These Terms of Service (the "Terms") are a legally binding agreement between you, either in your individual capacity or on behalf of the business you represent ("Customer", "you", or "your") and Karim Lukita, a sole proprietor doing business as Lukita Dev, based in the State of Florida, United States ("Lukita Dev", "we", "us", or "our"), governing your access to and use of the Services (defined below).
BY CHECKING THE ACCEPTANCE BOXES, CLICKING "AGREE & PAY," COMPLETING CHECKOUT, OR OTHERWISE USING THE SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE CUSTOMER; AND (C) AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, INCLUDING THE DISCLAIMERS IN SECTION 9, THE LIMITATIONS OF LIABILITY IN SECTION 10, THE INDEMNIFICATION IN SECTION 11, THE MANDATORY BINDING ARBITRATION AND CLASS-ACTION WAIVER IN SECTION 16, AND THE COMPLIANCE OBLIGATIONS IN SECTIONS 5 AND 6. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
1. Description of the Services
Lukita Dev provides software-as-a-service offerings that include, without limitation: (a) an artificial-intelligence phone receptionist ("Nathan" or the "AI Agent") built on third-party telephony and large-language-model infrastructure; (b) custom landing pages, intake forms, and booking interfaces; (c) email- and SMS-based notifications; and (d) such other features or updates as Lukita Dev may offer from time to time (collectively, the "Services").
The Services rely on third-party platforms including, without limitation, Vapi, OpenAI, Anthropic, ElevenLabs, Twilio, Stripe, Supabase, Resend, and hosting providers (collectively, "Third-Party Services"). Lukita Dev is not responsible for the acts, omissions, outages, changes, or pricing of any Third-Party Service.
2. Eligibility
You represent and warrant that (a) you are at least eighteen (18) years of age; (b) you have full legal capacity and authority to enter into these Terms; (c) you are not barred from using the Services under the laws of the United States or any other applicable jurisdiction; and (d) all registration and billing information you provide is accurate, current, and complete.
3. Customer Obligations
You are solely responsible for:
(a) Your use of the Services and for ensuring that your use complies with all applicable federal, state, and local laws, rules, and regulations, including without limitation those relating to healthcare, dental practice, advertising, consumer protection, privacy, telecommunications, and data security;
(b) All content, scripts, prompts, speech, and data that you configure, upload, transmit, or that is generated on your behalf through the Services ("Customer Content");
(c) Obtaining any and all consents, disclosures, notices, licenses, permits, and regulatory approvals required for your use of the Services in connection with your business and your callers, patients, customers, or end users ("Your End Users");
(d) The accuracy of any scheduling, pricing, clinical, insurance, or other information that you or Your End Users communicate to or through the AI Agent or the Services;
(e) Maintaining the confidentiality of any credentials, access tokens, or API keys issued to you, and for all activity that occurs under your account; and
(f) Promptly notifying Lukita Dev of any unauthorized use of, or any security incident affecting, your account.
4. Artificial Intelligence — Acknowledgments, Limitations & Disclaimer
4.1 Nature of AI Output. The AI Agent and any other artificial-intelligence components of the Services generate responses probabilistically. Output may be inaccurate, incomplete, outdated, offensive, biased, inappropriate, or entirely fabricated (a phenomenon commonly referred to as "hallucination"). Output is not reviewed by a human before delivery to Your End Users.
4.2 Not Professional Advice. No output generated by the AI Agent or the Services constitutes medical, dental, legal, financial, insurance, or any other form of professional advice. You shall not represent, and you shall not allow Your End Users to reasonably infer, that output from the AI Agent constitutes the professional advice of any licensed practitioner.
4.3 No Guarantee of Outcome. Lukita Dev does not guarantee that the AI Agent will (a) answer every call; (b) correctly understand any particular caller; (c) book appointments at the correct date or time; (d) correctly identify emergencies; (e) correctly quote prices, procedures, insurance coverage, or hours of operation; or (f) produce any particular business outcome.
