Terms of Service

Effective date: March 23, 2026

Plain-language summary: These terms govern your municipality's subscription to LUMINARYX™. Key points: 30-day free trial, no credit card required; annual subscriptions billed in CAD; your governance data belongs to you; we are not liable for decisions your municipality makes using our platform; disputes are governed by British Columbia law.

1. Acceptance of Terms

These Terms of Service ("Terms") form a legally binding agreement between 17691190 Canada Inc., operating as LUMINARYX™ ("LUMINARYX", "we", "us", "our"), and the organization identified during account registration ("Customer", "you", "your").

By creating an account, starting a free trial, or using the LUMINARYX™ platform, you represent that: (a) you have the legal authority to bind your organization to these Terms; (b) your organization is a municipal government body, school board, or other public sector entity eligible to use the platform; and (c) you agree to be bound by these Terms and our Privacy Policy.

If you do not agree to these Terms, do not use the LUMINARYX™ platform.

2. Definitions

"Platform" means the LUMINARYX™ software-as-a-service application, including all features, APIs, administrative tools, and documentation.
"Customer Data" means all governance decisions, workflow submissions, audit records, documents, and other data submitted by Customer or its Users through the Platform.
"Users" means the individual employees, councillors, contractors, or authorized representatives of the Customer who are granted access to the Platform.
"Subscription" means a paid or trial access period for the Platform under the applicable pricing tier.
"Subscription Term" means the period for which a Subscription is active, beginning on the Start Date and ending on the expiry or termination date.
"Documentation" means user guides, onboarding materials, and technical specifications made available by LUMINARYX™.

3. The Service

LUMINARYX™ provides a cloud-based AI governance platform that helps Canadian public sector organizations structure, document, and audit artificial intelligence use through approval workflows, regulatory compliance mapping, and tamper-evident audit trails.

Access to the Platform is provided on a subscription basis. LUMINARYX™ grants Customer a limited, non-exclusive, non-transferable right to access and use the Platform during the Subscription Term for Customer's internal governance purposes.

3.1 Service availability

LUMINARYX™ will use commercially reasonable efforts to make the Platform available 99.5% of the time in any calendar month, excluding scheduled maintenance windows communicated at least 48 hours in advance.

3.2 Support

LUMINARYX™ provides email-based technical support to all subscribers. Response time targets vary by subscription tier. Support is available in English and French.

4. Free Trial

30-day free trial. No credit card required. Full platform access. Cancel any time.

LUMINARYX™ offers a 30-day free trial ("Trial") for new Customers. During the Trial:

No payment information is required to start.
Customer has access to the full Platform features applicable to the selected tier.
Customer Data entered during the Trial is retained and carried forward if Customer converts to a paid Subscription.
If Customer does not convert to a paid Subscription before the Trial expires, access to the Platform will be suspended. Customer Data will be retained for 30 days following Trial expiry, after which it will be deleted.

LUMINARYX™ reserves the right to modify or discontinue the Trial offer at any time with notice. One Trial per organization.

5. Subscriptions and Payment

5.1 Pricing tiers

LUMINARYX™ subscriptions are priced based on municipality population, billed annually in Canadian dollars (CAD). All prices are exclusive of applicable taxes (HST/GST/PST).

5.2 Billing and payment

Subscriptions are billed annually in advance. Invoices are issued at the start of each Subscription Term. Payment is due within 30 days of invoice date. Accepted payment methods include credit card (via Stripe) and electronic funds transfer.

Overdue balances accrue interest at 1.5% per month (18% per annum) from the due date. LUMINARYX™ may suspend access to the Platform for accounts with balances overdue by more than 30 days, with 7 days prior written notice.

5.3 Taxes

Customer is responsible for all applicable sales taxes, goods and services tax (GST), harmonized sales tax (HST), and provincial sales taxes (PST) on amounts payable to LUMINARYX™. LUMINARYX™ will include applicable Canadian taxes on invoices where required.

5.4 Renewals and cancellation

Subscriptions automatically renew for successive annual terms unless Customer provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term. No refunds are issued for unused portions of a paid Subscription Term.

5.5 Price changes

LUMINARYX™ will provide at least 90 days' written notice before any price increase takes effect. Price changes apply at the next renewal date and do not apply during the current Subscription Term.

