Terms of Service

Effective date: October 26, 2026 · Last updated: October 26, 2026

1. Agreement to these Terms

These Terms of Service (“Terms”) are an agreement between you and Luminara LLC (“Luminara,” “we,” “us” or “our”). They govern your use of luminarallc.com (the “Site”), our free consultations and resources, and any services we provide (the “Services”).

By using the Site, requesting a consultation or using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Site or the Services.

You must be at least 18 years old to use the Site or the Services. If you act for a business, you confirm that you have authority to bind it to these Terms, and “you” includes that business.

2. Website information is not advice

The articles, checklists, guides, calculators, downloads and other content on the Site are general information for educational purposes only. They are not tax, accounting, legal, financial or investment advice for your situation. Tax laws and deadlines change often, and content may be out of date or may not apply to you.

Do not act or rely on Site content without getting advice for your own facts. Using the Site, contacting us or receiving a free resource does not create a client relationship or any professional, fiduciary or confidential relationship. A client relationship begins only when both you and Luminara sign an engagement letter.

3. Our services and engagement letters

We provide bookkeeping, catch-up and cleanup bookkeeping, payroll support, tax support, fractional CFO and related services. The specific services, deliverables, timing and fees for each client are set out in a written engagement letter or service agreement (an “Engagement Letter”).

These Terms apply to every engagement. If an Engagement Letter conflicts with these Terms, the Engagement Letter controls for that engagement. Work outside the scope of an Engagement Letter requires our written agreement and may be billed separately.

We may decline any engagement, and we may decline any task that we believe would be unlawful, unethical or outside our expertise.

4. Estimates and fees

• Estimates are not fixed quotes. Any estimate we give, on the Site, in a consultation or in writing, is based on the information available at that time. Final fees depend on the actual scope, volume and condition of your records, and on the time the work takes.
• If we find that the work is materially different from what we expected, for example more accounts, more transactions or more years behind, we will tell you and update the estimate before doing the additional work.
• Fees, retainers, billing schedules and payment methods are set out in your Engagement Letter. Unless it says otherwise, invoices are due on receipt.
• We may pause work, withhold deliverables and our work product, or end the engagement if an invoice is past due, to the extent the law allows. You are responsible for any deadlines, penalties or interest that result from a pause caused by nonpayment.
• Unpaid balances more than 30 days past due may accrue interest at 1% per month, or the highest rate the law allows if that is lower, unless your Engagement Letter states a different rate. You agree to pay reasonable costs of collection, including attorneys’ fees, to the extent the law allows.
• We may require a retainer, a deposit or an automatic payment method on file before we start or continue work.
• Work after an engagement ends, such as extra copies of records, answering questions about past work, or helping with a later tax notice or audit, is billed at our then-current rates unless we agree otherwise in writing.
• If we are required by subpoena or other legal process to provide records, information or testimony about work we did for you, in a matter where we are not a party, you agree to pay for our time and reasonable costs, including legal fees, to respond.
• Fees paid for work already performed are not refundable, except as your Engagement Letter or the law provides.

We will return original records you gave us, as the law requires.

5. Your responsibilities

Our work depends on the information you give us. You agree to:

• give us complete, accurate and timely information, documents and access, and tell us promptly about changes that affect your books, payroll or taxes;
• review and approve our work before it is filed, paid or relied on. You are responsible for the final content of any return, report or filing you sign or authorize;
• keep your original records, and keep your own backups of files and data you share with us;
• make all management decisions, maintain your own internal controls, and supervise your employees and other vendors;
• meet the deadlines in your Engagement Letter for getting us information, so we can meet filing and payment deadlines;
• keep logins and access credentials secure, and send sensitive documents only through the secure method we provide.

We rely on the information you give us without auditing or independently verifying it. We are not responsible for errors, penalties, interest, losses or missed deadlines caused by information that is inaccurate, incomplete or late, or by your failure to follow our advice or to review our work.

6. What we do not do

Unless an Engagement Letter expressly says otherwise:

• We do not perform audits, reviews, compilations or other attest services, and we do not issue opinions or any form of assurance on financial statements.
• We do not provide legal advice. We are not a law firm.
• We do not provide investment advice or act as a broker or registered investment adviser.
• We do not have custody of your funds, and we do not move money on your behalf without your written authorization.
• Our services are not designed to detect fraud, theft or illegal acts, although we will tell you if we become aware of them.

We do not guarantee outcomes. This includes the approval of a loan, line of credit or investment; the amount of any tax refund or savings; the acceptance of a filing by a tax authority; or the result of any audit, notice or examination.

