Lumika Platform Terms

1. Acceptance, Scope & Agreement Structure

These Lumika Platform Terms (“Terms”) form a binding business agreement between Dealer Handshake Inc., a Delaware corporation operating the Lumika service (“Lumika”, “we”, “us”, or “our”), and the organization identified in an order or online acceptance record (“Customer”, “you”, or “your”). The person accepting represents that they have authority to bind Customer. The services are intended for business use, not personal or household use.

The “Agreement” consists of these Terms, each order form or self-service order accepted by Lumika (each, an “Order”), and any schedule expressly incorporated into an Order. An Order controls a direct conflict concerning selected services, fees, billing, term, or expressly negotiated special terms. The data-processing provisions below control a conflict concerning protection of Customer Personal Data. A purchase order, procurement portal, proposal, or Customer boilerplate does not modify the Agreement unless an authorized Lumika signer expressly accepts it in a signed writing.

2. Lumika Services

The “Services” include the Lumika dashboard, hosted AI assistants, knowledge bases, APIs, widgets, Model Context Protocol (“MCP”) endpoints, automations, analytics, and Customer-selected communication or data integrations. Depending on the Order, the Services may connect with websites, email, SMS, voice, Telegram, Slack, Meta services, WhatsApp, Discord, custom APIs, dealer CRMs, inventory feeds, or compatible automotive agent interfaces.

Where an Order includes dealership inventory, Auto Agent Protocol (“AAP”) connectivity, or related automotive discovery, Lumika provides a managed implementation of an independent open standard. Lumika does not own or govern the AAP project, and interoperability does not imply endorsement by the standard’s maintainers or any third-party platform.

Lumika may improve or modify non-material features. During a committed Order term, Lumika will not materially reduce purchased core functionality without reasonable notice, except to address law, security, abuse, emergency, or third-party discontinuation. Beta, preview, or experimental features are identified as such, may change, and are provided without a production availability commitment unless an Order states otherwise.

3. Accounts, Workspaces, Authority & Security

Verification of a domain, token, channel, or integration establishes technical control only and does not prove authority to bind another legal entity. Lumika may request reasonable authority, entity, license, or vendor evidence and may delay activation until satisfied.

• Provide accurate organization, workspace, billing, and contact information and keep it current.
• Use the Services only for organizations, domains, data, channels, dealer locations, and accounts you are authorized to control.
• Assign roles appropriately, review access when personnel or vendors change, and promptly remove users whose authority ends.
• Protect passwords, one-time codes, API keys, integration tokens, webhooks, knowledge sources, feed credentials, and other secrets.
• Remain responsible for activity by employees, contractors, agencies, vendors, and other users you authorize.
• Notify support@lumika.ai promptly of suspected compromise, lost authority, or a material configuration error.

4. Orders, Activation & Commercial Scope

An Order identifies the selected Services, workspace or covered locations, implementation scope, fees, billing basis, term, renewal treatment, usage limits, service levels, and any special terms. No field affecting price, scope, or term should remain blank when an Order is accepted. Lumika may reject an incomplete, unauthorized, fraudulent, technically ineligible, or expired Order.

For a negotiated Order, Customer signs first and the Order becomes effective when Lumika countersigns. An approved self-service Order becomes effective only when Lumika issues the acceptance notice described in that Order after required validation. Paid entitlements are not activated merely because a document was sent, opened, or partially signed.

5. Customer Content & License

“Customer Content” means prompts, instructions, documents, knowledge sources, media, business data, integration settings, assistant configurations, conversation content, dealership or inventory data, and other material submitted by or for Customer. Customer retains its rights in Customer Content.

Customer grants Lumika and its subprocessors a worldwide, non-exclusive, royalty-free license during the Agreement to host, copy, parse, transform, index, embed, transmit, display, and otherwise process Customer Content as necessary to provide, secure, support, troubleshoot, measure, and improve the Services, follow documented Customer instructions, and comply with law. The license does not authorize public display unless Customer selects a public-facing feature or otherwise directs publication.

Customer represents that it has all rights, notices, consents, licenses, and lawful bases needed for Customer Content and Lumika’s authorized processing, including rights in uploaded documents, media, trademarks, contact lists, conversation data, dealer inventory, and vendor-supplied data. Customer will promptly correct or remove inaccurate, unlawful, infringing, misleading, or unauthorized content.