4.4 Customer Supervision. You are responsible for monitoring the AI Agent's performance, reviewing call transcripts and recordings, correcting errors, and implementing such human fallbacks and escalation procedures as are appropriate for your practice. You shall not rely on the AI Agent for any decision or function where an incorrect result could cause harm to Your End Users.
4.5 YOU ACKNOWLEDGE AND AGREE THAT AI OUTPUT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND THAT LUKITA DEV HAS NO OBLIGATION OR LIABILITY WHATSOEVER FOR ANY ERRORS, OMISSIONS, OR INACCURACIES IN AI OUTPUT OR FOR ANY ACTION OR INACTION TAKEN BY YOU OR YOUR END USERS IN RELIANCE ON AI OUTPUT. NO STATEMENT, OUTPUT, OR COMMUNICATION GENERATED BY THE AI AGENT SHALL CONSTITUTE A REPRESENTATION, WARRANTY, GUARANTEE, OR COMMITMENT BY LUKITA DEV OR, UNLESS CUSTOMER SEPARATELY RATIFIES IT IN WRITING, BY CUSTOMER.
4.6 Bot-Disclosure Compliance. You acknowledge that certain jurisdictions — including California (Cal. Bus. & Prof. Code §§ 17940–17943, "SB-1001"), Colorado (the Colorado Artificial Intelligence Act, SB 24-205), Utah (the Artificial Intelligence Policy Act, Utah Code § 13-72-101 et seq.), and comparable law — require clear disclosure that a caller or user is interacting with an automated system rather than a natural person. The AI Agent is configured by default to identify itself as an automated or virtual assistant at the outset of each interaction. You shall not disable, suppress, obscure, shorten, or contradict the default identification, and you shall not instruct the AI Agent to represent that it is human. You are solely responsible for any additional disclosure (including any written follow-up disclosure required for regulated occupations) required in your jurisdiction. Any failure to maintain required AI-identification disclosure is a material breach of these Terms and is subject to the indemnity in Section 11.
5. Call Recording, Telephony, TCPA and Consumer-Protection Compliance
5.1 Customer Is the Operator. With respect to any telephone number, calling, texting, recording, or messaging functionality made available through the Services, you are the "caller," the "seller," the "operator," and the "covered entity" (as those or similar terms are used under applicable law) in your relationship with Your End Users. Lukita Dev is a technology provider only.
5.2 TCPA, FCC 23-107, Do-Not-Call, and Robocall Laws. You are solely responsible for complying with the Telephone Consumer Protection Act, 47 U.S.C. § 227 and its implementing rules ("TCPA"); FCC Declaratory Ruling CG Docket No. 23-107 (treating AI-generated voices as "artificial or prerecorded voices" under 47 U.S.C. § 227(b)(1)(A)); the FCC's do-not-call, caller-ID authentication (STIR/SHAKEN), and autodialer rules; the Telemarketing Sales Rule, 16 C.F.R. Part 310; Section 5 of the FTC Act; state do-not-call, mini-TCPA (including the Florida Telephone Solicitation Act, Fla. Stat. § 501.059, as amended), and robocall statutes; and any analogous law in any jurisdiction (collectively, "Telecom Laws"). You acknowledge that the AI Agent's voice output is an "artificial or prerecorded voice" and that, for any outbound call or text initiated through the Services to a residential or wireless line, you must obtain and maintain prior express written consent meeting the requirements of 47 C.F.R. § 64.1200(f)(9) before initiation. You represent that you, and not Lukita Dev, are the "person initiating" or "person on whose behalf" such call or text is made.
5.2(a) No Reliance on Lukita Dev Configuration. Lukita Dev does not review, approve, or verify any calling list, consent record, time-of-day restriction, opt-out scrub, DNC check, or compliance determination you configure. Any default configuration or suggested template provided by Lukita Dev is illustrative only and does not constitute legal advice or a representation of compliance.
5.3 Recording Disclosure; Default Configuration; Customer Covenant.
(a) Recording Occurs. You acknowledge that every call handled by the AI Agent is recorded, transcribed, and stored as an inherent function of the Services.
