, or individuals involved in the operation of the Seller account. Lumino shall be entitled to recover from the Seller and any Guarantor all reasonable costs of enforcement, including attorneys' fees, court costs, expert fees, and expenses related to collections or proceedings initiated under this Section. These rights are cumulative of all other remedies available under law, equity, or contract, and may be exercised separately or concurrently at Lumino's sole discretion.

PERSONAL GUARANTY. As a condition of using the Platform, Lumino may require that any principal, officer, or authorized representative of the Seller personally, unconditionally, and irrevocably guarantees the full payment and performance of all obligations owed to Lumino (a “Guarantor”). By operating or registering a Seller account, such individuals agree to be held jointly and severally liable for all amounts due, including in the event of a business closure, sale, or insolvency. Lumino may proceed directly against the Guarantor without first exhausting remedies against the Seller entity. This Personal Guaranty shall survive any change in ownership, dissolution, or bankruptcy of the Seller, and remains enforceable until all outstanding obligations are satisfied in full.

SECTION 7 - REGULATORY COMPLIANCE AND PAYMENT FACILITATION

7.1 Platform Functionality and Role in Payment Facilitation.

Lumino is a digital commerce Platform designed to help Sellers and Affiliates (as defined below) market, distribute, and deliver Lumino products and services to Customers. The Platform integrates tools for order coordination and payment facilitation. When a Customer purchases through the Platform, payments are processed via a licensed third-party payment processor. These funds are allocated to the Seller's connected account, and Lumino does not take custody of, commingle, or exercise control over the underlying funds.

7.2 Representation of Seller Balances.

Seller balances on the Platform are reflected via an internal ledger system as [“Lumino Credits.”] These credits represent the Seller's available funds held by the integrated payment provider and are for dashboard reference only. Lumino Credits are not currency, stored value, or redeemable instruments, and they cannot be transferred between users or outside the Platform. Lumino does not issue or hold prepaid access tools or manage stored value systems.

7.3 Limited Role in Fund Movement.

Lumino does not independently transmit or redirect funds. All payments are routed through and settled by the third-party payment processor. The Platform merely facilitates the interface for transaction initiation. Once payment is successfully processed, the funds are considered allocated to the Seller's connected account, and Lumino does not otherwise intervene or modify the transmission process.

7.4 Allocation of Transaction Responsibility.

Sellers are the sole parties responsible for the goods and services sold through Lumino, including all matters related to fulfillment, refunds, disputes, and chargebacks. While Lumino may offer tools to initiate refunds via the processor's interface, the Seller remains financially liable, and such reversals are drawn from the Seller's designated balance. Lumino does not guarantee, insure, or absorb liability for any Customer transaction or dispute.

7.5 Platform Authorization and Representations.

By using Lumino, Sellers authorize Lumino to coordinate with third-party processors for the limited purpose of collecting payments on the Seller's behalf. This authorization reflects an operational model wherein payment made to the Platform is treated as payment to the Seller, as part of an integrated commercial transaction. Lumino does not engage in standalone financial or money transmission activities.

7.6 Requests for Information and Ongoing Reviews.

Sellers agree to provide any documentation or information reasonably requested by Lumino to confirm business identity, investigate activity, or satisfy compliance obligations. Lumino may suspend access or delay payouts until requested materials are provided. Lumino reserves the right to review Seller accounts periodically, with or without notice.

7.7 Jurisdictional Sensitivities and Operational Caution.

Lumino structures its payment facilitation to operate within recognized exemptions under applicable financial regulations. However, certain jurisdictions may interpret Platform involvement more restrictively. These Terms do not constitute a guarantee of regulatory exemption or license status. Sellers are responsible for understanding and complying with all laws relevant to their operations, including tax, financial, and consumer protection laws.

7.8 Disclaimers.

The Lumino Platform is provided “as is” and “as available.” Lumino makes no warranties—express or implied—regarding regulatory outcomes, compliance status, or financial licensing. Lumino disclaims all liability for seller actions or misuse of the services and for failures to comply with third-party payment provider requirements or applicable law.

SECTION 8 - CONTENT OWNERSHIP AND USAGE RIGHTS

8.1 Ownership of Seller Content.

Sellers retain ownership of all content submitted to Lumino, including brand assets, product listings, media, and other materials (“Seller Content”). Lumino does not claim ownership over Seller Content but requires a license to use it to operate the Platform.

8.2 License to Lumino.

By uploading or submitting Seller Content to the Platform, you grant Lumino and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and sublicensable license to use, display, reproduce, distribute, publish, adapt, and create derivative works from such content. This includes promotional, operational, and archival uses. The license survives termination only to the extent needed to comply with ongoing obligations or preserve transaction history.

8.3 Representations and Warranties.

You represent and warrant that you hold all necessary rights to the Seller Content and that it does not infringe upon any third-party rights or violate any laws. You further agree not to upload or distribute content that is misleading, offensive, illegal, or in violation of any policy established by Lumino.

