Luani Contractor System — Terms of Service

of Luani LLC

Last updated: 2026-09-08

1. Acceptance & binding agreement

By accessing or using Luani Contractor System (the "Service"), you agree to these Terms of Service (these "Terms"). These Terms are a binding legal agreement between you and Luani LLC ("Company", "we", "us", "our"). If you do not agree to these Terms, do not access or use the Service.

For accounts, you indicate acceptance by clicking "I agree" (or a similar button) during sign-up. For general browsing, continued use of the Service after these Terms are posted constitutes acceptance.

2. Subscriptions & billing

Paid features of the Service are offered on a subscription basis. Subscription fees are billed in advance on a recurring basis (monthly, annually, or another interval selected at sign-up) and are non-refundable except as expressly stated in these Terms or required by applicable law. All fees are stated in US Dollars unless otherwise indicated, and you are responsible for all applicable taxes.

Your subscription will automatically renew at the end of each billing period for the same term at the then-current price, unless you cancel before the renewal date. Company will charge the payment method on file at each renewal. You authorize Company to store your payment method and to charge it for all recurring fees until you cancel.

You may cancel your subscription at any time from your account settings or by contacting [email protected]. Cancellation takes effect at the end of the current billing period; you will retain access until that time. Company does not provide prorated refunds for partial periods except where required by applicable law.

Except as required by applicable law, subscription fees are non-refundable once charged. If you cancel mid-period, you will not receive a refund for the remaining portion. Consumers located in the European Union, United Kingdom, and other jurisdictions with mandatory withdrawal rights may cancel within 14 days of initial subscription and receive a refund, unless the Service has been substantially delivered during that period.

Company may change subscription prices. Price changes take effect at the start of your next billing period and will not affect the current period. Company will provide at least 30 days' advance notice (by email or in-app notification) before any price change, so you can cancel before the change takes effect if you do not wish to accept it.

Cancellation must be at least as easy as sign-up. You may cancel through the same channel in which you subscribed, without navigating extra steps, calls, or chats. Company will not charge any cancellation fee, and Company will confirm your cancellation by email.

Company may offer a free trial. Unless you cancel before the trial ends, your subscription will automatically convert to a paid subscription at the then-current price, and Company will charge your payment method. Trial eligibility and length are set by Company and may be limited to one trial per customer, household, or payment method.

3. Payments

All fees are due and payable at the time of purchase or at the start of each billing period. Payments are processed by third-party payment processors, and by providing payment information you authorize those processors to charge your payment method on Company's behalf. You represent that you are authorized to use the payment method you provide and that the information is accurate.

Prices stated on the Service are exclusive of taxes unless noted. You are responsible for all applicable sales, use, VAT, GST, and similar taxes on your purchases, other than taxes based on Company's net income. Where Company is required by law to collect and remit such taxes, those will be added to your invoice or charge.

4. Services / agency

Each party will treat as confidential any non-public information disclosed by the other party that is marked confidential or that a reasonable person would understand to be confidential, and will use that information only to perform obligations or exercise rights under these Terms. Confidentiality obligations survive for three years after termination (or indefinitely for trade secrets). Obligations do not apply to information that is or becomes public without breach, is independently developed, or is lawfully obtained from a third party.

Company will perform the services described in a statement of work, proposal, or order form accepted by Client (each an "SOW"). Each SOW is incorporated into these Terms by reference. Services outside the scope of an accepted SOW are not covered and require a separate SOW or change order.