(b) Default Disclosure. The AI Agent is configured by default to deliver an audible recording-and-AI disclosure at the outset of each call (e.g., "This call may be recorded and is being handled by an automated virtual assistant."). You shall not disable, suppress, shorten, obscure, delay past the first five (5) seconds of connected audio, or otherwise modify the default disclosure without first obtaining Lukita Dev's prior written consent and independently verifying that your replacement disclosure satisfies every jurisdiction in which Your End Users may be located.
(c) All-Party-Consent Jurisdictions. You acknowledge that California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan, Montana, Nevada, New Hampshire, Oregon, Pennsylvania, Vermont, and Washington (among others) require all-party consent for recording. You represent that your use of the Services will comply with the strictest applicable standard and that you will treat the default disclosure in Section 5.3(b) as a minimum, not a safe harbor.
(d) Tampering Indemnity; Cap Carve-Out. Any modification, suppression, or disablement of the default disclosure is a material breach and shall trigger your indemnity obligations under Sections 5.4 and 11 for any resulting wiretap, eavesdropping, CIPA, two-party-consent, or related claim, and such liability shall not be subject to the cap in Section 10.1.
5.4 Your Indemnity for Telecom Laws. You shall indemnify, defend, and hold harmless Lukita Dev and its affiliates, officers, employees, agents, and contractors (each an "Indemnitee") from any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to your non-compliance (or alleged non-compliance) with any Telecom Law, including any claim that you or Lukita Dev initiated or caused the initiation of any call or message in violation of the TCPA, FCC 23-107, FTSA, or any state or federal analog.
5.5 AI-Identification Disclosure. In addition to Section 4.6, you shall not instruct the AI Agent to deny that it is an automated system, and you shall not configure any script, prompt, or persona that defeats the default AI-identification language. You are solely responsible for any additional disclosure — including any written follow-up disclosure required for regulated occupations under the Utah Artificial Intelligence Policy Act or analogous law — required in your jurisdiction.
5.6 Outbound Calling Restrictions. The Services are licensed for inbound use only. You shall not configure, cause, or permit the AI Agent or any component of the Services to (a) initiate outbound voice calls or SMS messages to any telephone number; (b) operate as an automatic telephone dialing system, predictive dialer, or ringless-voicemail device; or (c) deliver any artificial, prerecorded, or AI-generated-voice message to any residential or wireless line, in each case except pursuant to a written outbound-calling addendum signed by Lukita Dev and supported by prior-express-written-consent records that you shall maintain for no less than five (5) years. Any outbound use without an executed addendum is a material breach, and your liability for any resulting claim is not subject to the cap in Section 10.1.
5.7 Email and SMS Compliance. For any email or SMS notification configured, triggered, or authorized by you through the Services:
(a) You shall ensure a functioning unsubscribe mechanism is present in every commercial message, is honored within ten (10) business days, and is not re-subscribed without fresh opt-in (CAN-SPAM Act, 15 U.S.C. § 7704; CTIA Messaging Principles and Best Practices);
(b) You shall include a valid physical postal address in every commercial email (15 U.S.C. § 7704(a)(5));
(c) You represent that you have obtained prior express written consent before any marketing SMS is sent and that you comply with the CTIA Short Code Monitoring Handbook and the 10DLC campaign-registration requirements of The Campaign Registry; and
(d) You shall not use the Services to transmit SHAFT content (sex, hate, alcohol, firearms, tobacco) via SMS. For Canadian recipients, you shall comply with Canada's Anti-Spam Legislation (S.C. 2010, c. 23).
5.8 Biometric / Voice-Print Disclaimer. The Services do not perform voice-print identification or voiceprint-based authentication. You shall not configure or attempt to configure the Services to collect, store, or compare biometric identifiers or biometric information as defined under the Illinois Biometric Information Privacy Act (740 ILCS 14/), the Texas Capture or Use of Biometric Identifier Act (Tex. Bus. & Com. Code § 503.001), the Washington My Health My Data Act, or any analogous law.
