Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) form a binding agreement between you (“you” or “Customer”) and Light Brands AI LLC, a Puerto Rico limited liability company (“Light-Brands,” “we,” “us,” or “our”), governing your access to and use of our websites (including lightbrands.ai and any subdomains), services, software, content, and engagements (collectively, the “Services”).

By accessing or using the Services, by clicking “I agree” (or similar) where presented, by countersigning a Statement of Work (“SOW”), Order Form, term sheet, or master services agreement that references these Terms, or by paying an invoice issued by Light-Brands, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms, in which case “you” and “Customer” refers to that entity.

2. Definitions

• “Customer Materials” means any data, content, code, documents, branding, materials, or other information that you (or anyone acting on your behalf) submit to or upload to the Services or otherwise provide to Light-Brands in connection with an engagement.
• “Deliverables” means the work product Light-Brands creates and delivers to you under an SOW, Order Form, or other engagement document.
• “Engagement Documents” means SOWs, Order Forms, term sheets, master services agreements, statements of work, and similar documents executed between you and Light-Brands.
• “Fees” means amounts payable by you to Light-Brands as set forth in an Engagement Document, on an invoice, or on a public pricing page applicable to the Service you have ordered.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, and any other intellectual or industrial property rights anywhere in the world.
• “Light-Brands Materials” means the Services and any methodologies, frameworks, software, templates, libraries, code, content, doctrines, designs, processes, know-how, and other materials owned or developed by Light-Brands and used in connection with the Services, including SoulOS doctrine and architecture.
• “Output” means content generated by AI tools used in connection with the Services, including text, code, summaries, drafts, and other outputs.

3. Eligibility and Accounts

3.1 Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) and have the legal capacity to enter into a contract to use the Services. If you are using the Services on behalf of an entity, you represent that you have the authority to bind that entity. The Services are not available to any user previously suspended or removed by Light-Brands or to any person located in, or that is a national of, a country subject to comprehensive U.S. economic sanctions or otherwise listed on any U.S. government list of restricted parties.

3.2 Account Registration

Some Services require you to register for an account. You agree to provide accurate, current, and complete information when registering, and to update your information promptly when it changes. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify Light-Brands promptly of any unauthorized access or use.

3.3 Account Security

You are responsible for safeguarding your account and for taking reasonable steps to keep your credentials secure, including using strong passwords and, where available, multi-factor authentication. Light-Brands is not liable for any loss or damage arising from your failure to comply with these requirements.

4. Description of the Services

4.1 General

The Services include consulting, advisory, technical, design, marketing, and capital-formation engagements; AI-native software development; the licensing of Light-Brands proprietary technologies and frameworks (including SoulOS); access to associated tools, dashboards, and platforms; and related events, content, and resources. Specific scope, deliverables, milestones, fees, and other commercial terms for each engagement are set forth in the applicable Engagement Documents.

4.2 Order of Precedence

In the event of a conflict between these Terms and an Engagement Document signed by both parties, the Engagement Document controls with respect to the subject matter of that conflict, but only to the extent of the conflict. All other provisions of these Terms remain in full force and effect.

4.3 Modifications to Services

Light-Brands may from time to time modify, update, or discontinue features of the Services in its discretion. Where a modification materially adversely affects an active engagement, Light-Brands will notify you and work with you in good faith to address the impact. Light-Brands is not liable to you or to any third party for any modification, suspension, or discontinuance of the Services in accordance with this Section.

4.4 Beta and Pre-Release Features

Light-Brands may offer beta, alpha, evaluation, or other pre-release features (“Beta Services”). Beta Services are provided AS IS without warranty of any kind, and may contain bugs, errors, or limitations. Light-Brands may discontinue Beta Services at any time. Customer’s use of Beta Services is voluntary and at Customer’s sole risk.

5. Fees, Billing, and Payment

5.1 Fees

You agree to pay all Fees set forth in the applicable Engagement Document or invoice. Unless otherwise stated, all Fees are stated in U.S. dollars and are exclusive of taxes, duties, and similar governmental assessments, which are your responsibility (other than taxes assessable against Light-Brands based on its net income).

5.2 Payment Methods

Payments are processed by Stripe and may be made by ACH bank debit, wire transfer, or credit card, as applicable. By providing a payment method, you authorize Light-Brands and its payment processors to charge that method for all Fees due. You represent that you have the legal right to use the payment methods you provide.

