Lumion Terms of Use

Revision 23 | Effective July 28, 2026

Welcome to Lumion. These Terms of Use (the "Terms") are for Lumion's school customers only and govern your use of our websites, products, services, and applications (the "Services"). Contact us at:

Email: support@lumion.ai | Phone: (307) 241-5031 | Address: 7533 S CENTER VIEW CT # 5905, WEST JORDAN, UT 84084

These Terms are a binding contract between you and MIA SHARE, INC. D/B/A LUMION ("Lumion," "we," and "us"). Using the Services means you agree to these Terms and our Privacy Policy at https://www.lumion.ai/privacy-policy. Use of certain Services may also be subject to additional policies, rules, or conditions ("Additional Terms"), incorporated here by reference.

Please read carefully. These Terms cover fees, usage-based Credits for the AI Agent Services (including expiration and forfeiture of Credits), future changes, automatic renewals, limits on liability, a class action waiver, and binding arbitration. Using the Services means you accept these Terms; if you don't agree, please don't use the Services. These Terms include a binding arbitration provision and class action waiver (Section 19).

1. Definitions

"AI Agent" and "Career Connections and Offers" have the meanings in the Privacy Policy. "AI Agent Services" means the features and tools of the Services that use artificial intelligence, machine learning, or large language models—including the AI Agent—to generate content, provide analysis or recommendations, or perform tasks and actions within the Services on the School's behalf. "Base Credits" means the Credits included in a paid subscription plan for a billing cycle, as described in Section 10D. "Bulk Credits" means Credits purchased separately from a subscription, as described in Section 10D. "Credits" means the unit of measure Lumion uses to meter consumption of the AI Agent Services. "Free Tier" means the free subscription tier described in Section 10E. "Input" means the prompts, instructions, data, files, configurations, and other materials that the School or its authorized users submit to the AI Agent Services. "Order Form" means a written or electronic order document, sales quote, or service order signed or accepted by both parties that references these Terms and sets forth the Paid Services, fees, term, and other deal-specific terms for the School. "Output" means the content, results, analyses, recommendations, and actions generated or proposed by the AI Agent Services in response to Input. "Payer" means a natural person or legal entity that initiates, or agrees to initiate, a Student Payment on a student's account. "Privacy Policy" means Lumion's Privacy Policy at https://www.lumion.ai/privacy-policy, as updated from time to time. "Retail Installment Contract" or "RIC" means a contract between the School and Payer for tuition payment in installments; an "IBRIC" is an interest-bearing RIC. "School" means you, the educational institution that is Lumion's customer. "Student" has the meaning in the Privacy Policy and includes prospective students and individuals expressing interest in enrollment. "Student Data" means personally identifiable information about a Student that Lumion collects or processes in connection with the Services; Student Data is a subset of Personal Data. "Student Payment" means any amount a Payer owes the School for tuition or related charges. Other capitalized terms have the meanings in the Privacy Policy.

2. Will These Terms Ever Change?

Non-material changes. For minor updates (clarifications, formatting, or changes that don't adversely affect the School in a meaningful way), Lumion may post the updated Terms on www.lumion.ai. Continued use after posting means acceptance.

Material changes. For changes that materially and adversely affect the School's rights or obligations, Lumion will give at least 15 days' advance notice by posting on www.lumion.ai. Continued use after the effective date means acceptance. No other changes are valid unless in writing and signed by both parties.

3. The Basics of Using Lumion

To use the Services, create an account with accurate, current information and a unique Lumion User ID and password. Don't impersonate others, use a name you don't have rights to, transfer your account without our written consent, or share your credentials. You're responsible for all activity on your account and for keeping your login secure.

You must be 18 or older and may use the Services only for your own internal, non-commercial purposes, in compliance with applicable laws. Except for student consents Lumion obtains directly from students through the Services (for example, when a student signs up and accepts the Student Terms of Use), you're solely responsible for getting required consents from students, Payers, and others before uploading or enrolling them in the Services. Lumion isn't liable for your or your users' unlawful use of the Services.

If you accept these Terms for an organization, you represent that you have authority to bind that entity. "You" and "your" refer to that entity.

4. Restrictions on Use

You agree not to provide Content or use the Services in any way that: (a) infringes intellectual property or other rights (including Lumion's); (b) violates law or regulation; (c) is dangerous, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable; (d) tries to obtain another user's password, account, or security information; (e) breaks network security or cracks passwords or encryption; (f) copies or stores any significant portion of the Content; (g) decompiles, reverse engineers, or otherwise tries to derive the source code of the Services, including any models, algorithms, or systems underlying the AI Agent Services; (h) circumvents, disables, or attempts to circumvent any usage limits, Credit metering, rate limits, throttling, or other technical controls on the Services; or (i) uses the Services or any Output to develop, train, improve, or benchmark any product or service that competes with the Services, including any artificial-intelligence or machine-learning model. A violation is grounds for termination.