6. HIPAA — No Business Associate Relationship
The Services are not designed, marketed, or offered as a HIPAA-covered service. Lukita Dev is not a Business Associate of you or any covered entity under 45 C.F.R. Parts 160 and 164, and will not execute a Business Associate Agreement. You shall not, and you shall instruct Your End Users not to, submit, transmit, or expose any Protected Health Information (PHI, as defined at 45 C.F.R. § 160.103) through or to the Services. You are solely responsible for implementing any minimum-necessary, access-control, de-identification, or other safeguards required to prevent PHI from reaching the Services. If Lukita Dev becomes aware of PHI in the Services, Lukita Dev may, without notice, delete, quarantine, or refuse to process such data, and may suspend your account pending remediation. Any breach of this Section 6 is a material breach of these Terms.
7. Fees, Billing, and Refunds
7.1 Fees. You shall pay the fees applicable to the service tier you select at checkout (the "Fees"). Fees include a one-time setup fee and a recurring monthly subscription fee. All Fees are stated in U.S. dollars and are exclusive of taxes.
7.2 Payment Processor. All payments are processed by Stripe, Inc. ("Stripe"). Your use of the payment flow is also governed by Stripe's terms. Lukita Dev does not store full card numbers.
7.3 Authorization for Recurring Charges. You authorize Lukita Dev and Stripe to charge your payment method (a) the setup fee at the time of checkout, and (b) the monthly subscription fee on each monthly renewal date, in each case until cancellation as provided in Section 8.
7.4 Setup Fee. The setup fee compensates Lukita Dev for provisioning work performed before ongoing Services begin, including phone-number procurement, AI Agent configuration, landing-page build, and integrations. The setup fee is earned upon commencement of provisioning and is non-refundable except (a) where a refund is required by applicable law, (b) where Lukita Dev fails to deliver the agreed provisioning deliverables within thirty (30) days of payment, or (c) at Lukita Dev's sole discretion.
7.5 Monthly Fees; No Proration. Monthly subscription fees are billed in advance for the month of service and are non-refundable except where a refund is required by applicable law. Cancellations take effect at the end of the then-current billing cycle, and you will not be charged for the following cycle. There will be no proration or partial refund for any portion of a billing cycle that has been paid but during which you did not use the Services.
7.6 Taxes. You are responsible for all taxes (including sales, use, VAT, and withholding taxes) associated with your purchase of the Services, other than taxes imposed on Lukita Dev's net income.
7.7 Failed Payments. If a scheduled charge fails, Lukita Dev may (a) suspend the Services until payment is current and (b) apply a reasonable late fee of up to the lesser of 1.5% per month or the maximum rate permitted by law.
7.8 Chargebacks. You agree not to initiate a chargeback, dispute, or reversal with your card issuer for any Fee you have authorized. A chargeback initiated in breach of this Section 7.8 is a material breach and entitles Lukita Dev to (a) immediately suspend or terminate the Services, (b) recover all reasonable collection costs and attorneys' fees, and (c) refer the matter to collections. Nothing in this Section limits any right you have under law that cannot be waived by contract.
8. Cancellation and Termination
8.1 Customer Cancellation. You may cancel your subscription at any time by written notice to lukita-communications@cleopatradelights.com. Cancellation will take effect at the end of the then-current monthly billing cycle.
8.2 Termination by Lukita Dev. Lukita Dev may suspend or terminate the Services, in whole or in part, immediately and without refund, if (a) you breach these Terms; (b) you use the Services for any illegal, fraudulent, abusive, defamatory, or harmful purpose; (c) continued provision of the Services would, in Lukita Dev's reasonable judgment, expose Lukita Dev to legal, regulatory, reputational, or financial risk; (d) any Third-Party Service essential to the operation of the Services becomes unavailable to Lukita Dev; or (e) for any other reason, on thirty (30) days' prior written notice.