8.4 Content Restrictions.

Sellers are strictly prohibited from submitting content that:

• Is unlawful, defamatory, abusive, or otherwise objectionable;

• Contains malware, viruses, or corrupted files;

• Infringes upon third-party intellectual property rights;

• Promotes illegal activity;

• Competes with Lumino services or misleads users;

• Interferes with Platform functionality or security.

Lumino may, in its discretion, remove or restrict access to any content deemed to violate these Terms or pose a risk to users or the Platform.

8.5 Monitoring and Enforcement.

Lumino is under no obligation to actively monitor Seller Content or user activity on the Platform. However, Lumino reserves the right, at any time and in its sole discretion, to review, screen, monitor, remove, report, block, filter, mute, or disable access to any content uploaded to or transmitted through the Service. This includes content that Lumino determines, in its judgment, may be unlawful, offensive, harmful, infringing, or otherwise objectionable or inconsistent with the integrity or intended purpose of the Platform. Sellers acknowledge that by using the Service, they may be exposed to content they find objectionable or offensive. Lumino does not assume any responsibility or liability for any content posted by users, or for any loss, harm, or damage resulting from the use of or reliance on such content. You further acknowledge and agree that Lumino may, for operational, compliance, or legal purposes, monitor and inspect content and communications transmitted through the Service. Such monitoring may include the examination, logging, copying, and use of information in accordance with our Privacy Policy. The decision to monitor in any particular instance does not waive or impose any obligation on Lumino to monitor generally.

8.6 Trademarks and Brand Usage.

By submitting Seller branding or trademarks, you grant Lumino a non-exclusive, royalty-free license to use such marks in connection with the promotion and delivery of your products and services. This license includes usage in marketing, search results, listings, and internal communications. It continues post-termination only to the extent necessary to fulfill prior transactions or legal requirements.

8.7 Lumino Intellectual Property.

The Lumino Platform—including all design, code, content, interfaces, and underlying infrastructure—remains the sole property of Lumino or its licensors. Sellers receive no rights or licenses except those explicitly granted under these Terms. Unauthorized use, reproduction, or distribution of Lumino's proprietary content is strictly prohibited.

SECTION 9 - TERM AND TERMINATION

9.1 Term of Agreement.

These Terms shall remain in effect from the date you first access or use the Platform and will continue in full force unless terminated in accordance with this Section. If you have executed a separate written agreement with Lumino, the terms of that agreement shall control in the event of a conflict with this Section.

9.2 Termination by Lumino.

Lumino may, in its sole and absolute discretion, suspend, restrict, or terminate your Seller account, access to the Platform, or any portion thereof, at any time, with or without notice or liability, and for any reason or no reason, including but not limited to:

• any actual or suspected violation of these Terms or applicable law;

• your failure to respond to information or verification requests;

• reputational risk, excessive chargebacks, or unresolved disputes;

• instruction by a payment processor, regulatory body, or governmental authority.

Lumino is not obligated to provide a reason for termination and is under no obligation to reinstate access once suspended or revoked.

9.3 Termination by Seller.

Unless otherwise agreed to in writing by Lumino, you may terminate your Seller account and discontinue use of the Platform at any time by providing written notice to Lumino. However, termination shall not relieve you of any obligations accrued prior to the termination date, including the fulfillment of customer orders, payment of outstanding fees, or resolution of pending matters.

9.4 Effect of Termination.

Upon termination:

• Your right to use the Platform shall immediately cease;

• Lumino may delete, remove, or restrict access to your listings, data, or account materials;

• You shall remain liable for any outstanding amounts owed to Lumino, third-party service providers, or customers;

• Lumino may, at its discretion, offset or deduct funds from your account balance for any unpaid fees, chargebacks, customer refunds, taxes, or other liabilities.

• Lumino shall not be liable for any resulting losses, including lost revenue, goodwill, or customer relationships. You are solely responsible for maintaining backups of any content or data uploaded to the Platform.

9.5 Withholding and Refunds.

If your account is suspended or terminated for breach, fraud, excessive disputes, or non-compliance with these Terms or applicable law, Lumino reserves the right to withhold any funds in your account. Lumino may, in its sole discretion, return such funds to buyers, apply them against liabilities, or transfer them to a third-party payment processor or governmental authority pursuant to unclaimed property or escheatment laws.

9.6 Regulatory and Risk Concerns.

Lumino reserves the right to report suspicious activity to regulators, processors, or law enforcement. Where required to do so by applicable law or contractual obligation, Lumino may disclose user data or transaction records. You acknowledge that Lumino is not liable for withholding funds or suspending services in connection with regulatory investigations, risk assessments, or suspected fraud.