7. Free consultations and resources

Free consultations, checklists, templates, guides and other free resources are general information under section 2. They are provided “as is,” at no charge and without any client relationship. We may change or discontinue them at any time. When you request a free resource, you agree that we may email you the resource and related helpful content. You can unsubscribe at any time.

8. Electronic communications and signatures

You agree that we may communicate with you electronically and that electronic notices, agreements and signatures have the same legal effect as paper ones. Email and text messages are not fully secure. You accept that risk when you choose to communicate by those methods. We are not responsible for messages that are lost, delayed or intercepted outside our systems.

9. Third-party software and services

We often work in software you or we choose, such as accounting, payroll, banking, payment and file-sharing platforms. Those providers’ terms govern their services. We are not responsible for their availability, security, errors, data loss, pricing changes or decisions, or for the acts of your other vendors and advisors. Links to other websites are for convenience only and are not endorsements.

10. Acceptable use of the website

You agree not to:

• use the Site for any unlawful, fraudulent or harmful purpose;
• send spam or false or misleading information through our forms;
• impersonate anyone;
• try to gain unauthorized access to the Site, our systems or other users’ data;
• introduce malware;
• interfere with the Site’s operation or security;
• scrape, copy or harvest content or data by automated means, including to train artificial intelligence models, without our written permission;
• frame or mirror the Site.

We may block access, remove content or take legal action for any violation.

11. Intellectual property

The Site and its content, including text, guides, checklists, templates, graphics, logos and the Luminara name, belong to Luminara or its licensors. Copyright, trademark and other laws protect them. You may view, download and print Site content and free resources for your own internal business use, as long as you keep any copyright notices. You may not sell, republish, redistribute or create derivative works from them without our written permission.

You can link to public pages of the Site in a way that is fair and does not suggest we endorse you.

Unless your Engagement Letter says otherwise, you own the deliverables we prepare for you once we are paid in full. We keep ownership of our own templates, methods, tools and know-how, and we keep our working papers as the law allows.

If you send us ideas or feedback, we may use them without any obligation to you.

12. Disclaimer of warranties

To the fullest extent permitted by law, the Site, its content and all free resources are provided “as is” and “as available,” without warranties of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, title, non-infringement and accuracy. We do not warrant that the Site will be uninterrupted, error-free, secure or free of viruses. Any warranties for paid Services are only those stated in your Engagement Letter.

13. Limitation of liability

To the fullest extent permitted by law, Luminara and its members, managers, employees, contractors and agents will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages. This includes lost profits, revenue, data, financing opportunities or goodwill, and penalties or interest caused by information you gave us or by deadlines you did not meet. It applies whether the claim is based on contract, tort (including negligence), statute or any other theory, even if we were told such damages were possible.

To the fullest extent permitted by law, our total liability for all claims relating to the Site, the Services or these Terms will not exceed the fees you paid to Luminara for the specific Services giving rise to the claim during the 12 months before the claim arose. If the claim relates only to the Site or a free resource, our total liability will not exceed one hundred U.S. dollars ($100).

These limits are an essential part of our agreement and are reflected in our fees. They do not apply where the law does not allow them, for example to liability for fraud, willful injury or violation of law under California Civil Code §1668. In those cases, our liability is limited to the fullest extent the law allows.

14. Indemnification

To the extent the law allows, you agree to defend, indemnify and hold harmless Luminara and its members, managers, employees, contractors and agents from any claims, losses, liabilities, penalties, damages and expenses (including reasonable attorneys’ fees) arising from:

• information or instructions you gave us that were inaccurate, incomplete or late;
• your misuse of the Site or Services;
• your violation of these Terms or of any law;
• claims by your owners, employees, contractors, lenders or other third parties relating to your business, except to the extent caused by our gross negligence or willful misconduct.

15. Time limit for claims

To the extent the law allows, any claim relating to the Site, the Services or these Terms must be brought within one (1) year after you knew or should have known of the facts giving rise to it. Otherwise it is permanently barred.

16. Ending the relationship

Either of us may end an engagement as your Engagement Letter provides. We may suspend or end your access to the Site or the Services at any time if you breach these Terms, if you fail to pay, if you do not cooperate, or if continuing would be unlawful or unethical. When an engagement ends, you must pay for all work performed and expenses incurred through the end date.

Sections 2, 4 through 6, and 11 through 19 survive the end of these Terms or of any engagement.

17. Dispute resolution and arbitration

Talk to us first. Before starting any formal proceeding, the party with the dispute must send the other a written notice describing it. The notice must include the claimant’s name and contact information, the facts of the dispute and the relief requested, and it must be signed by the claimant personally, even if a lawyer represents them. Both parties must then try in good faith to resolve it for 60 days, including an informal call if either party asks for one. Notices to us go to the address in section 20. Deadlines to bring a claim are paused during this 60-day period. Neither party may start arbitration until this process is complete.