8.3 Effect of Termination. Upon termination: (a) your right to access and use the Services ends; (b) Lukita Dev may delete, deactivate, or release any phone number, landing page, AI Agent configuration, or data associated with your account; (c) all unpaid Fees become immediately due; and (d) Sections 1, 2, 4, 5, 6, 7.4, 7.5, 7.8, 9, 10, 11, 12, 13, 15, 16, 17, 18, and 19 shall survive.
9. Disclaimer of Warranties
9.1 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LUKITA DEV AND ITS SUPPLIERS AND LICENSORS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL COMPONENT.
9.2 NO REPRESENTATION IS MADE THAT (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) AI OUTPUT WILL BE ACCURATE OR RELIABLE; (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR ACHIEVE ANY PARTICULAR BUSINESS OR CLINICAL RESULT; OR (D) DEFECTS WILL BE CORRECTED.
9.3 Some jurisdictions do not allow the exclusion of certain warranties. To the extent such exclusions are not permitted, the foregoing disclaimers apply to the maximum extent permitted by law.
10. Limitation of Liability
10.1 CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL, CUMULATIVE LIABILITY OF LUKITA DEV AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, AND LICENSORS, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY YOU TO LUKITA DEV DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) TEN THOUSAND U.S. DOLLARS (USD $10,000). THE FOREGOING CAP SHALL NOT APPLY TO: (I) CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 7; (II) CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 5.3(D), 5.4, AND 11; (III) LUKITA DEV'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY; OR (IV) ANY LIABILITY THAT CANNOT LAWFULLY BE LIMITED UNDER APPLICABLE LAW.
10.2 EXCLUDED DAMAGES. IN NO EVENT SHALL LUKITA DEV BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES; ANY LOSS OF PROFITS, REVENUE, SAVINGS, BUSINESS, GOODWILL, REPUTATION, DATA, OR PATIENTS; ANY DAMAGES ARISING FROM CALLS NOT ANSWERED, APPOINTMENTS NOT BOOKED, MISSED EMERGENCIES, INCORRECT INFORMATION PROVIDED BY THE AI AGENT, DATA LOSS, OR SERVICE DOWNTIME; OR ANY COST OF COVER OR PROCUREMENT OF SUBSTITUTE SERVICES, IN EACH CASE REGARDLESS OF WHETHER LUKITA DEV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10.3 Allocation. Customer expressly acknowledges that (a) Customer has had the opportunity to review these Terms with counsel of Customer's choosing; (b) the Fees are substantially lower than they would be without these limitations; (c) Customer is independently responsible for obtaining errors-and-omissions, cyber-liability, and professional-liability insurance covering Customer's use of AI tools in its practice; and (d) the risk allocation in Sections 9 and 10 is a material, bargained-for basis of this agreement. Some jurisdictions do not allow the exclusion of incidental or consequential damages or the limitation of liability. To the extent such limitations are not permitted, the foregoing limitations apply to the maximum extent permitted by law.
11. Indemnification by Customer
You shall indemnify, defend, and hold harmless each Indemnitee from and against any and all third-party claims, suits, proceedings, investigations, damages, losses, liabilities, settlements, judgments, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) your or Your End Users' use of the Services; (b) any Customer Content; (c) your breach of these Terms; (d) your violation of any Telecom Law or any other law, rule, regulation, or right of any person; (e) any injury, damage, loss, or harm (including bodily injury, death, or property damage) suffered by Your End Users or any other third party alleged to have been caused, in whole or in part, by the AI Agent or any other element of the Services, except to the extent such claim arises from Lukita Dev's own gross negligence, willful misconduct, or violation of law; or (f) your submission or exposure of any PHI to the Services in violation of Section 6.
Lukita Dev shall (i) promptly notify you of any claim for which it seeks indemnification (provided that failure to notify shall not relieve you of your obligations except to the extent of material prejudice); (ii) allow you to control the defense and settlement, provided that any settlement that imposes any non-monetary obligation on any Indemnitee requires Lukita Dev's prior written consent; and (iii) cooperate in the defense at your expense.