9.7 Reinstatement Restrictions and Disposition of Proprietary Funds.

In the event your Seller account is terminated due to a breach of these Terms, fraudulent activity, misuse of the Platform, or other unauthorized conduct, you shall be strictly prohibited from re-registering or accessing the Lumino Platform under any alternate name, account, business entity, or identity without the prior express written consent of Lumino. Upon such termination, Lumino shall retain the exclusive right to set off, withhold, or apply any amounts due and owing to Lumino—including, without limitation, Platform fees, penalties, chargebacks, refund liabilities, or indemnifiable losses—against any amounts otherwise payable to you. You expressly authorize Lumino and its designated Payment Provider(s) to execute such offsets and take any action necessary to enforce the foregoing. Any residual funds remaining following applicable offsets or adjustments shall be deemed proprietary funds subject to applicable escheatment, unclaimed property, or abandonment laws, and you hereby authorize Lumino to act on your behalf to ensure full compliance with any such obligations. Further, should Lumino determine, in its sole and exclusive discretion, that any portion of the funds held in your account arose from fraud, illegality, or willful misconduct, such funds shall be deemed forfeited and may be retained or disposed of at the direction of Lumino or its Payment Provider(s), without liability to you, and Lumino may disclose such conduct to regulatory or law enforcement authorities as required or appropriate under applicable law.

9.8 Continuing Obligations.

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: payment obligations, content and intellectual property licenses, indemnification obligations, disclaimers of warranty, and limitations of liability.

SECTION 10 - SELLER CONTENT AND USAGE RIGHTS

10.1 Ownership of Seller Content.

Sellers retain ownership of all original content they submit, upload, publish, broadcast, or otherwise transmit (“Post”) to the Lumino Platform in connection with their offerings (“Seller Content”). This includes, without limitation, product descriptions, media assets, branding materials, pricing information, and any works of authorship. Lumino does not claim ownership of Seller Content but requires certain usage rights in order to operate, promote, and improve the Platform.

10.2 License to Lumino.

By Posting Seller Content, you grant Lumino and its affiliates a worldwide, non-exclusive, royalty-free, fully paid, perpetual, irrevocable, sublicensable, and transferable license to use, display, reproduce, distribute, store, archive, publish, adapt, create derivative works from, publicly perform, and otherwise utilize such Seller Content for the purpose of operating and improving the Lumino Platform and delivering associated services. This license includes, without limitation, promotional use, placement in search results or recommendations, and use in connection with audits, legal compliance, support functions, or dispute resolution. This license survives account termination to the extent needed to comply with legal obligations, support historical transaction records, or enforce these Terms.

10.3 Seller Representations and Warranties.

By Posting Seller Content, you represent and warrant that:

• You are the sole author, creator, and rightful owner of the Seller Content or have all necessary licenses, rights, permissions, and consents to Post the Seller Content and to grant the rights specified in this Section;

• Your Seller Content is honest, accurate, and not misleading to buyers;

• Your Seller Content does not and will not infringe, misappropriate, or violate the rights of any third party, including copyright, trademark, trade secret, privacy, publicity, contractual, or proprietary rights;

• Your Seller Content complies with all applicable laws, advertising guidelines, and regulations in the jurisdictions in which your products or services are marketed or sold;

• Your Seller Content is not defamatory, obscene, harassing, hateful, exploitative, or otherwise inappropriate for the Lumino community or customer base;

• You are not Posting Seller Content on behalf of or in affiliation with a party who has previously been suspended or banned from Lumino without our express written approval.

10.4 Responsibility and Liability for Seller Content.

Sellers are solely and entirely responsible for all Seller Content they provide, including any consequences, disputes, liabilities, or legal claims that arise from such content. Lumino is not responsible for any representations, warranties, or claims made by Sellers through Seller Content, and makes no endorsement or guarantee regarding any product or service described therein. You agree to indemnify and hold harmless Lumino, its affiliates, and personnel from all liability, losses, or damages arising out of or related to your Seller Content.

10.5 Platform Standards and Enforcement Rights.

Lumino retains the full right, but not the obligation, to monitor, review, filter, or remove Seller Content at any time and for any reason, including, but not limited to:

• Violations of these Terms or applicable law;

• Infringement claims or third-party complaints;

• Internal compliance, reputational risk, or Platform integrity concerns;

• Security vulnerabilities or technical disruptions.

• Lumino is not required to disclose the basis or process for such actions and bears no liability for decisions made under this provision. Monitoring may include examination, recording, or archival of Seller Content or communications, in accordance with our Privacy Policy.

10.6 No Transfer of Lumino IP.

Nothing in these Terms grants any Seller rights in or to Lumino's proprietary technology, trademarks, software, user interface, infrastructure, or Platform design. All rights, title, and interest in and to the Lumino Platform remain exclusively with Lumino and its licensors. Sellers may not copy, distribute, modify, or derive works from Lumino materials without prior written consent.

10.7 Content Download and Backup Responsibility.

Lumino does not guarantee that Seller Content will remain accessible after removal or account termination. You are solely responsible for maintaining independent backups of any content or data that is valuable to your business or required for compliance or tax purposes.