5. Rights in the Services

All text, images, data, and other materials in the Services ("Content") are protected by intellectual property laws. You get a limited, non-exclusive, non-sublicensable, non-transferable license to view or download Content for your own use of the Services. Any other copying, distribution, modification, or commercial use without the owner's permission (or that violates anyone's rights, including Lumion's) is prohibited. Lumion owns the Services; you may not modify, publish, transmit, transfer, sell, reproduce, create derivative works from, or otherwise exploit them. These restrictions apply even when the platform technically lets you copy or download Content.

Feedback. If you or your users provide Lumion with suggestions, ideas, improvement requests, or other feedback about the Services ("Feedback"), you grant Lumion a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable right and license to use, reproduce, modify, and otherwise exploit the Feedback for any purpose without restriction or compensation. Feedback is provided "as is," and Lumion has no obligation to use it or keep it confidential.

6. Data and Privacy

6.1 Personal Data Generally

"Personal Data" means information about you, your employees, or your students or potential students that can identify the person, directly or indirectly, in any form (raw, identifiable, aggregated, de-identified, or anonymized). Personal Data doesn't include data that can't reasonably be re-associated with anyone. Lumion may collect, use, and process Personal Data of the School and its employees for any lawful business purpose, including operating, securing, and improving the Services; developing, training, and refining AI/ML systems; marketing and operational communications; and analytics.

6.2 Student Data: Restricted Use

Notwithstanding Section 6.1, Lumion handles Student Data only as a service provider, school official under FERPA, and/or data processor under applicable state student-privacy laws. Lumion will: use, disclose, and retain Student Data only as needed to provide the Services, comply with law, or as the School expressly authorizes. For avoidance of doubt, "providing the Services" includes developing, improving, and training AI and machine learning features that are part of the Services.

6.3 De-Identified and Aggregated Data

Lumion may create, retain, and use de-identified and aggregated data derived from Personal Data (including Student Data) for any lawful business purpose, as long as the data is de-identified to industry standards and can't reasonably be re-associated with anyone. Lumion won't try to re-identify or disclose it in any way that could allow re-identification.

6.4 Safeguards and Compliance

Lumion will maintain administrative, physical, and technical safeguards to protect Personal Data and Student Data, meeting or exceeding industry standards and applicable student-privacy regulations, including FERPA (20 U.S.C. § 1232g; 34 C.F.R. Part 99), COPPA (15 U.S.C. §§ 6501-6506, where applicable), the GLBA (for Payer financial information), and state student-privacy laws including California SOPIPA (Bus. & Prof. Code § 22584), Colorado SDTA (C.R.S. § 22-16-101 et seq.), New York Education Law § 2-d, the Utah Student Data Protection Act (Utah Code § 53E-9-301 et seq.), and similar laws of other states where the School's students reside. Nothing in these Terms is a sale of Personal Data or Student Data. This Section 6 survives termination.

6.5 School Communications and Consent

The Services include channels Lumion operates on the School's behalf: email, SMS, MMS, RCS, voice (including AI-generated, prerecorded, and autodialed calls), in-app messaging, and push notifications. For each contact the School uploads or enrolls in the Services without that contact completing Lumion's signup flow (which captures consent through acceptance of the Student Terms of Use), the School represents and warrants that it has obtained all consents and provided all disclosures required by law for Lumion to communicate on the School's behalf, including: prior express written consent under the TCPA (47 U.S.C. § 227; 47 C.F.R. § 64.1200) for marketing SMS, MMS, RCS, autodialed calls, AI-generated calls, and prerecorded calls; prior express consent under the TCPA for informational or transactional calls and messages; CAN-SPAM Act compliance (15 U.S.C. §§ 7701-7713) for commercial email; and compliance with state telemarketing, automated calling, and bot-disclosure laws, including California Business and Professions Code § 17941. The School will provide consent records on request, promptly honor opt-out and STOP requests, and not re-enroll opted-out contacts without fresh consent. Lumion may rely on these representations.

6.6 Data Breach Notifications

Each party will notify the other of any data breach that results in unauthorized access to, or acquisition of, unencrypted Personal Data that materially compromises the security, confidentiality, or integrity of such data, within thirty (30) calendar days of discovery, except where applicable law permits or requires delay at the direction of law enforcement.

6.7 Website Crawling, Scraping, and Ingestion

Where the School, or any of its authorized representatives, provides, supplies, references, links, submits, or otherwise makes available to Lumion any uniform resource locator (URL), domain, subdomain, web address, or other pointer to a website, web application, web page, or other publicly or privately accessible online resource (each, a "Designated Website"), whether furnished during account registration, onboarding, configuration, support, or at any other time and through any means (including, without limitation, web forms, electronic mail, chat, telephone, or application programming interfaces), the School hereby grants to Lumion, and represents and warrants that it has full right, power, and authority to grant to Lumion, a worldwide, royalty-free, non-exclusive, sublicensable, and irrevocable (for the duration of the applicable retention period) license and express authorization to access, connect to, crawl, spider, index, scrape, harvest, fetch, download, cache, parse, extract, copy, reproduce, store, transform, analyze, and otherwise process the contents of such Designated Website, including, without limitation, all text, images, graphics, metadata, markup, source code, structured and unstructured data, documents, media, and any other materials made available thereon or therethrough, by automated, semi-automated, or manual means, in whole or in part, on a one-time, periodic, scheduled, or continuous basis, and at any frequency Lumion deems appropriate.