12. Intellectual Property
12.1 Lukita Dev IP. Lukita Dev and its licensors retain all right, title, and interest in and to the Services, all underlying software, models, prompts, templates, and know-how, and all intellectual property rights therein. Subject to these Terms and your payment of Fees, Lukita Dev grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license during the term to access and use the Services for your internal business purposes at the practice(s) you identify during onboarding.
12.2 Customer Content. As between the parties, you retain ownership of Customer Content. You grant Lukita Dev a non-exclusive, worldwide, royalty-free license to host, process, transmit, modify, display, and use Customer Content to the extent necessary to provide, secure, operate, improve, and support the Services and to comply with applicable law.
12.3 Feedback. If you provide Lukita Dev with any ideas, suggestions, or feedback regarding the Services ("Feedback"), you grant Lukita Dev a non-exclusive, worldwide, royalty-free license to use and exploit such Feedback for any purpose without obligation to you.
12.4 No Ownership of Phone Numbers. Any telephone number provisioned for you through the Services is licensed to you during the term only. Lukita Dev and its telephony providers retain the ability to retrieve, release, or reassign such numbers upon termination.
13. Data, Privacy, and Security
13.1 Data Collection. The Services collect, store, and process call audio, transcripts, text messages, email, page-view analytics, payment metadata, and similar operational data ("Service Data"). Service Data is used to provide, secure, and improve the Services.
13.2 Customer as Controller. To the extent the Services process personal information of Your End Users, you are the "controller" or "business" and Lukita Dev is a "processor" or "service provider" as those terms are used under applicable privacy law (including the California Consumer Privacy Act and, where applicable, the EU General Data Protection Regulation). You are responsible for providing all notices and obtaining all consents required for such processing. Upon your written request, the parties will execute Lukita Dev's standard Data Processing Addendum incorporating Standard Contractual Clauses where required.
13.3 Security. Lukita Dev implements commercially reasonable administrative, technical, and physical safeguards designed to protect Service Data. However, no method of electronic transmission or storage is 100% secure, and Lukita Dev does not warrant that unauthorized access, use, or disclosure will not occur.
13.4 Breach Notice. In the event of a confirmed data breach affecting your account, Lukita Dev will notify you by email as soon as reasonably practicable and in no event later than the period required by applicable law.
14. Anti-Spam, Anti-Fraud, and Acceptable Use
You shall not, and shall not permit anyone to: (a) use the Services to send unsolicited commercial messages or any message in violation of CAN-SPAM, Telecom Laws, or comparable law; (b) use the Services in a manner that could damage, disable, overburden, or impair any server, network, or infrastructure; (c) reverse engineer, decompile, or attempt to extract the source code of the Services; (d) resell, sublicense, or provide access to the Services to any third party other than Your End Users in the ordinary course of your practice; (e) use the Services to generate or distribute content that is unlawful, infringing, defamatory, harassing, threatening, hateful, or sexually explicit; or (f) use the Services to impersonate any person or entity or to misrepresent any affiliation.
15. Modifications to the Services and to These Terms
Lukita Dev may modify the Services, the Fees, or these Terms. For any material change — including any change to Section 9 (Warranties), Section 10 (Liability), Section 11 (Indemnification), Section 16 (Arbitration and Class Waiver), or any increase in Fees — Lukita Dev will provide at least thirty (30) days' advance notice by email and in-product notification, and will require your affirmative click-through acceptance at your next login. If you do not affirmatively accept a material change, your subscription will terminate at the end of the then-current billing cycle with no further charges. For non-material changes (including bug fixes, feature additions at no cost, and clarifying edits), continued use after the effective date constitutes acceptance.
16. Dispute Resolution; Mandatory Binding Arbitration; Class-Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
16.1 Informal Resolution. Before initiating any formal proceeding, the parties shall attempt in good faith to resolve any dispute by written notice describing the dispute and proposed resolution. The receiving party shall have thirty (30) days to respond. If the dispute is not resolved within sixty (60) days of the initial notice, either party may proceed as set forth below.
16.2 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Services that is not resolved pursuant to Section 16.1 shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in English, in Duval County, Florida, or (at your election) by telephone or video conference. For any claim seeking less than ten thousand dollars (USD $10,000), Lukita Dev shall pay the AAA filing fee. Judgment upon the award may be entered in any court of competent jurisdiction.