6. AI Models, Outputs & Human Review

AI models can produce incomplete, inaccurate, biased, inappropriate, or unexpected output. Customer is responsible for designing instructions and guardrails, testing workflows, reviewing material output before relying on or publishing it, and providing legally required human review. Customer must not use an output as the sole basis for a high-impact decision about credit, employment, housing, insurance, healthcare, legal rights, or another regulated eligibility decision unless an Order and applicable law expressly permit that use with appropriate controls.

Customer must independently verify prices, inventory, appointments, factual claims, legal disclosures, and commitments before treating an AI response as binding. Lumika does not guarantee a response, ranking, placement, lead, conversion, sale, or business result. Lumika may use model and infrastructure providers to generate outputs; those providers’ availability, model behavior, and policies are outside Lumika’s control.

Lumika will not use Customer Personal Data or private conversation content to train a general-purpose AI model unless a separate signed amendment identifies the model, purpose, parties, lawful basis, notices, retention, and applicable choices. This does not prevent processing needed to provide, secure, troubleshoot, evaluate, or improve the Services, or use of properly aggregated or de-identified information.

7. Integrations & Third-Party Services

Customer may direct Lumika to connect third-party products, channels, identity providers, APIs, websites, CRMs, knowledge sources, communications services, or AI models. Customer authorizes Lumika to exchange the minimum information and credentials reasonably needed for each selected integration and is responsible for complying with that provider’s terms, policies, rate limits, branding, consent, and payment requirements.

Lumika is not responsible for an independent provider’s availability, security, output, data retention, account decisions, API changes, or discontinuation. Lumika may suspend or replace an integration if a provider revokes access, reports abuse, changes mandatory policies, becomes unsafe or unlawful, or becomes materially incompatible. Interoperability does not imply affiliation, endorsement, sponsorship, or operation by either party.

8. Communications, Leads & End-User Consent

Customer is responsible for every message, call, email, lead follow-up, campaign, audience, and destination it configures. Customer will obtain and retain legally sufficient consent, provide required notices, use only authorized channels and purposes, and honor opt-outs, revocations, STOP requests, Do-Not-Call requests, wrong-number reports, privacy rights, and suppression records across its own systems and vendors.

Customer will comply with the TCPA and FCC rules, FTC Telemarketing Sales Rule, federal and state Do-Not-Call requirements, state telemarketing and texting laws, recording-consent rules, CAN-SPAM, carrier and platform policies, quiet hours, sender identification, and message-frequency or rate disclosures. Supplying a phone number, sending an inquiry, or consenting to email is not blanket permission for every call, text, artificial or prerecorded voice, autodialed communication, or unrelated campaign.

Where Lumika receives and routes a consumer request, it may validate required consent fields and may reject, deduplicate, rate-limit, quarantine, or suppress activity that lacks required evidence, appears fraudulent, conflicts with a suppression record, or threatens the Services. Customer remains responsible for confirming that its specific follow-up is lawful.

9. Conditional Automotive Terms

This Section applies when an Order includes dealership inventory, AAP connectivity, vehicle discovery, or automotive lead routing. Customer remains the licensed merchant and seller or lessor of record and is solely responsible for vehicle authority, condition, availability, price, mandatory fees and add-ons, incentives, warranty and title status, advertising disclosures, financing and leasing, taxes, registration, delivery, and consumer follow-up. Lumika is not a vehicle dealer, broker, lender, insurer, appraiser, consumer reporting agency, or party to a vehicle transaction.

Customer must provide accurate, current, nondeceptive inventory and honor advertised prices. It must clearly disclose mandatory dealer charges, lawful exclusions, rebate and eligibility conditions, and other material limitations. Customer must not subtract a down payment, trade-in value, unavailable rebate, or assumed future savings from an advertised price; combine mutually exclusive incentives; advertise unavailable inventory; or use “out-the-door”, “final”, or “all-in” unless the amount contains everything required for that label for the actual shopper and jurisdiction.

Customer may submit a credit or lease term only if it is actually available and remains together with every disclosure required by the Truth in Lending Act and Regulation Z, the Consumer Leasing Act and Regulation M, state law, and applicable program rules. Customer is responsible for the FTC Used Car Rule, Buyers Guides, warranties, recalls, title and odometer duties, fair lending, adverse action, and all state dealer requirements. Feed ingestion, field validation, or AI summarization is not legal approval.