The School acknowledges and agrees that Lumion may use, retain, and process any and all data, content, and information so collected (collectively, "Crawled Content") for any lawful business purpose, including, without limitation, operating, securing, personalizing, and improving the Services; pre-populating, configuring, and customizing the School's account, profile, branding, and Services experience; generating, training, fine-tuning, evaluating, and refining artificial intelligence, machine learning, large language, and analytical models, systems, and features (whether or not part of the Services); producing de-identified, aggregated, and derived data in accordance with Section 6.3; and analytics, research, and product development. The School represents and warrants that (a) it owns or controls each Designated Website or has obtained all rights, consents, permissions, and licenses necessary for Lumion to perform the foregoing activities; (b) Lumion's access to and processing of the Designated Website and Crawled Content will not violate any applicable law, regulation, contract, website terms of use, robots exclusion protocol, technological protection measure, or third-party right; and (c) it will defend, indemnify, and hold Lumion harmless from any claim arising out of or relating to the foregoing representations, in addition to and without limiting the indemnity in Section 16. Lumion undertakes no obligation to crawl, scrape, ingest, monitor, or refresh any Designated Website, and Lumion's exercise or non-exercise of the rights in this Section 6.7 is at its sole discretion. This Section 6.7 survives termination.

7. Responsibility for Content and Third Parties

All Content posted publicly or sent privately through the Services is the sole responsibility of whoever originated it. You access it at your own risk; Lumion isn't responsible for the Content or any resulting errors, omissions, or damages. You're responsible for material you post and represent that you have full rights to share it.

Links to and dealings with third-party sites, services, or individuals are at your discretion. Lumion doesn't control or endorse them, assumes no liability, and won't mediate disputes. By using the Services, you release Lumion from all claims, demands, and damages, known or unknown, arising out of our Services, Content, third-party interactions, or user disputes. You waive California Civil Code Section 1542 (which limits a general release to known claims) and any similar law of any jurisdiction.

8. Modifications to the Services

Our Services evolve constantly. Lumion may add, limit, or discontinue features, or remove content, at any time and may restrict access without notice. We'll try to give notice of material adverse changes when practical. The School's obligations under these Terms are not contingent on delivery of any specific feature unless a written addendum signed by both parties expressly says otherwise.

9. Student Payments

9.1 Payment Instruments

Lumion facilitates Student Payments through invoices, zero-interest RICs, and interest-bearing RICs (IBRICs).

9.2 Servicing Fees

Lumion may charge the School a servicing fee as a percentage of base Student Payments, automatically deducted before payout. Current Servicing Fee percentages and Additional Fees Charged to Payers appear in the administrative portal.

9.3 Direct Payments to the School

If a Payer pays the School directly in connection with the Services, the School remains responsible for any servicing fees owed to Lumion and shall notify Lumion within one (1) business day.

9.4 Additional Fees Charged to Payers

Lumion will charge the following fees, which the School may, to the extent permitted by law, request that Lumion charge to the Payer. The amounts below are baseline default rates; current rates as displayed in the administrative portal or as set in an applicable Order Form will control over the defaults below.

Platform Technology Fee. A technology fee of 3.00% applied to payments made by credit or debit card through the Services.

Return Fee. A $15.00 return fee charged for failed or returned ACH transactions.

Late Payment Fee. A $15.00 late fee charged to Payers who fail to complete payment by 11:59:59 PM Pacific time on the due date.

9.5 Fee Adjustments

Bank and processing fees are variable. Lumion may adjust Servicing Fees and Additional Fees Charged to Payers (Sections 9.2 and 9.4) with at least 30 days' advance notice by email or through the administrative portal.

9.6 School Payouts

The School receives periodic payouts of Student Payments on a net basis, calculated as gross Student Payments collected, less: (a) Lumion Servicing Fees; (b) Platform Technology Fees not passed through to and paid by the Payer; (c) Return Fees not passed through to and paid by the Payer; (d) Late Payment Fees not passed through to and paid by the Payer; (e) ACH returns for payments previously remitted; and (f) successful credit card chargebacks for payments previously remitted. Where the School elects to pass through any Additional Fee Charged to Payers (per Section 9.4 and to the extent permitted by law), the Payer pays that fee directly through the Services and it is not deducted from the School Payout. Detailed invoices showing all deductions are available on request.

9.7 Payer Payment Refunds

Lumion will try to facilitate Payer refunds when: (a) Lumion suspects fraud; (b) Lumion believes the refund request is valid and the School hasn't responded within seven (7) business days; (c) Lumion suspects a School breach of these Terms; (d) the School requests it; or (e) a payment was remitted in error. Refund attempts may be made up to 90 days after the Payer's original payment date. Platform Technology Fees are non-refundable. If Lumion can't process a refund, the School must remit it directly to the Payer on request. The School will indemnify and hold Lumion harmless for disputes or claims from the School's failure to do so.

9.8 When Earned

Each Fee is earned and due when its trigger event occurs. Fees are non-refundable except as expressly provided in these Terms.