16.3 Class-Action Waiver.
(a) YOU AND LUKITA DEV EACH AGREE THAT ANY DISPUTE SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR SHALL HAVE NO AUTHORITY TO CONSOLIDATE OR AGGREGATE CLAIMS OR TO PRESIDE OVER ANY FORM OF A CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.
(b) Carve-outs. This Section 16.3 does not (i) apply to any claim that cannot be waived or compelled to arbitration as a matter of law, including claims under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (9 U.S.C. §§ 401–402); (ii) prevent a California resident from pursuing a non-individual Private Attorneys General Act (Cal. Lab. Code § 2698 et seq.) claim in court after arbitration of the individual component; or (iii) preclude any party from filing a charge or complaint with a government agency.
16.4 Small-Claims and Equitable Exceptions. Notwithstanding the foregoing, (a) either party may bring an individual action in small-claims court, and (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction for the protection of intellectual-property rights.
16.5 Opt-Out. You may opt out of this Section 16 by sending written notice to lukita-communications@cleopatradelights.com within thirty (30) days of your first acceptance of these Terms, stating that you opt out of arbitration and referencing the version of these Terms that you accepted and the original acceptance timestamp. Lukita Dev will acknowledge receipt of a valid opt-out notice in writing within fourteen (14) days.
17. Governing Law and Venue
These Terms and any dispute or claim arising out of or in connection with them are governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws rules. Subject to Section 16, the state and federal courts located in Duval County, Florida shall have exclusive jurisdiction, and each party submits to the personal jurisdiction of such courts.
18. Miscellaneous
18.1 Entire Agreement. These Terms, together with any order form, tier selection, or referenced policy (including any Privacy Policy as in effect at the time of your acceptance), constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, written or oral, regarding the Services.
18.2 Severability. If any provision of these Terms is held unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. If Section 16.3 (Class-Action Waiver) is held unenforceable as to any claim, that claim shall be severed and brought in court, but the remainder of Section 16 shall remain enforceable.
18.3 No Waiver. No failure or delay by Lukita Dev in exercising any right under these Terms shall constitute a waiver.
18.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without Lukita Dev's prior written consent. Lukita Dev may assign these Terms freely, including in connection with a merger, acquisition, or sale of assets. Any purported assignment in violation of this Section is void.
18.5 Force Majeure. Neither party is liable for any failure or delay in performance (other than payment of Fees) caused by events beyond its reasonable control, including acts of God, acts of war, terrorism, civil unrest, epidemic, pandemic, governmental action, natural disaster, labor disruption, power or internet outage, or failure of any Third-Party Service.
18.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.
18.7 Electronic Notices. You consent to receive notices from Lukita Dev electronically, including by email to the address you provide at checkout or in-product notifications.
18.8 Language. These Terms are in the English language. Any translation is provided for convenience only; the English version controls.
18.9 Export Controls. You shall comply with all applicable U.S. export-control and economic-sanctions laws (including those administered by the U.S. Office of Foreign Assets Control and the U.S. Department of Commerce Bureau of Industry and Security) and shall not use the Services in any embargoed jurisdiction.
19. Contact
Questions about these Terms may be directed to:
Karim Lukita, d/b/a Lukita Dev
Email: lukita-communications@cleopatradelights.com
State of Florida, United States
BY CHECKING THE ACCEPTANCE BOXES BELOW AND CLICKING "AGREE & PAY," YOU CONFIRM THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS IN THEIR ENTIRETY, INCLUDING THE DISCLAIMERS IN SECTION 9, THE LIMITATIONS OF LIABILITY IN SECTION 10, THE INDEMNIFICATION IN SECTION 11, THE MANDATORY BINDING ARBITRATION AND CLASS-ACTION WAIVER IN SECTION 16, AND THE COMPLIANCE OBLIGATIONS IN SECTIONS 4, 5, 6, AND 14.