6. Acceptable Use

Customer agrees to use the Platform only for lawful purposes and in accordance with these Terms. Customer will not, and will ensure its Users do not:

Use the Platform to process information in a manner that violates applicable Canadian law, including privacy legislation (PIPEDA, FOIPPA, Law 25) or the Criminal Code of Canada.
Attempt to circumvent, disable, or interfere with any security feature of the Platform, including audit trail integrity mechanisms or MFA requirements.
Reverse engineer, decompile, or attempt to derive the source code of the Platform.
Use automated tools, bots, or scripts to scrape, crawl, or extract data from the Platform without LUMINARYX™ written consent.
Share login credentials between multiple individuals. Each User must have a unique account.
Use the Platform in a manner that exceeds the User seat count or usage limits of the applicable subscription tier.
Upload or process content that infringes intellectual property rights, contains malware, or is intentionally false or misleading.
Resell, sublicense, or white-label the Platform to third parties without LUMINARYX™ prior written consent.

7. Your Data and Content

7.1 Ownership

Customer retains full ownership of all Customer Data. LUMINARYX™ claims no intellectual property rights over Customer Data.

7.2 Licence to LUMINARYX™

Customer grants LUMINARYX™ a limited, non-exclusive licence to process, store, and transmit Customer Data solely to the extent necessary to provide and improve the Platform for Customer's benefit. LUMINARYX™ does not use Customer Data to train AI models or for any purpose unrelated to service delivery.

7.3 Data export

Customer may export all Customer Data at any time during an active Subscription using the Platform's built-in export tools, in open machine-readable formats (JSON, CSV, or XML) at no additional cost. Export includes all historical records, audit trail entries, and metadata. LUMINARYX™ will provide a one-time data export upon written request within 30 days of Subscription termination.

7.4 No secondary use

LUMINARYX™ will not use Customer Data for any purpose other than providing the Platform, including marketing, training AI or machine learning models, creating derivative products, benchmarking, or sharing with third parties.

7.5 Audit trail integrity

Audit log entries are append-only and protected by hash-chained HMAC integrity verification. LUMINARYX™ will not alter or delete audit records on behalf of Customer. Customers should treat their LUMINARYX™ audit trail as an authoritative governance record.

Important: LUMINARYX™ is a governance and documentation platform. It does not make AI decisions on behalf of your municipality. The municipality remains solely responsible for all AI-assisted decisions documented through the Platform.

8. Intellectual Property

LUMINARYX™ and its licensors retain all intellectual property rights in the Platform, including its software, design, regulatory framework mappings, compliance templates, and documentation. Nothing in these Terms transfers any ownership interest in the Platform to Customer.

The LUMINARYX™ name and logo are trademarks of 17691190 Canada Inc. (trademark application No. 2455533). Customer may not use LUMINARYX™ trademarks without prior written consent.

9. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure. Customer Data is Confidential Information of Customer. LUMINARYX™ pricing, roadmap, and technical architecture are Confidential Information of LUMINARYX™.

Each party agrees to: (a) hold the other's Confidential Information in strict confidence using at least the same care it uses for its own confidential information (but no less than reasonable care); (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only as necessary to perform obligations under these Terms.

10. Warranties and Disclaimers

10.1 LUMINARYX™ warranties

LUMINARYX™ warrants that: (a) it has the right to provide the Platform under these Terms; (b) the Platform will materially conform to its Documentation during the Subscription Term; and (c) LUMINARYX™ will not knowingly introduce malware into the Platform.

10.2 Disclaimers

Except as expressly set out in Section 10.1, the Platform is provided "as is" and "as available" without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

LUMINARYX™ does not warrant that: (a) the Platform will be error-free or uninterrupted; (b) the Platform's regulatory framework mappings constitute legal advice; or (c) use of the Platform will satisfy any specific regulatory or legal requirement of Customer's jurisdiction. Customers should seek independent legal advice regarding their AI governance obligations.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, loss of data, or reputational harm, arising out of or related to these Terms or the Platform, even if advised of the possibility of such damages.
LUMINARYX™ total cumulative liability to Customer for all claims arising out of or related to these Terms shall not exceed the total fees paid by Customer in the 12 months immediately preceding the claim.