9.9 Servicing Payment Processors

Lumion uses third-party payment processors for Student Payments ("Servicing Payment Processors"). Currently, we use Centavo, Inc. d/b/a Payabli ("Payabli") and Finix Payments, Inc. ("Finix"). This is subject to change. By using the Services, you agree to the applicable terms and privacy policies of each Servicing Payment Processor: Payabli (https://www.payabli.com/documents-payabli-terms-of-use/) and Finix (https://finix.com/terms-and-policies).

9.10 Collections

If a Payer is 90+ days past due, Lumion may send the account to a third-party collection agency on the School's behalf. The School pays all collection agency fees. The current contingency rate is 25%, changeable with at least 30 days' advance notice.

10. Compliance Obligations

The School must maintain full compliance with applicable state laws and regulations, including state-specific registration requirements and good standing with the relevant Secretary of State, and will notify Lumion promptly if it becomes non-compliant. Lumion does not act as a lender or otherwise extend credit; any extension of credit is strictly between the School and the Payer. The School represents and warrants that it is duly authorized to extend credit as a retail seller of services and complies with all applicable laws, including for issuing IBRICs. Credit pulls executed by Lumion are not an intent to extend credit or determine creditworthiness.

10A. Career Connections and Offers Program

Lumion operates a Career Connections and Offers program (described in our Privacy Policy) that helps students discover employment, financial product, continuing education, and other commercial offers, including through AI-driven matching. The School acknowledges that: (a) Lumion may operate the program for the School's students and applicants, consistent with Section 6.2, FERPA, and state student-privacy laws; (b) some matches and offers are sponsored or paid placements, and partners may compensate Lumion for placement, introductions, and aggregated or de-identified data products; (c) the School will not authorize Career Connections marketing to users known to be under 18 without required consents, and will not request Lumion to override opt-out, profiling-opt-out, or AI disclosure mechanisms; (d) Lumion may license or sell aggregated and de-identified data sets per the Privacy Policy and Section 6.3; and (e) Lumion is not required to share Career Connections revenue with the School, and the program does not modify Section 9 fees.

10B. Publicity and Trademarks

Lumion may identify the School as a customer in marketing materials and may use the School's name and logo for that purpose, unless the School opts out by written notice to support@lumion.ai.

Lumion trademarks. Lumion's names, logos, and product names are trademarks of Lumion or its licensors. Except for displaying them as they appear within the Services, the School may not use Lumion's trademarks—including in marketing, advertising, press releases, or public statements—without Lumion's prior written consent. Any permitted use must follow Lumion's brand guidelines, and all goodwill from such use inures to Lumion's benefit.

10C. AI Agent Services

10C.1 Scope and Eligibility

The AI Agent Services are available only to the School and its authorized administrators and staff. The School is responsible for all use of the AI Agent Services under its account, including designating which personnel may access them and ensuring their use complies with these Terms. Feature-specific Additional Terms may apply and will be presented in the Services.

10C.2 Nature of AI; No Professional Advice

Artificial intelligence is probabilistic and evolving. Output may be inaccurate, incomplete, outdated, biased, or fabricated ("hallucinations"), may vary for the same Input, and may not reflect the correct interpretation of any law, regulation, or policy. The School must not rely on Output without independent human review. Output is not legal, tax, accounting, financial, lending, compliance, or other professional advice, and no advisory or fiduciary relationship is created by use of the AI Agent Services.

10C.3 Agent Actions; Human Review

The AI Agent Services may perform tasks and take actions within the Services on the School's behalf—for example, drafting or sending communications, creating or modifying records, or executing administrative and payment-related workflows—based on the School's instructions, configurations, and permissions. The School agrees that: (a) any action initiated or performed by the AI Agent Services under the School's account is deemed an action taken and authorized by the School, to the same extent as if the School's personnel had performed it directly; (b) the School is responsible for configuring available permissions, approval workflows, and scope limits, and for reviewing Output and AI Agent actions—particularly communications sent to Students or Payers and changes to financial, payment, or Student records; (c) the School will maintain meaningful human review of any Output or AI Agent action used to make, or reasonably likely to influence, a consequential decision about an individual—including decisions about enrollment, educational access, financial aid, payment plans, credit, collections, or eligibility for any payment instrument (including RICs and IBRICs)—and will not use the AI Agent Services to make any such decision on a solely automated basis; (d) Lumion may require human confirmation before certain categories of AI Agent actions and may limit, decline, suspend, or reverse any AI Agent action that Lumion reasonably believes is erroneous, unauthorized, unlawful, or harmful, but Lumion has no obligation to monitor, review, or intercept AI Agent actions; and (e) the School remains solely responsible for compliance with all laws applicable to its use of Output and AI Agent actions, including the communications, consent, and bot-disclosure obligations in Section 6.5.

10C.4 Input

As between the parties, the School retains its rights in Input. The School grants Lumion a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, and display Input, and to create de-identified or aggregated derivatives of it per Section 6.3, as needed to provide, maintain, secure, support, and improve the Services. The School represents and warrants that it has all rights and consents necessary to submit its Input (including any Student or Payer information in it, consistent with Sections 3 and 6.5) and that the Input and its permitted use will not violate any law or third-party right.