5. Acceptable use

You agree not to use the Service, and not to permit any third party to use the Service:

• For any unlawful purpose or in violation of any applicable law, regulation, or third-party rights;
• To infringe any patent, trademark, trade secret, copyright, right of publicity, or other intellectual-property or proprietary right;
• To upload, transmit, or distribute any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, or otherwise objectionable;
• To impersonate any person or entity or misrepresent your affiliation with any person or entity;
• To send unsolicited commercial communications, chain letters, pyramid schemes, or spam;
• To upload, transmit, or distribute any virus, worm, trojan, malware, ransomware, or other malicious code;
• To interfere with, disrupt, overload, or attempt to gain unauthorized access to the Service, user accounts, or Company's servers, networks, or systems;
• To use any automated means (bots, scrapers, crawlers, data-mining tools) to access, index, or copy the Service, except for search-engine indexing of public pages consistent with Company's robots.txt;
• To reverse-engineer, decompile, or disassemble any portion of the Service or attempt to derive its source code, except to the extent applicable law prohibits that restriction;
• To remove, obscure, or alter any proprietary notices or labels on or in the Service;
• To use the Service to build a competing product or benchmark it without Company's prior written consent;
• To facilitate or encourage any of the foregoing.

Company may impose rate limits, quotas, or fair-use caps on the Service and may temporarily suspend or throttle access for accounts that exceed them, generate disproportionate load, or behave in ways that harm other users or Company's infrastructure.

6. Intellectual property

The Service, including all software, content, design, text, graphics, logos, trademarks, trade dress, and compilations thereof, is owned by Company or its licensors and is protected by copyright, trademark, and other intellectual-property laws. Except for the limited rights expressly granted in these Terms, no right, title, or interest in the Service is transferred to you, and Company reserves all rights not expressly granted.

If you provide Company with feedback, suggestions, bug reports, feature requests, or ideas about the Service ("Feedback"), you grant Company a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use, modify, and exploit the Feedback for any purpose, without any obligation or compensation to you.

Upon Client's full payment of fees due, Company assigns to Client all right, title, and interest in the final deliverables created specifically for Client under a statement of work. Company retains ownership of pre-existing materials, tools, methodologies, templates, and general know-how used in creating the deliverables, and grants Client a perpetual, non-exclusive license to use those pre-existing materials solely as embedded in the final deliverables.

7. User-generated content

You retain all rights in content and data you upload or input into the Service. You grant Company a limited, non-exclusive, royalty-free license to host, process, and display that content and data solely as needed to provide the Service to you and, where applicable, to your authorized users. Company will not use your content or data to train third-party AI models or for advertising without your express consent.

8. DMCA & copyright

Company complies with the Digital Millennium Copyright Act (DMCA) and has designated an agent to receive notices of alleged copyright infringement. To qualify for safe-harbor protection, notices must be sent to the designated agent below and must satisfy the DMCA's requirements (17 U.S.C. § 512(c)(3)).

Company's designated-agent registration with the US Copyright Office is available at the Copyright Office's DMCA Designated Agent Directory.

9. AI features

The Service uses artificial intelligence and machine-learning systems ("AI Features") to generate responses, recommendations, summaries, or other output. AI Features may produce incorrect, biased, or misleading output and should not be relied on as professional advice. You are responsible for reviewing and verifying AI-generated output before relying on or publishing it.

AI-generated output is for informational purposes only and does not constitute legal, medical, financial, tax, or other professional advice. You should consult a qualified professional before acting on AI-generated output in any regulated or high-stakes context.

10. Warranty disclaimers

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICE AND ALL CONTENT, PRODUCTS, AND MATERIALS PROVIDED ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ANY CONTENT, INFORMATION, SOFTWARE, OR MATERIAL PROVIDED THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Unless Company has entered into a separate, written service-level agreement (SLA) with you, Company does not guarantee any level of uptime, availability, or response time for the Service. Scheduled maintenance, emergency patches, and outages caused by third-party providers or events beyond Company's control are not breaches of these Terms.

11. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

The limitations in this section do not apply to (a) either party's indemnification obligations, (b) your obligation to pay fees when due, (c) Company's gross negligence, willful misconduct, or fraud, (d) breaches of confidentiality, or (e) any liability that cannot be excluded or limited under applicable law.

You acknowledge that Company has set its prices and entered into these Terms in reliance on the liability disclaimers and limitations set forth in these Terms, which allocate the risks between you and Company and form an essential basis of the bargain between the parties. These limitations will apply notwithstanding the failure of any limited remedy of its essential purpose.