5.3 Payment Terms

Unless otherwise stated, invoices are due within seven (7) days of issue. Down payments and milestone payments specified in Engagement Documents are due as set forth in those documents. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable costs of collection (including attorneys’ fees).

5.4 Subscriptions and Recurring Fees

Where the Services are sold on a subscription basis, you authorize Light-Brands to bill the recurring Fees through your designated payment method until you cancel. Cancellation takes effect at the end of the then-current billing period; you are responsible for all Fees incurred up to and including the period in which you cancel.

5.5 Refunds

Except as expressly stated in an Engagement Document or required by applicable law, all Fees are non-refundable and non-creditable. Consulting, advisory, and engineering services involve consumed time and capacity that cannot be reclaimed; refunds are not provided for services already delivered or scheduled. Where Light-Brands fails to deliver agreed-upon services due to its material breach, the parties will negotiate in good faith an appropriate remedy, which may include a credit or refund of unconsumed pre-paid Fees.

5.6 Disputed Charges

If you believe an invoice contains an error, you must notify Light-Brands in writing within thirty (30) days of the invoice date. Failure to do so waives your right to dispute the charge. We will work with you in good faith to resolve any disputed amount.

5.7 Suspension for Non-Payment

Light-Brands may, after reasonable notice, suspend or terminate the Services and any active engagement if Fees are more than thirty (30) days past due. Suspension does not relieve you of the obligation to pay accrued amounts.

6. Intellectual Property

6.1 Light-Brands Materials

Light-Brands and its licensors own all right, title, and interest in and to the Light-Brands Materials, including all Intellectual Property Rights therein. Except for the limited rights expressly granted to you in these Terms or in an Engagement Document, no rights to Light-Brands Materials are granted to you. You may not remove, alter, or obscure any proprietary notices on Light-Brands Materials.

6.2 Customer Materials

As between you and Light-Brands, you retain all right, title, and interest in and to Customer Materials. You hereby grant Light-Brands a worldwide, non-exclusive, royalty-free, sublicensable license to use, copy, store, transmit, modify, and create derivative works of Customer Materials solely as necessary to provide and improve the Services and to fulfill our obligations under the Engagement Documents. You represent and warrant that you have all rights necessary to grant this license and that the Customer Materials do not infringe any third-party rights or violate applicable law.

6.3 Deliverables

Subject to your full payment of all applicable Fees and the terms of the applicable Engagement Document, Light-Brands assigns to you all right, title, and interest in and to the Deliverables created specifically for you under that Engagement Document, excluding any Light-Brands Materials, third-party materials, and Reusable Components (defined below) embedded in or used to create the Deliverables. To the extent any Light-Brands Materials, third-party materials, or Reusable Components are embedded in the Deliverables, Light-Brands grants you a worldwide, non-exclusive, perpetual, royalty-free license to use, modify, and distribute them as part of the Deliverables, in each case solely as integrated within the Deliverables.

Reusable Components. “Reusable Components” means general-purpose tools, utilities, libraries, frameworks, methodologies, doctrines, code patterns, architectural patterns, prompts, and similar know-how that Light-Brands develops independently of, or that have general applicability beyond, your specific engagement. Light-Brands retains all right, title, and interest in and to Reusable Components.

6.4 Feedback

If you provide Light-Brands with feedback, suggestions, or ideas about the Services (“Feedback”), you grant Light-Brands a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use the Feedback for any purpose without obligation or compensation to you.

6.5 Trademarks

“Light-Brands,” “LovingIsAI,” “SoulOS,” the Yellow Butterfly emblem, and other Light-Brands marks are trademarks of Light-Brands. You may not use Light-Brands trademarks without our prior written consent, except as expressly permitted under these Terms or an Engagement Document.

7. Acceptable Use; Prohibited Conduct

You agree not to, and not to permit any third party to:

• Use the Services in violation of applicable law, regulation, or the rights of any person;
• Use the Services to send spam, malware, viruses, or other harmful or unsolicited communications;
• Reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or organization of the Services or Light-Brands Materials, except to the extent permitted by law that cannot be excluded by contract;
• Resell, sublicense, lease, transfer, or distribute the Services or Light-Brands Materials, except as expressly authorized in an Engagement Document;
• Probe, scan, or test the vulnerability of the Services without authorization;
• Circumvent, disable, or interfere with security or authentication features of the Services;
• Use automated systems (bots, scrapers, crawlers) to access the Services other than through publicly documented APIs;
• Use the Services to develop a competing product or service;
• Submit to the Services any content that infringes Intellectual Property Rights, violates privacy or publicity rights, or contains illegal, harmful, threatening, defamatory, obscene, or otherwise objectionable material;
• Submit to the Services personal data of children under 13, government-issued identifiers, full payment-card numbers, or special-category personal data (such as health data) unless we have agreed in writing to additional safeguards;
• Use AI Outputs to violate the rights of others, generate disinformation or impersonations, or take any action prohibited by applicable AI-provider policies.