10. Acceptable Use

Customer must not, and must not permit another person to:

• Violate law or another person’s privacy, intellectual-property, publicity, contractual, consumer-protection, or civil rights.
• Impersonate a person or organization, falsify authority or consent, or connect an account, domain, channel, dealer, or data source without permission.
• Send spam, deceptive marketing, unlawful surveillance, malware, phishing, harassment, discriminatory content, or unsafe instructions.
• Upload payment-card authentication data, government identifiers, credit applications or reports, protected health information, biometric templates, precise location, children’s data, or other unsupported sensitive data.
• Probe, disrupt, overload, scrape contrary to documented limits, bypass authentication or rate limits, or reverse engineer except where a nonwaivable law permits.
• Use the Services or outputs to build a competing copy or train a competing general-purpose model except as an Order expressly permits.
• Place secrets, personal data, confidential competitive information, or prompt-injection instructions in fields intended for public display.
• Use the Services to coordinate nonpublic prices, customers, output, territories, bids, or strategy with a competitor.

11. U.S. Data-Processing Terms & Privacy Roles

“Data Protection Law” means U.S. privacy, security, and breach-notification law applicable to a party’s processing, including the California Consumer Privacy Act, as amended, and applicable comprehensive state privacy laws. Legal roles depend on the actual processing and applicable law.

Lumika generally acts as Customer’s processor, service provider, or contractor when it processes Customer Personal Data to operate Customer-configured assistants, knowledge bases, communications, integrations, or lead routing. Customer acts as controller or business for its instructions, source data, audiences, end-user relationships, downstream systems, and use after delivery. Lumika acts as an independent controller or business for account administration, authentication, fraud prevention, security, billing, support, legal compliance, and service-reliability telemetry.

When Lumika acts for Customer, it will process Customer Personal Data only to provide, secure, support, troubleshoot, measure, and administer the Services; follow lawful documented instructions; prevent fraud or abuse; and comply with law. Lumika will ensure authorized personnel are bound by confidentiality obligations.

Lumika will not sell or share Customer Personal Data, use it for cross-context behavioral or targeted advertising, retain, use, or disclose it outside the direct business relationship and specified purposes, or combine it with personal data from another source except as applicable law permits for the specified business purposes. To the extent the CCPA applies, Lumika certifies that it understands and will comply with the restrictions applicable to a service provider or contractor, will provide the required level of privacy protection, will notify Customer if it can no longer comply, and will permit reasonable steps to stop and remediate unauthorized use.

Taking account of the processing and information available, Lumika will reasonably assist Customer with verified access, correction, deletion, portability, opt-out, restriction, appeal, assessment, and regulator requests involving Customer Personal Data. Each party remains responsible for requests concerning processing for which it is an independent controller.

12. Security, Incidents, Subprocessors & Retention

Each party will maintain reasonable administrative, technical, and physical safeguards appropriate to its role and the data. Lumika will maintain a written security program addressing risk review, least privilege, authenticated access, workforce confidentiality and training, encryption in transit and at rest where supported, tenant-aware authorization, secrets management, secure development, vulnerability management, logging and monitoring, backups, incident response, business continuity, vendor diligence, and secure deletion. No control guarantees absolute security.

Customer is responsible for its accounts, devices, domains, identity provider, channels, API credentials, integration tokens, mailboxes, CRM, recipients, exports, and downstream transfers. Customer must notify support@lumika.ai promptly of a suspected compromise affecting the Services.

A “Security Incident” is confirmed unauthorized acquisition of, access to, disclosure, alteration, loss, or destruction of Customer Personal Data in Lumika’s custody. It excludes unsuccessful attempts that do not compromise data. Lumika will notify Customer without undue delay and, where practicable, within 72 hours after confirmation; contain, investigate, mitigate, and preserve relevant evidence; provide available information needed for legally required notices; and reasonably assist Customer. Notice is not an admission of fault or that a statutory breach occurred.