12. Indemnification

You agree to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the Service, (b) your User Content, (c) your violation of these Terms, (d) your violation of any third-party right, including intellectual-property or privacy rights, or (e) your violation of any applicable law. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with Company in asserting any available defenses.

Each party will indemnify, defend, and hold harmless the other party from and against any third-party claims, and related damages and costs (including reasonable attorneys' fees), arising out of (a) the indemnifying party's breach of these Terms, (b) the indemnifying party's gross negligence or willful misconduct, or (c) a claim that materials the indemnifying party provided infringe a third party's intellectual-property rights. The indemnified party must promptly notify the indemnifying party, cooperate in the defense, and not settle without consent (not unreasonably withheld).

13. Dispute resolution & arbitration

Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service (a "Dispute") will be resolved by binding arbitration rather than in court. This arbitration agreement is limited to claims arising out of or relating to the specific contract containing this arbitration agreement and does not extend to unrelated claims between you and Company.

The arbitration will be administered by JAMS under its then-current rules. The arbitration will be conducted by a single arbitrator who is either a retired judge or an attorney licensed to practice law. Arbitration will take place in Sarasota, Florida, by videoconference, or at another mutually agreeable location. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

The arbitrator has the exclusive authority to resolve all Disputes, except that either party may bring an action in small-claims court for claims within that court's jurisdiction, and either party may seek injunctive or other equitable relief in court for alleged intellectual-property infringement. This arbitration agreement survives termination of these Terms.

YOU AND COMPANY AGREE THAT ANY DISPUTE WILL BE BROUGHT ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE CLAIMANTS AND MAY NOT PRESIDE OVER A CLASS ARBITRATION.

You may opt out of the arbitration and class-waiver provisions within 30 days of first accepting these Terms (or within 30 days of a material change to the arbitration provisions) by sending a written opt-out notice to [email protected] that includes your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. Opting out will not affect any other provision of these Terms.

Before filing any claim against Company, you agree to first contact Company at [email protected] and attempt to resolve the dispute informally. Company will likewise attempt to resolve any dispute with you informally before filing a claim. If the dispute is not resolved within 30 days of the first informal-resolution contact, either party may then proceed to arbitration (if applicable) or court.

14. Governing law & venue

These Terms and any dispute arising out of or related to these Terms or the Service are governed by State of Florida and applicable US federal law, without regard to conflict-of-law principles.

For any Dispute not subject to arbitration, you and Company irrevocably submit to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida. Common for companies with Florida headquarters or LatAm-facing operations.

15. Termination & changes

You may stop using the Service and terminate these Terms at any time by closing your account or ceasing use. Company may terminate these Terms at any time for breach of these Terms, or upon reasonable advance notice for convenience. Company may also suspend or terminate access immediately for conduct Company reasonably believes creates legal or security risk.

Upon termination: (a) your right to access and use the Service ends; (b) Company may delete your account and associated data after a reasonable retention period, subject to applicable law; (c) amounts already paid are non-refundable except as expressly provided; and (d) provisions that by their nature should survive (including fees owed, IP, disclaimers, liability limits, indemnification, dispute resolution, and governing law) will survive termination.

Company may update these Terms from time to time. For material changes, Company will provide reasonable advance notice (for example, by email, in-app notification, or a prominent notice on the Service) before the changes take effect. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms. If you do not agree to an update, your sole remedy is to stop using the Service and, if applicable, cancel your subscription before the effective date.

16. Miscellaneous

These Terms, together with any documents expressly incorporated by reference (including the Privacy Policy and any applicable order forms, SLAs, or SOWs), constitute the entire agreement between you and Company regarding the Service and supersede all prior or contemporaneous agreements, representations, and understandings.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without Company's prior written consent. Company may assign these Terms at any time, without consent or notice, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

Company will not be liable for any delay or failure to perform caused by events beyond Company's reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, or third-party service outages.

Effective Date: 2026-09-08

Notices to you may be given by email to the address associated with your account, by posting on the Service, or by other reasonable means. Notices to Company must be sent to [email protected] (with a courtesy copy to 4918 Sabal Lake Circle) and are effective upon receipt.