10C.5 Output; Ownership

Subject to the School's compliance with these Terms and payment of applicable fees, Lumion assigns to the School all of Lumion's right, title, and interest, if any, in the Output generated for the School, for use in the School's internal business purposes consistent with these Terms. This assignment does not extend to the Services, the Content, the AI Agent Services, or the models, software, and systems used to generate Output, all of which Lumion retains. Because of the nature of machine learning, Output may not be unique: the AI Agent Services may generate the same or similar output for other customers, and the School has no rights in output generated for others. The School is responsible for its use, publication, and distribution of Output.

10C.6 Model Training

Lumion uses Input and Output to provide, maintain, secure, and support the AI Agent Services, to enforce these Terms, to comply with law, and to debug and improve the Services. Lumion will not use Input or Output to train, fine-tune, or improve any artificial-intelligence or machine-learning model except in de-identified or aggregated form in accordance with Section 6.3. Student Data contained in Input or Output remains subject to Section 6.2, and Personal Data remains subject to Section 6 and the Privacy Policy.

10C.7 Third-Party AI Providers

The AI Agent Services may be built on or interoperate with models, infrastructure, or services of third-party providers, which Lumion may add, substitute, or remove at any time. Where Lumion shares Input with a third-party provider to deliver the AI Agent Services, it will do so under contractual protections consistent with these Terms, and such providers are not permitted to use identifiable Input to train their own models.

10C.8 Beta Features

Lumion may offer early-access, beta, preview, or experimental AI features ("Beta Features"). Beta Features are for evaluation, may change or be discontinued at any time without notice, may carry different or additional terms or Credit consumption rates, are provided "as is" without warranties, and are excluded from any service-level or support commitment. The School uses Beta Features at its own risk.

10D. Credits

10D.1 Metering

Use of the AI Agent Services is metered in Credits. The Credits consumed by a task may vary by agent, feature, model, and the complexity and volume of work performed. Current Credit consumption rates, balances, and usage history appear in the administrative portal. Lumion may adjust Credit consumption rates with at least 30 days' advance notice by email or through the administrative portal; adjusted rates apply only to usage after the change takes effect.

10D.2 No Monetary Value

Credits have no cash or monetary value; are not currency, funds, a deposit, stored value, a gift card, or property; accrue no interest; are non-transferable between accounts; and cannot be sold, exchanged, or redeemed for cash or other consideration, except to the extent a refund is expressly stated in these Terms or required by law. Credits may be used only to consume AI Agent Services within the School's account while the account is open and in good standing.

10D.3 Base Credits

Paid subscription plans include the monthly Base Credit allotment specified for the plan in the Services interface or an applicable Order Form. Base Credits are made available at the start of each billing cycle and expire automatically at the end of that billing cycle: unused Base Credits do not roll over, are forfeited when the cycle ends or the subscription or account terminates, and are never refunded, exchanged, or converted. Base Credit allotments may change on renewal with notice.

10D.4 Bulk Credits

The School may purchase additional Credits ("Bulk Credits") at the prices displayed at the time of purchase or in an applicable Order Form. Bulk Credits do not expire and roll over from month to month until used, for as long as the School's account remains open and in good standing. Credits are consumed in expiring-first order, which preserves the School's longest-lived Credits: Credits with the earliest expiration date are consumed first (so the current billing cycle's Base Credits, and any Promotional Credits with earlier stated expirations, are consumed before Credits that never expire); among Credits that do not expire, Promotional Credits are consumed before Bulk Credits, and older Credits are consumed before newer ones. Bulk Credit purchases are final and non-refundable except as expressly stated in these Terms or required by law. Bulk Credit purchases are Paid Services billed under Section 11, charged in full at the time of purchase, and are not subscriptions and do not auto-renew (each auto-refill purchase under Section 10D.8 is an individual Bulk Credit purchase, not a subscription).

10D.5 Exhaustion of Credits; Usage Limits

If all available Credits are exhausted, the AI Agent Services may be paused for the account until Base Credits refresh at the next billing cycle or the School purchases Bulk Credits. The School may also configure an optional monthly usage limit for the AI Agent Services in the administrative portal; once the limit is reached, the AI Agent Services may pause for the remainder of the then-current billing cycle and resume automatically when the next cycle begins. Neither exhaustion of Credits nor reaching a usage limit affects access to the other Services in the School's plan.

10D.6 Promotional Credits

Lumion may grant promotional, trial, or courtesy Credits ("Promotional Credits") at its discretion. Promotional Credits are subject to any terms stated at grant (including expiration), may be revoked for abuse or breach of these Terms, and have no cash value.

10D.7 Forfeiture; Limited Refunds; Nonpayment

If Lumion terminates the School's account for breach, or the School closes its account voluntarily, all remaining Credits (including Bulk Credits) are forfeited without refund. If Lumion terminates the School's account without cause or permanently discontinues the AI Agent Services, Lumion will refund the purchase price actually paid for the School's then-unused Bulk Credits, as the School's exclusive remedy; Base Credits and Promotional Credits are never refundable. If any payment for a subscription or Bulk Credit purchase is unpaid, charged back, or reversed, Lumion may invalidate the Credits attributable to that payment and suspend the corresponding Services. Except as stated in this Section 10D.7, Credits are non-refundable.