Binding arbitration. If the dispute is not resolved, it will be decided by confidential, binding arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures, or its Comprehensive Arbitration Rules & Procedures if the claim exceeds $250,000. Consumer disputes also follow the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses (Minimum Standards of Procedural Fairness). The current rules are at jamsadr.com, and we will send you a copy on request. A single arbitrator will decide the dispute. The arbitrator may award the same individual relief a court could. Judgment on the award may be entered in any court with jurisdiction. The Federal Arbitration Act governs this section.

Keeping arbitration simple and affordable.

• Remote by default. Hearings take place by video conference, unless the arbitrator decides an in-person hearing is necessary. Any in-person hearing will be held in San Francisco, California, or, for a consumer, in the county where the consumer lives if the consumer prefers.
• Documents only for smaller claims. If the total amount in dispute is $25,000 or less, the arbitrator will decide the dispute on written submissions alone, unless either party asks for a hearing and the arbitrator finds one necessary.
• Limited discovery. Each party will exchange the documents it relies on. Further discovery, including no more than two depositions per side, is allowed only as the arbitrator finds necessary for a fair hearing, following the applicable JAMS rules.
• Fees. JAMS fees are paid as its rules provide. If you are a consumer, you will pay no more than the filing fee the JAMS consumer rules allow (currently $250), and we will pay the rest of the JAMS fees. Each party pays its own attorneys’ fees, unless a statute or section 4 (collection of unpaid fees) provides otherwise. The arbitrator will not award attorneys’ fees against a consumer unless the claim was frivolous or brought for an improper purpose.

Mass arbitration. If 25 or more similar demands for arbitration are filed against Luminara by claimants who are represented by the same or coordinating law firms, the demands will be administered under the JAMS Mass Arbitration Procedures and Guidelines and its mass arbitration fee schedule. The parties agree to this lower threshold, which the JAMS procedures allow. To the extent those procedures and the law allow, the demands will be resolved in stages: a small group of test cases is decided first, and the other demands are held until those are complete. Deadlines to bring the held claims are paused in the meantime. A court may enforce this paragraph.

Class action and jury trial waiver. You and Luminara each agree to bring claims only in an individual capacity, and not as a plaintiff or class member in any class, collective or representative proceeding. You and Luminara each waive the right to a jury trial.

Exceptions. Either party may:

• bring an individual claim in small claims court;
• seek a court injunction to protect intellectual property or confidential information, or to stop unauthorized access to systems;
• bring a claim to collect unpaid fees in a court of competent jurisdiction.

Opting out. You can opt out of this arbitration agreement by emailing inquiries@luminarallc.com, with the subject line “Arbitration Opt-Out,” within 30 days after you first agree to these Terms. Include your name and address.

If any part of this section is found unenforceable for a particular claim, that claim will go to court under section 18, and the rest of this section will still apply. If your Engagement Letter contains its own dispute resolution clause, that clause controls for disputes about that engagement.

18. Governing law and venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-law rules, and by applicable federal law. This applies wherever you are located. Subject to section 17, you agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California. Where the law allows, the prevailing party in any court proceeding is entitled to recover reasonable attorneys’ fees and costs. In arbitration, fees are handled as section 17 provides.

If you are a consumer and the law of your state gives you rights that cannot be waived, those rights still apply.

19. General terms

• Changes: We may update these Terms by posting a new version on this page with a new “Last updated” date. Changes apply from that date. They do not change an Engagement Letter that is already signed, unless you agree. If you keep using the Site or Services after a change, you accept the updated Terms.
• Entire agreement: These Terms, the Privacy Policy and any Engagement Letter are the entire agreement between us on their subject. They replace earlier understandings.
• Severability: If any provision is found unenforceable, it will be enforced to the maximum extent possible, and the rest of these Terms will remain in effect.
• No waiver: If we do not enforce a provision, that does not waive our right to enforce it later.
• Assignment: You may not transfer these Terms without our written consent. We may transfer them to an affiliate or a successor to our business.
• Events beyond our control: We are not responsible for delays or failures caused by events beyond our reasonable control. These include natural disasters, outages of internet, software or government systems (including IRS and state tax systems), changes in law, and labor or supply problems.
• Independent contractor: We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship.
• Non-solicitation: During an engagement and for 12 months after it ends, you agree not to directly hire or engage any Luminara employee or contractor who worked on your account, unless we agree in writing.
• Headings: Headings are for convenience only. “Including” means “including without limitation.”

20. Contact us