10.8 Privacy Obligations and Age Restrictions.

Sellers acknowledge and agree that their use of the Lumino Platform is subject to Lumino's Privacy Policy and all applicable data protection laws and regulations. Lumino is committed to protecting the privacy of its users and expects all Sellers to adhere to the same standard when collecting, handling, or processing any personal information through the Platform. In particular, Sellers must not collect, target, or knowingly interact with individuals under the age of 13 in violation of the Children's Online Privacy Protection Act (“COPPA”) or similar laws. Lumino does not knowingly permit the registration or participation of individuals under the age of 13 on its Platform, and any content, product, or experience offered by a Seller must comply with this restriction. Sellers are responsible for understanding and complying with all applicable laws governing user privacy, data collection, and age restrictions. Failure to do so may result in immediate account suspension or termination, removal of content, and other actions as described in these Terms. For more information on how Lumino collects, uses, and protects personal data, please review our full Privacy Policy.

SECTION 11 - THIRD-PARTY ACCOUNT ACCESS AND INTEGRATIONS

In connection with your use of the Platform, Lumino may offer or require integrations with external Platforms, accounts, or systems operated by third parties (“Third-Party Accounts”). These may include, but are not limited to, services such as Stripe, Discord, Google, Twitter, Facebook, and other tools that facilitate communication, content delivery, payment processing, community management, or analytics.

By linking or authorizing access to any Third-Party Account, you expressly grant Lumino permission to access, retrieve, use, store, transmit, and otherwise process information, data, content, and account credentials from such services on your behalf, solely to the extent required to enable features of the Lumino Platform. You acknowledge that this authorization remains in effect until explicitly revoked by you and may be required as a condition of using certain portions of the Service.

You are solely responsible for the security and ongoing management of any Third-Party Account credentials used in connection with the Platform. You must maintain accurate and up-to-date credentials and take reasonable steps to safeguard your login information. Lumino disclaims all responsibility for access or activity resulting from your failure to do so.

You acknowledge and agree that Lumino does not control, and is not responsible for, the availability, functionality, policies, or terms of any Third-Party Account or service. Lumino cannot guarantee the continued compatibility of the Service with any Third-Party Account, and reserves the right to disable or remove integrations at any time without notice or liability. You further acknowledge that the providers of such Third-Party Accounts may impose their own terms of use, privacy policies, and compliance standards, which you are solely responsible for reviewing and adhering to.

Lumino may restrict or revoke your access to the Platform in the event that your Third-Party Account is compromised, suspended, or otherwise becomes non-compliant with applicable laws or third-party terms. In such cases, Lumino shall not be responsible for any resulting loss of access, data, or functionality.

Nothing in these Terms shall be construed to imply any sponsorship, partnership, or joint venture between Lumino and any third-party provider. Lumino's access to or use of Third-Party Accounts is provided solely as a convenience to you and is governed by the limitations of liability set forth in Section 12.

SECTION 12 - LIMITATIONS OF LIABILITY AND THIRD-PARTY SERVICES DISCLAIMER

12.1 Disclaimer of Warranties.

THE LUMINO PLATFORM, INCLUDING ALL SOFTWARE, TECHNOLOGY, INFRASTRUCTURE, DATA INTEGRATIONS, USER INTERFACES, PAYMENT TOOLS, THIRD-PARTY PLUG-INS, COMMUNICATIONS FEATURES, AND SERVICES MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE PLATFORM, IS PROVIDED STRICTLY ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. LUMINO TECHNOLOGIES, INC. AND ITS OFFICERS, DIRECTORS, AFFILIATES, AGENTS, LICENSORS, CONTRACTORS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “LUMINO PARTIES”) MAKE NO GUARANTEES OR ASSURANCES AS TO THE PERFORMANCE, SECURITY, FUNCTIONALITY, AVAILABILITY, OR RESULTS OF THE PLATFORM OR RELATED SERVICES.

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE LUMINO PARTIES DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR THAT USE OF THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. NO ADVICE OR INFORMATION (WHETHER ORAL OR WRITTEN) OBTAINED BY YOU FROM LUMINO SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

12.2 Indemnification.

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LUMINO TECHNOLOGIES, INC., AND ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “LUMINO PARTIES”) FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES (WHETHER ACTUAL, CONSEQUENTIAL, OR OTHERWISE), LOSSES, LIABILITIES, JUDGMENTS, PENALTIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR IN ANY WAY RELATED TO: (A) YOUR USE OF OR ACCESS TO THE PLATFORM (INCLUDING ANY ACTION TAKEN BY A THIRD PARTY USING YOUR ACCOUNT); (B) YOUR OFFERING, PROMOTION, OR SALE OF PRODUCTS THROUGH THE PLATFORM; (C) YOUR VIOLATION OF THESE TERMS OR ANY LAW, RULE, OR REGULATION; OR (D) ANY INFRINGEMENT OR MISAPPROPRIATION OF THIRD-PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY, PRIVACY, OR PUBLICITY RIGHTS.

IN THE EVENT THAT A CLAIM, SUIT, OR ACTION (“CLAIM”) IS BROUGHT AGAINST ANY LUMINO PARTY, LUMINO MAY, AT ITS OPTION, PROVIDE NOTICE OF SUCH CLAIM TO THE CONTACT INFORMATION ASSOCIATED WITH YOUR ACCOUNT. FAILURE TO PROVIDE OR RECEIVE SUCH NOTICE SHALL NOT DIMINISH OR LIMIT YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS SECTION.