10D.8 Auto-Refill

The School may enable an optional auto-refill feature in the administrative portal. If enabled, the School authorizes Lumion to automatically purchase, and to charge the School's Payment Method under Section 11 for, the School's configured quantity of Bulk Credits, at the then-current prices displayed in the administrative portal, whenever the School's available Credit balance falls below the School's configured threshold. Auto-refill executes at most once per twenty-four (24) hour period, will not purchase Credits past the School's configured monthly usage limit, and may be suspended by Lumion if a payment fails. The School may disable auto-refill at any time in the administrative portal, effective for future refills. Each auto-refill purchase is a Bulk Credit purchase governed by this Section 10D and Section 11.

10E. Free Tier and Reasonable Use

10E.1 Free Tier

Lumion may offer a Free Tier that includes limited access to certain Services, including a limited monthly Credit allotment for the AI Agent Services, at no charge. Free Tier features, Credit allotments, and limits are described in the Services interface and may be changed, limited, suspended, or discontinued by Lumion at any time. Free Tier Credits reset each month, do not roll over, have no cash value, and are forfeited on any change or termination of the Free Tier or the account.

10E.2 Reasonable Use; Throttling

The Free Tier is intended to let a single School evaluate and make light use of the Services, and is subject to fair, reasonable use. If usage exceeds the Free Tier Credit allotment or other published limits, or Lumion reasonably determines that usage is excessive, anomalous, or inconsistent with ordinary evaluation or light business use—including scripted or automated usage, unusually high request volume or concurrency, use of multiple accounts to evade limits, credential sharing, resale, or benchmarking—Lumion may throttle, queue, deprioritize, delay, or temporarily suspend processing (including AI Agent Services processing), reduce resources available to the account, or require an upgrade to a paid plan to continue. Lumion will use reasonable efforts to notify the School of such measures but may act without notice where reasonably necessary to protect the Services or other customers.

10E.3 No Commitments

The Free Tier is provided "as is," with no service-level, support, or availability commitment. If a free Service becomes paid, Section 11.1 applies.

10F. Confidentiality

"Confidential Information" means non-public information disclosed by either party in connection with the Services that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure—including, for Lumion, pricing, Order Forms, product roadmaps, security practices, and non-public features of the Services, and, for the School, its non-public business information. Confidential Information does not include information that (a) is or becomes public through no fault of the recipient; (b) was known to the recipient without restriction before disclosure; (c) is independently developed without use of the discloser's Confidential Information; or (d) is rightfully received from a third party without duty of confidentiality.

The receiving party will use the disclosing party's Confidential Information only to exercise rights and perform obligations under these Terms, protect it with at least the same care it uses for its own similar information (and no less than reasonable care), and not disclose it except to employees, advisors, and contractors who need it and are bound by obligations at least as protective. Disclosures compelled by law are permitted, with prompt notice to the disclosing party where lawful so it may seek protective treatment. Student Data and Personal Data are governed by Section 6, not this Section 10F. Each party agrees that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which damages are inadequate, entitling the disclosing party to seek injunctive relief under Section 19.8 in addition to other remedies. These obligations continue for three (3) years after termination of these Terms, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law. This Section 10F survives termination.

11. Paid Services and Billing

11.1 Paid Services

Some Services are free; others require payment. If a free Service becomes paid, Lumion will notify you and give you the chance to opt in or out. Payment terms presented at signup for a Paid Service are part of these Terms. Paid Services include paid subscription plans (including any Base Credit allotments they carry) and purchases of Bulk Credits. Unless otherwise specified in an applicable Order Form, the term for Paid Services is the term presented in the signup flow at the time you sign up for the Paid Service; if no term is presented in the signup flow, the term is twelve (12) months (an annual subscription), automatically renewing for successive terms of equal length unless cancelled per Section 11.3. You remain responsible for all fees through the end of the then-current term, even if you stop using the Services before the term ends.

11.2 Billing and Payment Method

We use a third-party payment processor (currently Stripe, Inc.) (the "Payment Processor") to bill you through a payment account linked to your account (your "Billing Account") for Paid Services. Payment processing is also subject to Stripe's terms (https://stripe.com/us/checkout/legal) and privacy policy (https://stripe.com/us/privacy). You authorize us, through the Payment Processor, to charge your selected payment provider (your "Payment Method"). If we don't receive payment, you agree to pay all amounts due upon demand.

11.3 Recurring Billing and Auto-Renewal

Some Paid Services have an initial period followed by recurring charges. We may submit periodic charges without further authorization until you give thirty (30) days' prior notice (confirmed by us) of termination or change of Payment Method; notice will not affect already-submitted charges.

Cancel via account settings. After termination, you may use the subscription through the end of the current term; the subscription will not renew. Except as required by law (including, where applicable, California Business and Professions Code § 17602), no prorated refund will be issued. Unused Base Credits expire at the end of the then-current billing cycle and are not refunded; unused Bulk Credits are handled per Section 10D.

If you do not want recurring charges, you must cancel through account settings or terminate your Lumion account. Except as required by law or expressly stated in these Terms (including Section 10D.7), Lumion will not refund fees already paid.