Customer generally authorizes Lumika to use subprocessors to operate the Services. Lumika will require materially protective written data obligations and remains responsible to the extent required by the Agreement and law. Lumika will provide reasonable notice of a materially new subprocessor handling Customer Personal Data, except for an emergency replacement. A Customer may object on reasonable documented data-protection grounds; if no reasonable alternative exists, Customer may terminate the materially affected Service before the new processing begins and receive a refund of prepaid unused fees for that portion.

During the Order and for 30 days afterward, Customer may request an available standard export. Subject to law, security, legal holds, and evidentiary needs, Lumika will delete or return Customer Personal Data within a commercially reasonable period after a verified instruction or termination. Audit, security, billing, support, delivery, dispute, and legal-hold records may be restricted and retained as reasonably necessary. Customer is responsible for retention and deletion in its own and downstream systems.

13. Confidentiality

“Confidential Information” is nonpublic information disclosed for the Agreement that is marked confidential or reasonably should be understood as confidential, including private Customer Content, credentials, security information, product plans, and negotiated pricing.

The recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it with at least reasonable care, and disclose it only to personnel, advisers, and contractors who need it and are bound by confidentiality duties. Confidential Information excludes information the recipient can document was lawfully known without restriction, independently developed without use, rightfully received without restriction, or public without breach. Legally compelled disclosure is permitted if the recipient, where lawful, gives prompt notice and discloses only what is required.

14. Intellectual Property, Marks & Feedback

Lumika and its licensors own the Services, software, Documentation, designs, models and orchestration rules, integrations, improvements, and Lumika marks, excluding Customer Content, open standards, and third-party materials. Subject to the Agreement, Lumika grants Customer a limited, non-exclusive, non-transferable right during the Order term to use the selected Services for its internal business operations and authorized customer-facing experiences.

Customer grants Lumika a limited license during the Order to display Customer names and marks only as necessary to operate Customer-selected experiences. Lumika may identify Customer publicly as a customer or publish a case study only with Customer’s separate written permission.

Customer grants Lumika a perpetual, irrevocable, royalty-free right to use feedback without restriction, provided Lumika does not identify Customer or disclose Customer Confidential Information.

15. Fees, Taxes & Payment

Customer will pay the fees, currency, billing basis, schedule, usage charges, and initial-term commitment stated in each Order or accepted workspace billing record. The public website does not create a price, discount, trial, credit, renewal, or service-level commitment.

Unless an Order states otherwise, invoices are due within 30 days. Customer must raise a good-faith invoice dispute with reasonable detail within 30 days after receipt and timely pay the undisputed portion. Lumika may charge the lesser of 1.5% per month or the maximum lawful rate on overdue undisputed amounts and may suspend affected paid Services after at least 10 days’ notice. Fees exclude applicable transaction taxes, which Customer will pay except taxes on Lumika’s net income. Fees are nonrefundable except as stated in the Agreement or required by law.

16. Warranties & Disclaimers

Each party warrants that it is validly existing and authorized to enter the Agreement. Lumika warrants that paid Services will perform in all material respects according to applicable Documentation and that professional services will be performed with commercially reasonable skill and care. Customer’s exclusive warranty remedy is correction or re-performance; if Lumika cannot correct a material nonconformity within a reasonable period, either party may terminate the materially affected Service and Lumika will refund prepaid unused fees for that portion.

EXCEPT FOR EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMIKA DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LUMIKA DOES NOT WARRANT THAT CUSTOMER OR THIRD-PARTY DATA, AI OUTPUT, MESSAGES, LEADS, OR THE SERVICES WILL BE COMPLETE, ACCURATE, UNINTERRUPTED, SECURE, ERROR-FREE, OR PRODUCE A BUSINESS RESULT. UNLESS AN ORDER INCLUDES A SIGNED SERVICE LEVEL, THERE IS NO GUARANTEED UPTIME, RESPONSE OR RESTORATION TIME, DELIVERY, LEAD VOLUME, PLACEMENT, OR COVERAGE.

17. Indemnification

Customer will defend Lumika, its affiliates, and their personnel against a third-party claim and indemnify them from resulting damages, settlements, penalties, and reasonable legal fees to the extent arising from Customer Content or alleged lack of rights in it; Customer’s communications, marketing, products, services, vehicle activities, or end-user relationships; Customer’s violation of law, consent, privacy rights, or acceptable-use duties; or use of an account, channel, domain, organization, or dealership without authority.