12.3 Limitation of Liability.

Under no circumstances and under no legal theory (whether based in contract, tort, negligence, strict liability, statute, or otherwise) shall the Lumino Parties be liable to you or any third party for: (a) any indirect, incidental, special, punitive, exemplary, or consequential damages; (b) any loss of profits, revenues, goodwill, customers, opportunities, data, or content; (c) any business interruption, device failure, or delay in accessing or using the Platform; (d) any damages for substitute products or services, or for your reliance on incomplete or inaccurate content; or (e) any damages arising out of your use of, or inability to use, the Platform or any third-party Platform, regardless of whether Lumino was advised of the possibility of such damages. In all events, the Lumino Parties' total cumulative liability to you for any claims arising out of or relating to these Terms or the use of the Platform shall not exceed the greater of one hundred U.S. dollars (USD $100) or the total amount actually paid by you to Lumino for the Platform during the twelve (12) month period preceding the event giving rise to such liability. The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of any limited remedy and shall survive any termination of your relationship with Lumino.

12.4 Third-Party services and Platform Integrations.

Lumino integrates with third-party service providers—such as payment processors, fraud screening vendors, Know-Your-Customer (KYC) verification tools, data storage Platforms, communication frameworks, analytics services, and other application programming interfaces (APIs)—in order to power certain features of the Platform. These third-party services operate independently from Lumino, and your use of them is governed by the applicable provider's own terms, policies, and eligibility requirements. Lumino does not guarantee the availability, performance, or reliability of any third-party service, nor does it control how these providers conduct identity checks, enforce compliance, handle funds, or resolve errors. Any disruption, limitation, or error in a third-party service is the sole responsibility of that provider. You acknowledge and agree that Lumino bears no liability for any acts or omissions of third-party services, including delays, account restrictions, inaccurate data handling, fund reversals, blocked payments, or the inability to access linked services. Your sole recourse for issues involving third-party services is directly with the relevant provider.

12.5 Obligations Regarding Third-Party Compliance.

You are solely responsible for reviewing and complying with any applicable requirements from third-party providers, including but not limited to:

• Account linking and maintenance requirements;

• Anti-money laundering (AML) and KYC obligations;

• U.S. tax and international tax reporting rules;

• Acceptable use standards and payment network restrictions; and

• Data retention, protection, and export regulations.

Lumino will not be responsible for your failure to comply with third-party terms or for any resulting suspension, fund hold, or service limitation imposed on you by a third-party provider. You understand that certain features of the Platform may not be available to you unless and until you satisfy all third-party onboarding, compliance, or verification requirements.

12.6 Force Majeure and External Factors.

Lumino shall not be liable for any delay, interruption, or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, natural disasters, power outages, labor disputes, governmental actions, war, terrorism, pandemics, supply chain disruptions, internet failures, or actions by hosting or infrastructure partners. Such events shall not constitute a breach of these Terms.

12.7 Survival.

All limitations of liability, disclaimers, indemnity obligations, and exclusions of warranties set forth in these Terms shall survive the termination or expiration of your use of the Platform and shall continue to apply in full force and effect notwithstanding any contrary provision elsewhere in this Agreement.

SECTION 13 - COMMUNICATIONS AND NOTIFICATIONS

13.1 Electronic Communications Consent.

By using the Platform, you consent to receive communications from Lumino through electronic means, including but not limited to email, SMS/text messaging, push notifications, in-app messaging, and other digital formats. These communications may include transactional updates, promotional offers, security notices, policy changes, and service-related announcements relevant to your activity on the Platform.

13.2 Push Notifications.

When accessing the Lumino mobile application, you may receive push notifications delivered to your device. These are designed to facilitate real-time updates and engagement with the Platform. You may manage or disable these notifications through your device's settings, but doing so may limit functionality or prevent you from receiving important updates.

13.3 Email Communications.

Lumino may send you email communications related to your account, purchases, service changes, and promotions. You may opt out of marketing emails by clicking the unsubscribe link within those messages. Transactional and legally required emails will continue regardless of opt-out status, as they are essential to the operation of your account.

13.4 SMS and Mobile Messaging.

By providing your mobile number and using the Platform, you authorize Lumino to send you SMS or similar mobile messages. These may include confirmations, security alerts, support follow-ups, and promotional content. Message frequency may vary. Standard message and data rates may apply, and you are responsible for all such charges.

13.5 Opt-In and Opt-Out Procedures.

• Opt-In: By voluntarily providing your mobile number and interacting with Lumino, you are granting consent to receive SMS messages.

• Opt-Out: You may withdraw this consent by replying “STOP” to any message. After doing so, you may receive one confirmation message acknowledging your request.

13.6 Accuracy and Authority of Contact Information.

You represent that all contact information you provide, including mobile numbers and email addresses, is accurate and belongs to you or a party from whom you have received explicit authorization. You agree not to register contact details for any person who has not consented to receive communications from Lumino. You will be responsible for any claims arising out of a violation of this obligation.