11.4 Current Billing Information and Authorization Changes

Keep your Billing Account information current and accurate, and promptly notify us or the Payment Processor of any cancellation or security breach affecting your Payment Method or credentials. If you don't, we may continue charging for Paid Services unless you have terminated them. If a charge differs from what you preauthorized (other than state sales tax changes), we will notify you of the amount and date before the transaction. We may aggregate charges per billing cycle.

11.5 Reaffirmation of Authorization

Continued use of a Paid Service reaffirms our authorization to charge your Payment Method. This doesn't waive our right to seek payment directly. Charges may be in advance, in arrears, per usage, or as described when you select the Paid Service.

11.6 Order Forms

The parties may execute Order Forms specifying Paid Services, fees (including any School-specific Servicing Fee rates or Credit pricing), term, renewal, and other deal-specific terms. Each Order Form is incorporated into these Terms by reference. If an Order Form conflicts with these Terms on commercial matters (fees, term, services), the Order Form controls; on non-commercial matters (dispute resolution, indemnity, IP, Section 6), these Terms control unless the Order Form expressly says otherwise and is signed by an authorized Lumion officer. Order Forms may be executed electronically (e.g., DocuSign). Continued use after execution is acceptance.

11.7 Taxes

Fees for Paid Services, including Bulk Credit purchases, are exclusive of taxes, which the School is responsible for paying, other than taxes on Lumion's net income.

12. Termination

You may stop using the Services at any time. To terminate Paid Services and prevent auto-renewal, follow Section 11.3. Termination doesn't relieve you of obligations to pay for Paid Services through the end of the current term. Lumion may suspend or terminate access for breach, and may suspend or limit access to the AI Agent Services (including by throttling or pausing processing) where reasonably necessary to enforce these Terms, protect the Services or other customers, or comply with law. Upon termination, remaining Credits are handled per Section 10D. Provisions that naturally survive (payment, indemnity, liability limits, IP, Section 6, Credit forfeiture under Section 10D, confidentiality under Section 10F, arbitration) remain in effect.

13. Force Majeure

Neither party will be liable or in breach for any failure or delay caused by circumstances beyond its reasonable control (acts of God, fire, earthquake, government action, war, terrorism, civil unrest, epidemic, labor disputes, supply or telecom failures, power outages, or defaults of third parties like cloud providers or payment processors, AI model provider outages, third-party API failures, and regulatory changes affecting AI or automated communications). This doesn't excuse paying amounts due for Services already provided.

14. Warranty Disclaimer

Lumion, its affiliates, licensors, suppliers, and partners, and all their officers, directors, employees, agents, successors, and assigns (together, the "Lumion Parties") make no representations or warranties about the Services or any Content. The Lumion Parties aren't responsible for the accuracy, legality, or decency of material in or accessed through the Services, or for any claims or damages from your use, including recommendations or suggestions.

The Services and Content are provided "as is," without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use will be uninterrupted or error-free. Some states don't allow limitations on implied warranties, so the above may not apply to you.

The School acknowledges that the Services include AI-generated content, recommendations, communications, and actions—including the AI Agent Services and all Output—that may contain errors, inaccuracies, fabricated information, or omissions. Without limiting the foregoing, the Lumion Parties make no representation or warranty that any Output will be accurate, complete, reliable, current, lawful for the School's intended use, or unique to the School; that the AI Agent Services will be available, uninterrupted, or perform any action correctly or at all; or that Output will not infringe third-party rights. The Lumion Parties disclaim all liability for AI-generated output, including Career Connections matches; no AI-generated content or Output constitutes professional advice of any kind; and the School assumes all risk arising from its use of, or reliance on, the AI Agent Services and any Output.

15. Limitation of Liability

To the fullest extent allowed by law, under no legal theory (including tort, contract, or strict liability) will any of the Lumion Parties be liable to you or any other person for (a) indirect, special, incidental, punitive, or consequential damages, including lost profits, business interruption, loss of data or goodwill, work stoppage, or computer failure; (b) any substitute goods, services, or technology; (c) any amount, in the aggregate, exceeding the greater of $100 or the amounts paid by you to Lumion in connection with the Services in the twelve (12) months preceding the claim; (d) any matter beyond our reasonable control; or (e) any damages, losses, or claims arising from your use of or reliance on any Output, any action taken by the AI Agent Services on your behalf (including any decision made, communication sent, or record modified based on Output), or any expiration, forfeiture, or invalidation of Credits as described in these Terms. Some states do not allow these exclusions, so the above may not apply to you.

16. Indemnity

You will indemnify and hold the Lumion Parties harmless from all claims, liabilities, damages, losses, and expenses (including attorneys' fees) arising from or related to: (a) your use of the Services, including your use of the AI Agent Services, your Input, your use or distribution of any Output, and any action taken by the AI Agent Services on your behalf; (b) your violation of these Terms or any law (including the TCPA (47 U.S.C. § 227), CAN-SPAM, state telemarketing or bot-disclosure laws, or lending or payment requirements); (c) your gross negligence or willful misconduct; (d) your relationship with any other user; (e) IP infringement in content you provide; or (f) any breach of your representations under Section 6.5. We'll try to notify you of any claim; failure to deliver notice won't reduce your obligations.