We may, with or without notice, suspend or terminate access to the Services for actual or suspected violations of this Section.

8. Confidentiality

In connection with the Services, each party may disclose to the other Confidential Information. “Confidential Information” means any non-public information disclosed by one party to the other that is identified as confidential at the time of disclosure or that a reasonable person would understand to be confidential under the circumstances. Confidential Information includes, without limitation, business plans, financial information, technology, architecture, source code, methodologies, customer lists, and the terms of the Engagement Documents.

Each party agrees to (a) use the other party’s Confidential Information only as necessary to perform under, or as authorized by, these Terms and the Engagement Documents; (b) protect the other party’s Confidential Information using at least the same degree of care as it uses to protect its own information of like importance, but in no event less than reasonable care; (c) limit disclosure to its employees, contractors, and advisors with a need to know who are bound by confidentiality obligations no less protective than these Terms; and (d) not disclose Confidential Information to any third party without prior written consent.

The obligations in this Section do not apply to information that (i) is or becomes publicly available without breach of these Terms; (ii) is rightfully received from a third party without confidentiality obligations; (iii) was already known to the receiving party prior to disclosure; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

A party may disclose Confidential Information as required by law, regulation, or legal process, provided that, to the extent legally permissible, the party gives the other party prompt notice and cooperates in any effort to seek a protective order.

9. AI Outputs and Disclaimers

The Services include features that use artificial intelligence and large language models to generate Outputs. You acknowledge and agree that:

• Outputs may be inaccurate. AI-generated Outputs may contain errors, omissions, fabrications, hallucinations, biased content, or otherwise be unsuitable for a particular purpose. You are responsible for reviewing and validating Outputs before relying on them or making them available to third parties.
• No professional advice. Outputs are not a substitute for professional legal, financial, medical, tax, accounting, fiduciary, investment, or other professional advice. You should consult appropriate professionals before relying on Outputs for any consequential decision.
• Output ownership. Subject to your full payment of applicable Fees, and subject to any restrictions imposed by third-party AI providers used in generating the Output, Light-Brands assigns to you all right, title, and interest it has in Outputs created specifically for you. You acknowledge that AI Outputs may not be capable of copyright protection in some jurisdictions and that other users may receive substantially similar Outputs in response to similar inputs.
• Indemnity for misuse. You are solely responsible for your use, deployment, and distribution of Outputs and will defend and indemnify Light-Brands against claims arising from such use.
• Third-party AI provider terms. Some Services rely on third-party AI providers whose terms apply concurrently. Where required by such providers, you agree to comply with their applicable usage policies.
• Sensitive inputs. Do not submit sensitive personal data, regulated data (such as protected health information), or government-issued identifiers into Services that use AI processing unless we have agreed in writing to additional safeguards.

10. Third-Party Services and Integrations

The Services may integrate with, or rely on, third-party services, software, content, or information (“Third-Party Services”). Use of Third-Party Services may be subject to additional terms imposed by the third-party provider. Light-Brands does not control and is not responsible for Third-Party Services. Your use of Third-Party Services is at your own risk and subject to the third party’s terms.

11. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN AN ENGAGEMENT DOCUMENT, THE SERVICES, LIGHT-BRANDS MATERIALS, DELIVERABLES, AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LIGHT-BRANDS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

LIGHT-BRANDS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; THAT OUTPUTS WILL BE ACCURATE, COMPLETE, OR MEET YOUR REQUIREMENTS; OR THAT THE SERVICES OR ANY SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THOSE JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LIGHT-BRANDS, ITS AFFILIATES, OR ITS LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF LIGHT-BRANDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LIGHT-BRANDS’ AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO LIGHT-BRANDS UNDER THE APPLICABLE ENGAGEMENT DOCUMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000).

The limitations and exclusions in this Section do not apply to (i) liability for death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) gross negligence or willful misconduct; (iv) the indemnity obligations of either party; or (v) any liability that cannot be excluded or limited under applicable law.