13.7 Communication Interruptions and Limitations.

Lumino makes reasonable efforts to deliver messages promptly, but disclaims responsibility for delays, failures, or technical limitations that may affect delivery. Communication services may be impacted by outages, third-party provider issues, or device settings, and you agree that reliance on time-sensitive messaging is at your own discretion.

13.8 Data Use and Privacy.

Your communications with Lumino are governed by the Privacy Policy, which outlines how we collect, store, and use your contact information. Lumino may retain and use communication records as required for operational, legal, and security purposes, and you acknowledge that such use is necessary to facilitate your use of the Platform.

SECTION 14 - CONFIDENTIALITY, NON-SOLICITATION, AND BETA TESTING

14.1 Confidentiality (Mutual).

Each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain non-public, proprietary, or confidential information in connection with the Platform, including but not limited to business plans, customer lists, technical data, software, marketing strategies, financial information, or product materials (“Confidential Information”). The Receiving Party agrees to (a) protect such Confidential Information using the same level of care that they use with respect to their own confidential information, but in no event less than reasonable care for the applicable industry; (b) not disclose it to any third party without the Disclosing Party's written consent; and (c) use it only as necessary to perform under these Terms. These obligations shall not apply to information that, in each case as supported by documentary evidence (i) was lawfully known by the Receiving Party before disclosure; (ii) becomes public without breach of these Terms; (iii) is disclosed by a third party lawfully and without restriction; or (iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. If compelled by law, the Receiving Party may disclose Confidential Information, provided it gives advance written notice (if legally permitted) to the Disclosing Party. These obligations will survive for three (3) years after termination of these Terms, other than with respect to information constituting a “trade secret” under Applicable Law, which shall remain confidential so long as the same remains a trade secret.

14.2 Non-Solicitation.

During the term of your use of the Platform and for twelve (12) months following termination, you agree that you will not, directly or indirectly:

• Solicit for employment, hire, or contract any current or former employee, independent contractor, or consultant of Lumino whom you interacted with or learned about through the Platform, without Lumino's prior written consent; or

• Solicit or attempt to solicit any Sellers, buyers, Affiliates, or other users of the Lumino Platform for a competing Platform or to reduce or discontinue their relationship with Lumino.

You agree that each violation of this Section would cause irreparable harm to Lumino and, as a reasonable estimate of damages, shall entitle Lumino to liquidated damages equal to two times (2x) the total amount paid out by Lumino to you over the three (3) months preceding the breach, in addition to any other remedies available at law or in equity.

14.3 Beta Testing and Experimental Features.

From time to time, Lumino may offer access to experimental, beta, or pre-release features or services (“Beta Features”). Beta Features are offered solely for evaluation purposes, may be modified or withdrawn at any time, and are provided “as is” without any warranties of any kind. Lumino makes no guarantees about the performance, availability, or functionality of Beta Features and disclaims all liability arising from their use. You agree not to disclose the existence, functionality, or feedback related to any Beta Feature to third parties without Lumino's express written consent. If you provide suggestions or feedback related to any Beta Feature, you grant Lumino a perpetual, irrevocable, royalty-free license to use such feedback without restriction or attribution.

SECTION 15 - AFFILIATE PROGRAM TERMS

15.1 Program Overview.

The Lumino Affiliate Program (the “Program”) is a referral-based promotional initiative that allows approved individuals (“Affiliates”) to earn Lumino Credits in exchange for referring (a) new customers who purchase products or services from Sellers on the Platform (“Buyer Affiliates”), or (b) new Sellers who activate and operate an account on the Platform (“Seller Affiliates”). Participation in the Program is available only to individuals at least 18 years of age and legally residing in the United States. Eligibility requires submission of an application and written approval from Lumino, which may be granted or withheld in Lumino's sole discretion.

Upon approval, each Affiliate will be issued a unique tracking identifier (the “Affiliate Link”) for use in online content, websites, and communications, which allows Lumino to attribute qualifying transactions to the referring party.

15.2 Relationship Structure.

All Affiliates operate as independent contractors and not as employees, agents, or legal representatives of Lumino. No partnership, joint venture, or fiduciary relationship is created by participation in the Program, and Affiliates shall not hold themselves out as having authority to bind Lumino in any manner.

15.3 Referral Compensation.

Compensation is earned based on qualified transactions, as determined by Lumino in its sole discretion:

• Seller Referrals: Affiliates may receive a share of Lumino's Platform revenue derived from a referred Seller's activity for a period of up to six (6) months from the Seller's activation date. Earnings will cease after this initial referral period.

• Buyer Referrals: For each eligible purchase completed by a Buyer through an Affiliate Link, Affiliates may receive a designated percentage or fixed amount, as specified in a then-current affiliate offer (an “Affiliate Offer”). Affiliate Offers are subject to modification or cancellation by Lumino at any time without notice. The Affiliate Offer in effect at the time of the qualifying transaction will control.

Affiliates are solely responsible for tracking the effectiveness of their Affiliate Links. If a buyer does not complete a purchase through the correct Affiliate Link, no compensation will be issued.

