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DRAFT — not approved for production. Not yet reviewed by the company or by counsel.

Luma Proposals — Terms of Service

DRAFT — requires legal review. This is a starter document prepared by the product team, not by a lawyer. It is not final, must not be relied on, and must be reviewed by qualified counsel before Luma is offered to paying customers. Every item in [SQUARE BRACKETS] is a fact or a decision the company has not yet supplied; nothing in brackets may be guessed.

Version: 2026-10-02-draft

Last updated: 2 October 2026

1. Who we are and what these terms cover

These Terms of Service ("Terms") are an agreement between you and Lumetrin Consulting Services LLC, a Maryland limited liability company doing business as Lumetrin Technologies, of 4600 Forbes Blvd, Ste 301, Lanham, MD 20706-4359, United States ("we", "us"), which operates Luma Proposals ("Luma" or "the Service").

They apply when you create a Luma account, use a Luma workspace, or use the Luma API. By creating an account you agree to these Terms, to the Acceptable Use Policy, and, where you process other people's personal data through Luma, to the Data Processing Addendum. Our Privacy Policy explains how we handle personal data.

If you use Luma on behalf of a business or other organisation, you confirm that you are authorised to bind it to these Terms, and "you" means that organisation as well as you.

2. What Luma does

Luma lets a business ("Customer") write proposals, publish them, and share each published version with its own client ("Recipient") through a private link. A Recipient can read the proposal, choose an option, accept it, and, where the Customer has connected a payment account, pay through Stripe.

On plans that include it, a Customer can instead present a proposal on a website of its own, through Luma's API (a "custom frontend"). Luma then holds the proposal, its published versions, its links and the Recipient's acceptance and payment, and the Customer's website shows the proposal and collects the Recipient's choices.

We provide the software. We are not a party to any agreement between a Customer and a Recipient, we do not negotiate or perform the work a proposal describes, and we do not give legal, tax or financial advice about a proposal's content or terms.

3. Accounts

  • You must give accurate information, keep your sign-in details secure, and tell us promptly at support@lumetrin.com if you believe your account has been used without your permission.
  • An account belongs to one person. Do not share sign-in details; invite teammates to your workspace instead.
  • Some features, such as inviting teammates or sending mail in your name, require you to confirm your email address first.
  • You must be at least 18 years old to create an account.

4. Workspaces and teammates

A workspace is the unit that holds proposals, clients, branding, API keys and settings. The person who creates a workspace is its owner. Owners and administrators can invite others and assign roles. The workspace's Customer is responsible for everything done in the workspace by the people it invites and by the API keys it creates.

5. Your content

  • You keep all rights in the content you put into Luma: proposal text, images, prices, terms, client records and branding ("Customer Content").
  • You give us a limited licence to host, store, copy, process and display Customer Content only as needed to provide, secure and support the Service for you, including showing your published proposals to the people you share them with.
  • You are responsible for Customer Content: that you have the rights to use it, that it is accurate, and that it is lawful. You are responsible for having a lawful basis to enter your clients' personal data into Luma and to share proposals with them.
  • Where Luma processes personal data on your behalf, the Data Processing Addendum forms part of these Terms.

6. Proposals, acceptances and electronic signatures

  • A published proposal version cannot be edited. When a Recipient accepts, Luma records the option they chose, every figure shown, the terms text as displayed (with a fingerprint of it), the name, email address, organisation and title they entered, and the time of acceptance.
  • On Luma's own proposal pages, before accepting, a Recipient must tick a box confirming they accept the proposal on the terms shown, and is told what their acceptance records. Where a Customer uses a custom frontend, the Customer's website asks for that confirmation, and Luma records an acceptance only when the website's request states that the Recipient gave it. [WHETHER THE ELECTRONIC SIGNATURE CONSENT NOTICE MUST ALSO BE SHOWN, AND WHERE: to be decided with counsel.]
  • You are responsible for the terms you put in your proposals and for whether an electronic acceptance is appropriate and enforceable for your transaction and in your jurisdiction. Some agreements may legally require a different form of signature.

7. Payments to Customers

  • Recipients pay Customers through Stripe. To accept payments you must connect your own Stripe account and agree to Stripe's terms, including the Stripe Connected Account Agreement. Stripe, not Luma, processes the payment.
  • Payment funds go to your connected Stripe account; Luma does not hold them. Refunds, disputes and chargebacks are between you, your Recipient and Stripe.
  • The amount a Recipient is asked to pay is taken from the published proposal version, not from anything the Recipient's browser sends.
  • Luma takes no fee on proposal payments. No platform or application fee is added to what a Recipient pays or deducted from what reaches your Stripe account; Stripe's own fees are set by your agreement with Stripe.