Lumika will defend Customer against a third-party claim that Customer’s authorized use of a paid Service infringes a U.S. patent, copyright, or trademark and indemnify Customer from resulting damages, settlements, and reasonable legal fees. Lumika has no obligation for Customer Content, open-source or third-party components, Customer modifications, use outside the Agreement, or combinations not supplied or required by Lumika. Lumika may procure continued use, modify or replace the affected Service, or terminate it and refund prepaid unused fees for that portion. This is Customer’s exclusive remedy for such claims.

The indemnified party must give prompt notice, provide reasonable cooperation at the indemnifying party’s expense, and allow control of the defense and settlement. No settlement may admit fault by, impose nonmonetary duties on, or fail to fully release the indemnified party without its written consent, not unreasonably withheld.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITY, ARISING FROM THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

EXCEPT FOR THE CATEGORIES IN THE NEXT SENTENCE, EACH PARTY’S AGGREGATE LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE AFFECTED ORDER DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. LIABILITY FOR BREACH OF CONFIDENTIALITY, A PARTY’S INDEMNIFICATION OBLIGATIONS, LUMIKA’S BREACH OF THE DATA-PROCESSING OR SECURITY TERMS, CUSTOMER’S UNAUTHORIZED USE OF LUMIKA INTELLECTUAL PROPERTY, OR CUSTOMER’S SUBMISSION OF PROHIBITED SENSITIVE DATA WILL NOT EXCEED THREE TIMES THAT GENERAL CAP. NO CAP LIMITS CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

19. Term, Renewal, Suspension & Termination

These Terms begin when Customer accepts them or the first Order becomes effective and continue while an Order is active. Each Order states its initial term and whether it ends, renews month-to-month, or renews for fixed periods. No automatic renewal applies unless the Order expressly provides it. Where an Order renews, Lumika will send notices required by applicable law and any operational reminder stated in the Order. A method for nonrenewal or cancellation will not be materially more difficult than enrollment.

Either party may terminate an affected Order for the other party’s material breach not cured within 30 days after written notice, or within 10 days for nonpayment, and may terminate immediately for qualifying insolvency. Lumika may immediately suspend the minimum affected scope for a credible security threat, unlawful or deceptive activity, missing authority, prohibited data, third-party platform demand, consent abuse, or conduct threatening the Services or others, with notice and restoration where practicable.

On expiration or termination, Customer’s access rights end and accrued fees become due. Customer may request an available standard export before termination or within 30 days afterward. Deletion and retention follow Section 12, legal holds, security and audit needs, and independent third-party systems. Provisions that by their nature should survive remain effective.

20. General Terms, Changes & Electronic Execution

Delaware law governs without regard to conflicts rules. The state courts in New Castle County, Delaware, and the U.S. District Court for the District of Delaware have exclusive jurisdiction and venue, and each party consents to those courts. Either party may seek urgent injunctive relief in another court with jurisdiction. Each party knowingly and voluntarily waives trial by jury to the extent permitted by law.

Neither party may assign the Agreement without the other’s prior written consent, not unreasonably withheld, except to an affiliate or in a merger, reorganization, financing, or sale of substantially all relevant assets if the assignee assumes the Agreement and is not the other party’s direct competitor. Lumika may use subcontractors and remains responsible as required by the Agreement. The parties are independent contractors. Neither party is liable for delay beyond reasonable control, excluding payment obligations.

The Agreement is the entire agreement on its subject. If a provision is unenforceable, it will be limited to the minimum necessary and the remainder continues. A waiver must be in writing. No third party is a beneficiary unless applicable law requires otherwise.

Lumika may update non-material operational, security, abuse-prevention, technical, or legal terms prospectively with reasonable notice. A materially adverse change to a signed Customer’s fees, committed term, renewal, liability, indemnity, data-use rights, or governing law requires affirmative assent, a signed amendment or renewal, or another legally sufficient process expressly authorized by the Agreement. Continued use alone does not change those signed terms.

Electronic signatures, clickwrap acceptance, counterparts, electronic records, and electronic delivery are effective. Each signer represents intent and authority. The parties may retain and reproduce a complete copy. Legal notices must use the details in the applicable Order; otherwise, contact support@lumika.ai.