The aggregate liability cap does not apply to: (a) LUMINARYX™ breach of its data protection and privacy obligations; (b) LUMINARYX™ gross negligence or willful misconduct; (c) obligations under Section 12 (Indemnification); or (d) any liability that cannot be excluded under applicable Canadian law.

12. Indemnification

Customer will defend, indemnify, and hold harmless LUMINARYX™ and its officers, directors, employees, and agents against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from: (a) Customer's use of the Platform in violation of these Terms; (b) Customer Data that infringes any third-party intellectual property right or privacy right; or (c) Customer's breach of applicable law.

LUMINARYX™ will defend, indemnify, and hold harmless Customer against third-party claims alleging that the Platform, as provided by LUMINARYX™ and used in accordance with these Terms, infringes a Canadian intellectual property right.

13. Term and Termination

13.1 Term

These Terms commence on the date Customer first accesses the Platform (including during a Trial) and continue until the Subscription is terminated.

13.2 Termination for convenience

Either party may terminate a free Trial at any time without notice. Customer may terminate a paid Subscription by providing 60 days' written notice. Pre-paid fees for the remainder of the then-current Subscription Term are non-refundable, but no additional fees will be charged.

13.3 Termination for cause

Either party may terminate these Terms immediately by written notice if the other party: (a) commits a material breach and fails to cure within 30 days of written notice; or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or has a receiver appointed.

13.4 Effect of termination

Upon termination: (a) Customer's right to access the Platform ceases immediately; (b) LUMINARYX™ will make Customer Data available for export for 90 days in open, machine-readable formats (JSON, CSV, or XML) at no additional cost; (c) after the 90-day period, LUMINARYX™ will permanently delete all Customer Data and provide written confirmation of deletion upon request; (d) audit trail records subject to mandatory retention obligations will be retained for the applicable statutory period.

14. Change of Control

In the event of a change of control of LUMINARYX™ (including acquisition, merger, or sale of substantially all assets), all obligations under these Terms transfer to the successor entity. LUMINARYX™ will notify Customer within 30 days of any change of control. All data protection commitments survive any change of control as binding obligations on the successor entity.

If Customer objects to the change of control, Customer may terminate the Subscription within 90 days of notification and receive a pro-rata refund of pre-paid fees for the unused portion of the Subscription Term.

15. Changes to the Service and Terms

LUMINARYX™ may update the Platform at any time, including adding, modifying, or removing features. We will provide advance notice of material changes that reduce functionality.

LUMINARYX™ may update these Terms from time to time. For material changes, we will provide at least 14 days' written notice to active subscribers before the new Terms take effect. Your continued use of the Platform after the effective date constitutes acceptance.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

The parties will attempt to resolve any dispute informally through good faith negotiation. If negotiation fails within 30 days of written notice, either party may submit the dispute to mediation administered by the British Columbia International Commercial Arbitration Centre (BCICAC). If mediation fails within 60 days, either party may commence legal proceedings in the courts of British Columbia.

If Customer is a municipal government entity subject to mandatory dispute resolution processes under applicable provincial legislation, those processes take precedence.

17. General Provisions

Entire agreement: These Terms, together with the Privacy Policy, Data Processing Agreement, and any applicable Order Form or SLA, constitute the entire agreement between the parties regarding the Platform and supersede all prior agreements.
Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
Waiver: Failure to enforce any provision is not a waiver of the right to enforce it in the future.
Assignment: Customer may not assign these Terms without LUMINARYX™ prior written consent. LUMINARYX™ may assign these Terms in connection with a merger, acquisition, or sale of substantially all assets.
Force majeure: Neither party is liable for failure to perform due to causes beyond its reasonable control, provided the affected party gives prompt notice.
Language: These Terms are provided in English. A French version is available upon request. In the event of any inconsistency between the English and French versions, the English version prevails outside Quebec; inside Quebec, the French version prevails to the extent required by the Charter of the French Language.
Notices: Notices under these Terms must be in writing and sent by email. Notices to LUMINARYX™ should be sent to legal@luminaryx.ca. Notices to Customer will be sent to the email address on the Customer account.

18. Contact

For questions about these Terms of Service, billing, or your subscription:

Joy Guyot, Founder and CEO
17691190 Canada Inc. (LUMINARYX™)
legal@luminaryx.ca

We will acknowledge all written inquiries within 5 business days.