8. Subscription fees

  • Luma has two paid plans: Starter, at US$29 per workspace per month, and Pro, at US$79 per workspace per month. Starter includes up to 30 new proposals a month and 3 seats (members and open invitations), with custom branding. Pro includes unlimited new proposals and seats, custom branding, and the developer platform: Management API access, outbound webhooks and proposals for a custom frontend. There is no free plan: a workspace that has not subscribed can be set up and explored, but cannot create proposals until it starts a trial or a subscription. The current plans are described at https://proposals.lumetrin.com/pricing.
  • A workspace's first subscription starts with a 14-day free trial. Starting it through Stripe Checkout saves a payment method, and the first monthly payment is taken when the trial ends unless the subscription was cancelled before then.
  • Subscriptions are billed monthly in advance through Stripe and renew automatically until cancelled. The workspace owner can update the payment method, see invoices, switch between Starter and Pro, or cancel, in Settings → Billing through Stripe's customer portal. A cancellation takes effect at the end of the current billing period, and the plan continues until then; Stripe prorates a switch between plans. Subscription payments are generally non-refundable, except where the law requires a refund. Cancelling stops future renewals; the workspace keeps its plan until the end of the period already paid for. [COUNSEL: REVIEW THE REFUND WORDING FOR CONSUMER-PROTECTION LAW.]
  • If a payment fails or a trial ends without a paid plan, the workspace keeps its plan for a grace period of 7 days, and its owners and administrators are told that billing needs attention. When the grace period ends, or when a subscription ends, the workspace is restricted: paid activity, such as creating proposals, publishing new versions, creating or using API keys, new webhook activity, adding teammates and custom branding, is paused until a subscription is active again, and then resumes on its own. Restriction never deletes workspace data. Owners and administrators can still sign in, see everything the workspace holds and settle billing, and proposals already published stay available to the people they were shared with.
  • Prices exclude taxes unless stated: they are shown as US$29 or US$79 per workspace per month, plus applicable taxes. [COUNSEL / TAX PROFESSIONAL: WHICH TAXES APPLY, AND WHO CALCULATES AND COLLECTS THEM.]
  • We may change prices with at least 30 days' notice; a change applies from your next billing period.

9. Acceptable use

You must follow the Acceptable Use Policy. In particular, do not use Luma to deceive Recipients, to send unsolicited messages, to collect payment for anything unlawful, or to try to reach data that is not yours.

10. The API, webhooks and integrations

  • The Management API, outbound webhooks and custom frontends are part of the plans that include them (currently Pro). A key or webhook endpoint made on such a plan stays recorded, but cannot be used while the workspace is on a plan without them.
  • API keys are credentials. Keep them secret, give each the narrowest scopes it needs, and revoke any key you believe has leaked.
  • The API is rate limited. Do not try to get around limits or other technical restrictions.
  • Webhooks deliver event data to the endpoints you configure. You are responsible for those endpoints and for what happens to data after it reaches them, including when you connect Luma to another system.

11. Availability and changes to the Service

We work to keep Luma available and secure, but we do not promise that it will be uninterrupted or error-free. We may change, add or remove features. If we remove a feature you rely on in a paid plan, we will [NOTICE OR REMEDY].

12. Security

We take reasonable technical and organisational measures to protect Customer Content, described in the Data Processing Addendum. You are responsible for the security of your own devices, accounts, API keys and webhook endpoints.

13. Suspension and termination

  • You may stop using Luma and cancel your subscription at any time. You can delete your account from your account page, and a workspace owner can delete a workspace from its settings; a workspace you own that has other members must first be handed to one of them or deleted. Deleting a workspace cancels its subscription.
  • We may suspend or end your access if you materially breach these Terms or the Acceptable Use Policy, if your use puts the Service or others at risk, or if the law requires it. Where reasonable, we will tell you first and give you a chance to fix the problem.
  • While a workspace exists, its owners and administrators can download an export of its data. When a subscription ends, the workspace is restricted but its data is kept, and its owners and administrators can still download the export, until an owner deletes the workspace: Luma does not delete it automatically. When an owner deletes a workspace, its data is deleted at once except as described next, and backup copies of uploaded files expire within about 30 days. Published proposals, acceptances and payment records are kept after a workspace is deleted, with the people in them anonymised, as the Privacy Policy describes, and may be kept for as long as the law requires.

14. Disclaimers

Except as expressly stated in these Terms, the Service is provided "as is" and "as available", and to the extent the law allows we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement. [REVIEW FOR CONSUMER-PROTECTION LAW IN THE GOVERNING JURISDICTION.]

15. Limitation of liability

To the extent the law allows: neither party is liable for indirect, incidental, special or consequential losses, or for lost profits, revenue or data; and each party's total liability arising out of these Terms is limited to [LIABILITY CAP, FOR EXAMPLE FEES PAID IN THE PRECEDING PERIOD]. [CARVE-OUTS, SUCH AS FOR FRAUD OR FOR AMOUNTS THAT CANNOT BE LIMITED BY LAW.]

16. Indemnity

You will defend and indemnify us against third-party claims arising from Customer Content, from your agreements with your Recipients, or from your breach of these Terms or the Acceptable Use Policy. [SCOPE AND PROCEDURE TO BE SET BY COUNSEL.]

17. Changes to these Terms

Each version of these Terms carries a version identifier, shown at the top. Luma records which version you accepted and when. If we make a material change, we will tell you at least 30 days before it takes effect. [HOW AN EXISTING ACCOUNT ACCEPTS A NEW VERSION: Luma does not yet ask existing accounts to accept a new version.]

18. Governing law and disputes

These Terms are governed by the laws of [GOVERNING LAW]. Disputes will be resolved in [FORUM OR DISPUTE RESOLUTION METHOD].

19. General

These Terms, together with the documents they refer to, are the entire agreement between you and us about the Service. If a provision is unenforceable, the rest remains in effect. Neither party may assign these Terms without the other's consent, except [PERMITTED ASSIGNMENTS]. A failure to enforce a provision is not a waiver.

20. Contact

Questions about these Terms: legal@lumetrin.com, 4600 Forbes Blvd, Ste 301, Lanham, MD 20706-4359, United States.