Legal Documentation

Terms of Service

Last updated: January 1, 2024

These Terms of Service govern the relationship between LUNI TOWER ("the Company," "we," "us," or "our") and any individual or entity ("Client," "you," or "your") that engages our services. By accessing our website or engaging any of our services, you confirm that you have read, understood, and agreed to these Terms in full. If you do not agree with any part of these Terms, you must not use our services.

1. Company Overview and Nature of Services

LUNI TOWER is a digital presence advisory and configuration company headquartered in Missoula, Montana, United States. We provide website workspace configuration, digital content deployment assistance, interface customization guidance, and online presence support services.

All services offered by LUNI TOWER are advisory and support-focused in nature. We do not provide software engineering or custom software development, hosting infrastructure management, payment processing systems, server maintenance, data system administration, or management of client data systems. Our scope is explicitly limited to configuration guidance, structural organization, content placement, and advisory support within existing digital platforms and tools.

Any expectation of services beyond the scope described in these Terms, or beyond the scope outlined in a specific written engagement agreement, is not implied by these Terms and will not be fulfilled.

2. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you and LUNI TOWER. By submitting an inquiry, entering into a service engagement, or otherwise communicating intent to work with us, you acknowledge that:

• You have read and understood these Terms of Service in their entirety.
• You are at least 18 years of age and legally capable of entering into binding agreements.
• If acting on behalf of a business or organization, you have the authority to bind that entity to these Terms.
• You agree to be bound by these Terms and all applicable policies incorporated herein by reference.

LUNI TOWER reserves the right to update, amend, or modify these Terms at any time. Continued use of our services following any such modification constitutes your acceptance of the revised Terms. We recommend reviewing these Terms periodically.

3. Service Engagements and Scope Definition

3.1 Engagement Confirmation

Each service engagement begins with a written confirmation that outlines the specific scope of work, deliverables, timelines, and associated fees. No work will commence until both parties have confirmed the scope of engagement in writing, whether via email correspondence, a formal agreement document, or another written medium agreed upon by both parties.

3.2 Scope Limitations

The scope of any engagement is strictly limited to what is outlined in the written confirmation. LUNI TOWER will not undertake tasks outside the confirmed scope without a formal written scope amendment, which may involve additional fees and revised timelines. Verbal requests for out-of-scope work will not be actioned without written confirmation.

3.3 Client Responsibilities

The Client is responsible for providing timely, accurate, and complete information, materials, and access credentials necessary for LUNI TOWER to perform the agreed services. Delays caused by the Client's failure to provide necessary materials or approvals may result in project timeline extensions, which shall not constitute a breach of these Terms by LUNI TOWER.

The Client is solely responsible for ensuring that all content, materials, and assets provided to LUNI TOWER for configuration purposes comply with applicable laws, do not infringe upon third-party intellectual property rights, and do not violate any platform terms of service.

3.4 Platform Dependency

LUNI TOWER's services are performed within and subject to the constraints of the Client's existing digital platforms and tools. LUNI TOWER cannot guarantee outcomes that are outside the technical capabilities of the platforms in use. The Company is not responsible for changes made by third-party platform providers that affect the configuration or display of the Client's digital properties.

4. Fees, Payment Terms, and Pricing

4.1 Service Rates

Service fees are determined based on the scope of each engagement and are communicated to the Client prior to commencement. Published rate ranges on the Company's website represent market-standard estimates and are not binding until confirmed in a specific written engagement agreement.

4.2 Payment Schedule

Unless otherwise agreed in writing, payment terms are as follows: a deposit of fifty percent (50%) of the total engagement fee is due upon written confirmation of scope, with the remaining fifty percent (50%) due upon completion of deliverables and prior to final handover. For retainer-based engagements, payment is due at the commencement of each billing period.

4.3 Late Payment

Invoices not paid within thirty (30) days of their due date may be subject to a late fee of 1.5% per month on the outstanding balance. LUNI TOWER reserves the right to suspend active work on any engagement where payment is overdue by more than fifteen (15) days, without liability for any resulting delays.

4.4 Disputed Invoices

If the Client disputes any portion of an invoice, they must notify LUNI TOWER in writing within ten (10) business days of receipt, specifying the basis of the dispute. Undisputed portions of invoices remain due and payable on schedule.

5. Intellectual Property

5.1 Client-Owned Content

All content, materials, and assets provided by the Client to LUNI TOWER in connection with service delivery remain the exclusive intellectual property of the Client. LUNI TOWER claims no ownership of Client-provided materials.