17. Assignment

You may not assign these Terms or your Services account (by operation of law or otherwise) without Lumion's prior written consent. Lumion may assign these Terms, in whole or in part, without notice to or consent of the School, including in connection with any merger, acquisition, reorganization, asset sale, or financing.

18. Choice of Law

These Terms are governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of Utah, without regard to conflicts of laws principles.

19. Arbitration Agreement

Please read carefully: this Section requires you to arbitrate disputes with Lumion and limits how you can seek relief.

19.1 Delegation

The arbitrator, not any court, shall determine all questions of arbitrability, including the scope, enforceability, and validity of this arbitration agreement and any defense to arbitration. This delegation is intended to be broadly construed.

19.2 Arbitration Rules

Before arbitration, both parties will try in good faith to settle disputes through negotiation. If negotiations fail, the dispute will be finally settled by binding arbitration in Salt Lake County, Utah, in English, under the JAMS Streamlined Arbitration Rules (the "Rules") then in effect, before one commercial arbitrator experienced in IP and commercial contract disputes. Judgment on the award may be entered in any court of competent jurisdiction.

19.3 Costs of Arbitration

Each party shall bear its own arbitration costs, including filing fees, arbitrator compensation, and administrative fees. If the arbitrator determines that a claim or defense was frivolous or brought for an improper purpose, the arbitrator shall award all arbitration fees, costs, and reasonable attorneys' fees to the prevailing party.

19.4 Statute of Limitations

Any claim arising under or relating to these Terms or the Services must be commenced within one (1) year after the date the claimant knew or reasonably should have known of the facts giving rise to the claim. Any claim not commenced within this period is permanently barred. This limitation applies regardless of the nature of the claim or the legal theory upon which it is based.

19.5 Damages Limitation

The arbitrator may award compensatory damages only and shall not award punitive, exemplary, or multiplied damages, except where a statute expressly provides for such damages and expressly prohibits waiver of such damages.

19.6 Confidentiality

All arbitration proceedings, filings, evidence, and awards shall be confidential between the parties unless disclosure is required by law, court order, or to enforce an award.

19.7 Discovery

Discovery shall be limited to (a) exchange of relevant documents directly related to the dispute, and (b) one deposition per side, not to exceed four hours. The arbitrator may expand discovery only upon a showing of substantial need and undue hardship.

19.8 Small Claims; Injunctive Relief

Either party may bring qualifying claims in small claims court in Salt Lake County, Utah. Either party may seek injunctive or equitable relief in court to protect intellectual property rights. Lumion may seek injunctive relief to prevent unauthorized use of the Services, infringement of intellectual property, or breach of confidentiality without posting a bond.

19.9 Waiver of Jury Trial

You and Lumion waive any constitutional and statutory rights to go to court and have a trial before a judge or jury. Arbitration is more limited, more efficient, and less costly than court rules, with very limited court review. In any litigation over an arbitration award, you and Lumion waive all rights to a jury trial.

19.10 Class Action Waiver

All claims within this Arbitration Agreement must be brought individually, not on a class basis. Claims of multiple customers or users can't be joined or consolidated. If this waiver is unenforceable as to a particular claim, that claim shall proceed in court per Section 19.12; the remainder of this Section 19 stays in full force and effect.

19.11 Arbitrator Authority

The arbitrator shall not have authority to award relief to any person or entity that is not a party to the arbitration. The arbitrator's authority is limited to the individual dispute between the parties and the arbitrator may not award relief that would affect non-parties or impose obligations on Lumion with respect to persons who are not parties to the proceeding.

19.12 Exclusive Venue

Where arbitration permits court litigation, any judicial proceeding (other than small claims) will be brought in the state or federal courts in Salt Lake County, Utah, or the federal district in which that county falls.

19.13 Survival

This arbitration agreement survives termination of these Terms, any account deletion, and any assignment or transfer. It binds and benefits the parties, their successors, assigns, heirs, and legal representatives.

19.14 Severability

If any provision of this Section 19 other than the class action waiver is found unenforceable, that provision will be severed and the remainder of this Section 19 will be enforced in full. This Arbitration Agreement survives termination.

20. Miscellaneous

You're responsible for all taxes and government charges from your use of the Services unless Lumion elects to handle them. Failure to enforce a right isn't a waiver. If any provision is unenforceable, it will be limited to the minimum necessary, and the rest remains in effect. These Terms are the sole, complete agreement between you and Lumion for the Services, and incorporate by reference: (a) the Privacy Policy; (b) any Order Forms executed by both parties; and (c) fees, rates, Credit consumption rates, and commercial terms in the administrative portal or Services interface. Together they replace all prior or contemporaneous oral or written agreements on the subject matter. You're an independent user (not Lumion's employee, agent, partner, or joint venturer) and can't bind Lumion. No third-party beneficiaries are intended.

21. Notices

Notices shall be in writing to the other party at the address shown here (or as otherwise specified) and are effective: (a) if electronic, on proof of receipt; (b) if overnight courier, one business day after deposit with a national carrier; or (c) otherwise, when received and signed for.