The limitations in this Section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and constitute a fundamental basis of the bargain between you and Light-Brands.

13. Indemnification

13.1 By You

You will defend, indemnify, and hold harmless Light-Brands, its affiliates, and its and their respective officers, directors, employees, contractors, and agents from and against any third-party claim, demand, action, or proceeding, and any related liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising out of or related to: (a) your or your users’ use of the Services in violation of these Terms or applicable law; (b) Customer Materials, including any claim that Customer Materials infringe Intellectual Property Rights or violate privacy or publicity rights; (c) your use of Outputs or Deliverables, including any claim arising from your distribution, modification, or commercial exploitation thereof; (d) your breach of Section 7 (Acceptable Use); or (e) your violation of any applicable law in connection with the Services.

13.2 By Light-Brands

Light-Brands will defend, indemnify, and hold harmless Customer from and against any third-party claim alleging that the Services, when used in accordance with these Terms and the applicable Engagement Document, infringe any third-party Intellectual Property Right, except to the extent the claim arises from (a) Customer Materials; (b) modifications to the Services or Deliverables made by anyone other than Light-Brands; (c) combination of the Services or Deliverables with products or processes not provided by Light-Brands; or (d) your continued use of the Services or Deliverables after Light-Brands has notified you of an alleged infringement and provided a non-infringing alternative.

If the Services or any Deliverable is, or in Light-Brands’ opinion is likely to become, the subject of an infringement claim, Light-Brands may, at its option and expense: (i) procure for you the right to continue using the Services or Deliverables; (ii) modify the Services or Deliverables to be non-infringing; or (iii) terminate your access to the affected Services and refund any pre-paid Fees applicable to the unused portion of the Services. The remedies in this Section are Light-Brands’ sole liability and your sole remedy for infringement claims.

13.3 Procedure

The party seeking indemnification will (a) promptly notify the indemnifying party of the claim; (b) provide reasonable cooperation in defense of the claim, at the indemnifying party’s expense; and (c) grant the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement may impose a non-monetary obligation on the indemnified party without that party’s prior written consent.

14. Term; Suspension; Termination

14.1 Term

These Terms apply from the date you first accept them and continue until terminated as provided herein. The term of any specific engagement is governed by the applicable Engagement Document.

14.2 Termination by You

You may terminate your relationship with Light-Brands at any time by ceasing to use the Services and notifying us in writing, subject to your continuing obligations (including payment for Services delivered or scheduled). Termination of an Engagement Document is governed by that document.

14.3 Termination by Light-Brands

Light-Brands may suspend or terminate your access to the Services and any related engagement: (a) immediately, for material breach of these Terms or any Engagement Document that is not cured within thirty (30) days of written notice; (b) immediately, for non-payment past due more than thirty (30) days; (c) immediately, if required by law or by a third-party service provider; or (d) on reasonable notice in our discretion (with a refund of pre-paid Fees applicable to the unused portion of the Services).

14.4 Effect of Termination

On termination of these Terms or any Engagement Document, (a) your right to access the Services ceases; (b) you remain obligated to pay all Fees accrued prior to termination; (c) each party will return or destroy the other party’s Confidential Information except as required to be retained by law; and (d) provisions intended by their nature to survive (including IP, indemnification, limitation of liability, governing law, dispute resolution, and miscellaneous) survive.

15. Force Majeure

Neither party is liable for any delay or failure to perform under these Terms (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, government acts, fire, accidents, strikes, supplier failures, internet or telecommunications failures, or pandemics. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

16. Modifications to These Terms

We may modify these Terms from time to time. If we make a material change, we will provide reasonable notice (such as by email to your registered email address or by prominent notice on the Services). Continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services. Updates to these Terms do not affect Engagement Documents already in effect.

17. Governing Law and Jurisdiction

These Terms and any dispute arising out of or relating to them or to the Services are governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflicts-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 18 (Mandatory Arbitration), the state and federal courts located in San Juan, Puerto Rico have exclusive jurisdiction over any dispute not subject to arbitration, and each party consents to such jurisdiction and venue and waives any objection based on inconvenient forum.

18. Mandatory Arbitration; Class-Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL ARBITRATION FOR MOST DISPUTES AND LIMITS THE WAY YOU CAN SEEK RELIEF.

18.1 Informal Resolution

Before filing a claim, each party agrees to try to resolve any dispute informally for at least sixty (60) days. The dispute begins with written notice to the other party describing the dispute and the relief sought. Notice to Light-Brands must be sent to legal@lightbrands.ai.