15.4 Restrictions and Conditions.

Participation in the Program is subject to the following ongoing requirements:

• Affiliates must truthfully represent their relationship with Lumino and may not mislead or impersonate the Platform, its Sellers, or its services.

• All promotions must be factual, lawful, and based on the Affiliate's actual experiences.

• Clear and conspicuous disclosure must be made that the Affiliate may receive compensation if a purchase is made through their link, consistent with Federal Trade Commission (FTC) guidelines.

• No content or promotional material may contain or promote hate speech, illegal activity, adult material, politically divisive content, or infringing material.

• Lumino prohibits the use of its name, marks, or related keywords (including misspellings or variations such as “Lumino coupon,” “Lumino discount,” etc.) in paid search advertising or sponsored content unless written authorization is granted in advance by Lumino.

15.5 Brand Usage License.

Affiliates may use Lumino branding materials only as explicitly licensed under these Terms. Lumino grants a limited, non-exclusive, non-transferable, revocable license to use the name “Lumino” and associated logos solely for Program participation. This license is granted for use in accordance with Lumino's trademark guidelines and may be withdrawn at any time. Unauthorized or improper use of Lumino marks may result in immediate removal from the Program and potential legal action.

15.6 Taxes and Expenses.

Affiliates are responsible for determining and satisfying any tax obligations associated with payments received under the Program. Lumino will not issue tax advice or reimburse for any costs incurred in connection with participation. If required by law, Lumino may issue Form 1099 or other tax documents and report applicable income to government authorities.

15.7 Compliance and Oversight.

Affiliates must comply with all applicable laws, advertising regulations, and Lumino policies. Lumino reserves the right to audit any Affiliate activity at any time, with or without notice, to assess compliance. Lumino may suspend or revoke Program access, withhold earnings, or permanently terminate any Affiliate account for violations of these Terms or conduct deemed abusive, deceptive, or damaging to the brand.

15.8 Termination.

Lumino may terminate an Affiliate's participation in the Program at any time, with or without cause, and without liability. Termination may include but is not limited to: immediate cessation of earnings, deactivation of Affiliate Links, and de-licensing of all branding materials. Upon termination, the Affiliate must promptly:

• Remove any Lumino branding or promotional materials;

• Cease using and distributing all Affiliate Links;

• Discontinue all public identification as an Affiliate.

If eligible, Lumino will provide a final payout for any qualified referrals accrued prior to the termination date. Affiliates must maintain an active account for at least sixty (60) days after termination to facilitate final compensation, subject to any offset for violations or clawback rights.

15.9 Program Modification and Discontinuation.

Lumino may amend, suspend, or discontinue the Program or any Affiliate Offer at any time without liability. Continued participation constitutes acceptance of any modified terms.

SECTION 16 - THIRD-PARTY INTEGRATIONS AND EXTERNAL PLATFORM ACCESS

16.1 No Control Over External Platforms.

Lumino may offer features or services that operate in coordination with or through third-party Platforms such as Apple (iOS), and other third-party tools or applications (collectively, “Third-Party Platforms”). These Platforms are operated independently and are governed by their own terms of use, policies, and procedures. Lumino does not own, control, or operate these Third-Party Platforms and disclaims any responsibility or oversight for their functionality, performance, or content.

16.2 Independent Terms Apply.

By accessing or using any feature of the Platform that interacts with a Third-Party Platform, you agree that your use of such Third-Party Platform is subject to its own terms of service, privacy policies, and any applicable community or usage rules. Lumino is not responsible for informing you of or enforcing these terms. You are solely responsible for reviewing, accepting, and complying with them.

16.3 No Warranty or Support Obligations.

Lumino provides access to Third-Party Platforms as a functional integration only and does not guarantee availability, continuity, or performance of those services. Lumino is not liable for any delay, denial of access, service interruption, account suspension, policy enforcement, or data handling decisions made by any Third-Party Platform.

16.4 Direct Resolution of Third-Party Issues.

Any issues, claims, disputes, or concerns arising from or related to your use of a Third-Party Platform must be resolved directly with the relevant third-party provider. Lumino will not intervene or act on your behalf in such matters and does not assume any responsibility for technical support, service disputes, or policy enforcement undertaken by those Platforms.

16.5 No Guarantee of Access or Compatibility.

Lumino reserves the right to disable, restrict, or discontinue any integration with a Third-Party Platform at any time, without notice or liability. We make no representations that integrations will be maintained, updated, or available for all devices, operating systems, or user types.

16.6 No Monitoring or Access Controls.

Lumino does not manage, oversee, or verify who has access to any third-party software, Platforms, or communities. You are solely responsible for managing invitations, permissions, user lists, and revocation of access as applicable. Lumino does not check, track, or audit third-party software usage on your behalf, and you agree that any such oversight is entirely your responsibility.