5.2 Work Product

Configuration outputs, structural recommendations, and advisory materials produced by LUNI TOWER specifically for a Client engagement become the property of the Client upon receipt of full payment for the relevant engagement. Prior to full payment, all work product remains the property of LUNI TOWER.

5.3 Company Materials

All proprietary methodologies, frameworks, templates, internal tools, and materials developed independently by LUNI TOWER remain the exclusive property of LUNI TOWER. The Client is granted a non-exclusive, non-transferable license to use configuration outputs for the purposes described in the engagement scope.

5.4 Portfolio Use

LUNI TOWER reserves the right to reference the existence of a Client engagement in general marketing and portfolio materials. The Company will not reproduce specific Client content, proprietary business information, or identifiable brand materials without the Client's prior written consent.

6. Confidentiality

Both parties agree to maintain in strict confidence any proprietary or non-public information disclosed by the other party in connection with a service engagement. This obligation extends to business strategies, platform credentials, operational data, financial information, and any materials designated as confidential by the disclosing party.

Confidentiality obligations shall survive the termination of any service engagement for a period of three (3) years. This obligation does not apply to information that was already publicly known at the time of disclosure, becomes publicly known through no fault of the receiving party, or is required to be disclosed by law or court order.

7. Limitation of Liability

To the maximum extent permitted by applicable law, LUNI TOWER's total liability to the Client for any claims arising from or related to a service engagement shall not exceed the total fees paid by the Client for the specific engagement giving rise to the claim, in the twelve (12) months preceding the claim.

LUNI TOWER shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of revenue, loss of business opportunity, loss of data, or reputational harm, even if LUNI TOWER has been advised of the possibility of such damages.

The Company is not liable for outcomes that result from the Client's failure to provide accurate information, the actions of third-party platform providers, technical limitations inherent to the Client's existing digital infrastructure, or changes in platform functionality or policy made by third parties.

8. Warranties and Disclaimers

LUNI TOWER warrants that services will be performed with reasonable care and professional skill, consistent with industry standards for advisory and configuration services.

All services are provided "as is" and "as available." LUNI TOWER makes no warranty, express or implied, regarding the completeness, accuracy, or fitness for a particular purpose of any configuration output. The Company does not warrant that digital presence improvements will result in specific commercial outcomes, traffic increases, conversion rate improvements, or any other measurable business result.

9. Termination

9.1 Termination by Client

The Client may terminate an active engagement by providing written notice to LUNI TOWER. In the event of Client-initiated termination, the Client shall be responsible for payment of all fees for work completed and services rendered up to the date of termination notice, plus any non-recoverable costs incurred by LUNI TOWER in anticipation of continued work.

9.2 Termination by Company

LUNI TOWER reserves the right to terminate an engagement if the Client materially breaches these Terms and fails to remedy such breach within fifteen (15) days of written notice; if the Client fails to make payment when due; if the Client provides materially false information that was relied upon in entering the engagement; or if continuation of the engagement would require LUNI TOWER to violate applicable law.

9.3 Effect of Termination

Upon termination, LUNI TOWER will deliver to the Client all completed work product for which full payment has been received. Work product for which payment has not been received shall remain the property of LUNI TOWER. Both parties' confidentiality obligations survive termination.

10. Governing Law and Dispute Resolution

These Terms of Service and any disputes arising from service engagements shall be governed by and construed in accordance with the laws of the State of Montana, United States, without regard to its conflict of law provisions.

The parties agree to attempt to resolve any dispute first through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association, conducted in Missoula, Montana. Each party shall bear its own costs of arbitration unless the arbitrator determines otherwise.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction where necessary to prevent irreparable harm.

11. General Provisions

11.1 Entire Agreement

These Terms of Service, together with any written engagement confirmation or agreement specific to a project, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, and agreements, whether oral or written.

11.2 Severability

If any provision of these Terms is found to be unenforceable or invalid under applicable law, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, without affecting the validity or enforceability of the remaining provisions.

11.3 No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to subsequently enforce such provision or any other provision.

11.4 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to natural disasters, government actions, internet or infrastructure failures, or other force majeure events. The affected party shall notify the other party promptly and resume performance as soon as reasonably practicable.

11.5 Assignment

The Client may not assign or transfer any rights or obligations under these Terms without the prior written consent of LUNI TOWER. LUNI TOWER may assign its obligations to an authorized successor entity without Client consent, provided that the successor entity is bound by equivalent obligations.