18.2 Binding Arbitration

If informal resolution does not resolve the dispute, you and Light-Brands agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or any Engagement Document (other than disputes excluded in Section 18.5) will be resolved by binding individual arbitration administered by JAMS under its applicable rules then in effect. The arbitration will be conducted in San Juan, Puerto Rico, or via remote proceedings where permitted. The arbitrator will have authority to award any relief that would be available in court (subject to the limitations in these Terms). Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Class-Action Waiver

YOU AND LIGHT-BRANDS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person’s claims and may not preside over any form of representative or class proceeding. If this Section 18.3 is found unenforceable as to any claim, that claim must be brought in court (not in arbitration), but the remainder of this Section 18 remains in effect.

18.4 30-Day Opt-Out Right

You may opt out of the arbitration agreement and class-action waiver in this Section 18 by sending written notice to legal@lightbrands.ai within thirty (30) days of first accepting these Terms (or first becoming subject to a material change to this Section). Your notice must include your name, the engagement or account at issue, and a clear statement that you are opting out. Opting out does not affect the rest of these Terms.

18.5 Exclusions

Notwithstanding Section 18.2, either party may bring an individual action in small-claims court for disputes within the court’s jurisdiction; either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information; and either party may bring an action for collection of undisputed Fees in any court of competent jurisdiction.

18.6 Arbitration Costs

Each party bears its own attorneys’ fees and costs in arbitration unless the arbitrator determines that the claim is frivolous or brought for an improper purpose, in which case the arbitrator may award fees to the prevailing party as permitted by applicable law. The administrative and arbitrator fees are governed by the rules of the arbitration provider.

19. Export Controls and Sanctions

You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. economic sanctions, and that you are not on any list of restricted parties maintained by the U.S. government. You will not export, re-export, or transfer the Services or any Deliverables in violation of U.S. or other applicable export-control or sanctions laws.

20. U.S. Government Customers

The Services and Light-Brands Materials are “commercial items,” “commercial computer software,” and “commercial computer software documentation,” as those terms are defined under FAR 2.101, DFARS 252.227-7014, and similar regulations. If you are a U.S. government entity, your rights with respect to the Services and Light-Brands Materials are governed solely by these Terms.

21. Notices

Notices to Light-Brands must be sent to legal@lightbrands.ai with a copy to the registered business address listed in the Privacy Policy. We may give notice to you by email to the address associated with your account, by posting a notice in the Services, or by other reasonable means. Notice is effective on the date sent.

22. General Provisions

22.1 Entire Agreement

These Terms, together with the Engagement Documents and any other agreements expressly referenced in them, constitute the entire agreement between you and Light-Brands regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings, whether oral or written. Any pre-printed terms in your purchase orders or similar documents do not apply unless expressly accepted in writing by Light-Brands.

22.2 Assignment

You may not assign or transfer these Terms or any rights or obligations under them without Light-Brands’ prior written consent. Any unauthorized assignment is void. Light-Brands may assign these Terms in connection with a merger, acquisition, financing, sale of assets, or similar transaction, or to an affiliate. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

22.3 Independent Contractors

The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship between the parties. Neither party has authority to bind the other.

22.4 No Waiver

The failure of either party to enforce any provision of these Terms is not a waiver of that provision or the right to enforce it later. Any waiver must be in writing and signed by an authorized representative of the waiving party.

22.5 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision will be reformed to the minimum extent necessary to make it valid and enforceable.

22.6 Headings

Section headings are for convenience only and do not affect interpretation.

22.7 Counterparts and Electronic Signatures

These Terms and any Engagement Document may be executed in counterparts, each of which is deemed an original. Electronic signatures are deemed valid and binding to the same extent as handwritten signatures.

22.8 Survival

Sections that by their nature should survive termination will survive, including Sections 2 (Definitions), 5 (Fees, to the extent of accrued amounts), 6 (Intellectual Property), 8 (Confidentiality), 9 (AI Outputs and Disclaimers), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14.4 (Effect of Termination), 17 (Governing Law), 18 (Arbitration), and 22 (General Provisions).

22.9 Contact Information

• Legal: legal@lightbrands.ai
• Support: support@lightbrands.ai
• General contact: hello@lightbrand.ai
• Mailing address: 1654 Calle Tulipán, Ste 100, San Juan, PR 00927-6242