SECTION 17 - GOVERNING LAW & DISPUTE RESOLUTION

17.1 Governing Law and Venue.

These Terms, and any dispute arising out of or relating to these Terms, the Platform, or the relationship between the parties, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any judicial proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Houston, TX, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

17.2 Binding Arbitration.

Except as otherwise expressly provided herein, you and Lumino agree that any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved solely through binding, final, and individual arbitration. Arbitration will be administered by JAMS in accordance with its Streamlined Arbitration Rules and Procedures, as modified by these Terms. The arbitration shall take place in Houston, Texas, and will be conducted in English by a single arbitrator experienced in commercial and technology matters. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement. Notwithstanding the foregoing, either party may: (i) bring an individual action in small claims court if it qualifies; (ii) pursue enforcement through an applicable federal, state, or local agency; and (iii) seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, proprietary rights, or confidential information.

17.3 Opt-Out of Arbitration.

You may opt out of this arbitration agreement by sending written notice within thirty (30) days of first accepting these Terms. Your notice must include your full legal name, the email address associated with your Lumino account, your mailing address, and a clear statement of your intent to opt out of arbitration. Opt-out notices must be sent to:

Lumino Technologies, Inc.

Attention: Legal Department – Arbitration Opt-Out

4201 Main Street, Ste. 201, Houston, TX 77002

If you properly opt out, arbitration will not apply, but all other provisions of these Terms will continue in effect.

17.4 Arbitration Costs.

Each party will be responsible for its own arbitration costs, including attorneys' fees, filing fees, and related expenses. Lumino will not cover or reimburse any portion of your arbitration costs unless specifically required by law or awarded by the arbitrator. If the arbitrator determines that any claim is frivolous or brought in bad faith, you agree to reimburse Lumino for all legal fees and associated costs incurred in defending against such claims.

17.5 Small Claims and Injunctive Relief.

Nothing in this Section shall be construed to waive either party's right to seek resolution of qualifying claims in a small claims court in Texas or the United States county where you reside or conduct business. In addition, either party may pursue injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misuse of intellectual property.

17.6 Waiver of Jury Trial.

YOU AND LUMINO HEREBY IRREVOCABLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A JURY TRIAL IN ANY DISPUTE OR CLAIM ARISING FROM THESE TERMS OR THE SERVICES, INCLUDING ANY CLAIM RELATING TO THE ENFORCEMENT OR SETTING ASIDE OF AN ARBITRATION AWARD. ALL SUCH DISPUTES WILL BE RESOLVED BY A JUDGE IN A COURT OF LAW OR THROUGH BINDING ARBITRATION.

17.7 Waiver of Class Actions.

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS. YOU AND LUMINO AGREE THAT NEITHER PARTY SHALL BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF THIS WAIVER IS DEEMED UNENFORCEABLE, THEN NEITHER PARTY SHALL BE ENTITLED TO ARBITRATION, AND ALL CLAIMS AND DISPUTES SHALL BE RESOLVED IN COURT.

SECTION 18 - GENERAL TERMS

18.1 Entire Agreement.

These Terms of Service, together with all policies, attachments, addenda, and documents expressly incorporated by reference (including the Privacy Policy and any applicable Seller or Platform-specific agreements, including, without limitation, the Channel Partner Agreement), constitute the entire agreement between you and Lumino with respect to the subject matter herein. They supersede all prior and contemporaneous communications, negotiations, or agreements, whether oral or written.

18.2 No Waiver.

No failure or delay by Lumino in exercising any right, remedy, power, or privilege under these Terms shall operate as a waiver thereof. Any waiver must be in writing and signed by an authorized representative of Lumino. A waiver of any breach or default shall not be deemed a waiver of any subsequent breach or default.

18.3 Severability.

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it enforceable or, if modification is not possible, severed from these Terms. The remaining provisions shall remain in full force and effect.

18.4 Assignment.

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms—by operation of law or otherwise—without the prior written consent of Lumino. Any attempted assignment in violation of this Section shall be null and void. Lumino may freely assign or transfer these Terms and all rights and obligations hereunder, in whole or in part, without your consent and without notice.

18.5 Independent Contractors.

The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. You do not have authority to bind Lumino or incur obligations on its behalf.

18.6 Force Majeure.

Lumino shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, internet or power outages, labor disputes, governmental actions, acts of war, civil disturbances, pandemics, or natural disasters.

18.7 Survival.

All provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: intellectual property provisions, disclaimers of warranty, limitations of liability, indemnification obligations, payment obligations, dispute resolution terms, and any rights or licenses granted to Lumino.

18.8 Third-Party Beneficiaries.

Except as expressly provided herein, there are no third-party beneficiaries to these Terms. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

18.9 Statute of Limitations.

To the fullest extent permitted by law, any claim or cause of action arising out of or related to the Platform or these Terms must be filed within one (1) year after such claim or cause of action arises. Any claim not filed within that time will be deemed permanently barred.

18.10 Electronic Communications.

You consent to receive all communications from Lumino electronically, including via email, dashboard notifications, or Platform postings. This satisfies any legal requirement that such communications be in writing.

If you have any questions, concerns, or require assistance regarding these Terms or your use of the Platform, please contact us at info@golumino.com.