Terms of Service

1. How These Terms Fit With Our Other Agreements

1.1 If your organization has executed our Master Services Agreement, that agreement and the documents incorporated into it govern the services we provide to you, and it controls over these Terms wherever the two differ. These Terms fill the gaps for website visitors and for access that occurs before an agreement is signed.

1.2 The documents that may apply to you, and the order in which they control if they conflict, are: (a) a Business Associate Agreement, with respect to protected health information; (b) the Data Processing Agreement; (c) the Master Services Agreement; (d) the Order or plan selection confirmed at signup; (e) the Acceptable Use and Data Submission Policy and the AI Disclosure and Consent; and (f) these Terms.

1.3 Your use of the Site is also governed by our Privacy Policy, which is incorporated into these Terms by reference and available at lilxhub.com/privacy.

The Master Services Agreement is provided and executed in-platform at signup.

2. Definitions

2.1 "Resource Hub" means the free guidance, directories, interactive tools, calculators, checklists, and downloadable documents published at lilxhub.com/resources.

2.2 "Downloads" means documents, templates, worksheets, and files we make available for download through the Site.

2.3 "Platform" means our client and operations software, accessible at lilxhub.app and lilxops.app.

2.4 "Submissions" means any content, information, feedback, question, form entry, or other material you send to us through the Site.

2.5 "Third-Party Resources" means websites, tools, databases, publications, and services operated by parties other than us, including those we link to from the Resource Hub.

3. Age and Eligibility

3.1 You must be at least 16 years old to use the Site. You must be at least 18 years old, and have authority to bind your organization, to create a Platform account or accept any agreement with us.

3.2 If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.

3.3 The Site is intended for use in the United States. We make no representation that the Site or the Resource Hub is appropriate or available for use in other jurisdictions.

4. License to Use the Site

4.1 Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for your own informational and business purposes.

4.2 We retain all right, title, and interest in the Site, the Platform, our software, methods, prompts, scoring systems including the Readiness Score, templates, and all associated intellectual property. Except for the limited rights expressly granted here, you obtain no rights in our intellectual property by implication, estoppel, or otherwise.

4.3 You may not use our name, logo, or marks without our prior written permission.

5. The Resource Hub: Free Tools, Downloads, and Third-Party Resources

5.1 License to Downloads. We grant you a perpetual, worldwide, royalty-free license to use, adapt, and share our Downloads for your organization's own purposes and for the benefit of the nonprofit community. You may modify a Download to fit your organization. You may not resell a Download, offer it as part of a paid product or service of your own, or remove attribution identifying it as ours. If you share a Download, share it intact.

5.2 No professional advice. The Resource Hub, including every guide, calculator, checklist, template, and Download, is general information. It is not legal, accounting, tax, audit, grant-writing, or compliance advice, and using it does not create a professional relationship between us. Your funder's terms, your auditor, your accountant, and your attorney govern your situation. We are not your attorney, auditor, accountant, or fiduciary, and we do not certify your compliance with any law, regulation, or funder requirement.

5.3 Federal and regulatory information. Where the Resource Hub describes federal regulations, grant rules, thresholds, or dollar figures, we state the source and the date we last verified it. Regulations change, and effective dates vary by award and by fiscal year. You must verify current requirements against the primary source, including the Electronic Code of Federal Regulations, and against your own award terms, before relying on anything we publish.

5.4 Interactive tools. Our calculators, checklists, and self-assessments produce estimates and organizational aids based on the information you enter. They run entirely in your browser. Their output is not a determination, a certification, a score issued by any authority, or advice. A self-assessment result is self-reported by you and is not a measured or verified score.

5.5 Third-Party Resources. We link to Third-Party Resources because we believe they are useful. We do not control them, we do not endorse them beyond the description we publish, and we are not responsible for their content, accuracy, availability, pricing, terms, or privacy practices. Your use of a Third-Party Resource is governed by that party's terms, not ours. We verify links periodically and publish the date of last verification, but a resource may change or become unavailable between verifications.

5.6 No fee, no obligation. The Resource Hub is free. We do not require an account, an email address, or a purchase to access it, and using it creates no obligation to purchase anything from us.

6. Submissions

6.1 By sending us a Submission you grant us a non-exclusive, worldwide, royalty-free license to use, store, reproduce, and act on it for the purpose of responding to you, operating and improving the Site and our services, and meeting our legal obligations.

6.2 If your Submission includes feedback, suggestions, or ideas about our products or services, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and implement it without restriction and without obligation to you.

6.3 You represent that your Submission is yours to send, that it does not infringe or misappropriate any third party's rights, and that it is not unlawful, defamatory, or malicious.

6.4 Do not send us personal information about the people your organization serves. Our Site forms and free tools are not designed to receive participant identifying information, and you should not submit names, contact details, government identifiers, dates of birth, health information, or information about victims of domestic violence, dating violence, sexual assault, or stalking through them. If you become our client, our Acceptable Use and Data Submission Policy governs how participant data enters the Platform.

7. Acceptable Use

7.1 You will not use the Site to violate any law or any third party's rights; to attempt to access another organization's data; to circumvent any access control, screening, or security measure; to probe, scan, or disrupt the Site; to introduce malicious code; to scrape or harvest content by automated means other than ordinary search engine indexing; to impersonate any person or misrepresent your affiliation; or to resell access to the Site.

7.2 If your organization becomes our client, our separate Acceptable Use and Data Submission Policy governs your use of the Platform and controls over this section with respect to Platform use.

7.3 We may investigate suspected violations and may suspend or block access to address a security risk or a violation, with notice as soon as practicable.

8. Trials, Demonstrations, and Pre-Contract Access

8.1 We may provide trial or demonstration access to the Platform. Such access may be limited, changed, suspended, or ended at any time, and is provided without warranty.

8.2 Trial access is subject to the same data rules as paid use. Do not submit real participant identifying information into a trial or demonstration environment.

8.3 Where a trial converts to a paid subscription, the terms of that conversion, including its length, the timing of the first charge, and how to cancel before conversion, are stated in the Master Services Agreement and in the Platform. No fee is charged before conversion, and you may cancel at any time before conversion at no charge.

9. Privacy

Our Privacy Policy explains what information we collect through the Site, how we use it, who receives it, how long we keep it, and the rights you have. Where we process information on behalf of a client organization rather than for our own purposes, our Data Processing Agreement with that organization governs, and that organization is the controller of the information.

10. Disclaimers

10.1 THE SITE, THE RESOURCE HUB, THE DOWNLOADS, THE INTERACTIVE TOOLS, AND ANY TRIAL OR DEMONSTRATION ACCESS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10.2 We do not warrant that the Site will be uninterrupted, timely, secure, or error free, that defects will be corrected, or that the Site or the servers that make it available are free of harmful components.

10.3 We do not warrant the accuracy, completeness, or currency of information published on the Site, including regulatory information and information about Third-Party Resources, beyond stating our sources and our last verification date.

10.4 We do not and cannot guarantee that any grant, contract, or funding will be awarded, renewed, or maintained. Funding decisions belong to funders.

10.5 Clients who have executed our Master Services Agreement receive the warranties stated in that agreement. Those warranties are not limited by this section.

11. Limitation of Liability

11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST FUNDING OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SITE, WHETHER BASED IN CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE, OR ANY OTHER THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY.

11.2 OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SITE, THE RESOURCE HUB, THE DOWNLOADS, THE INTERACTIVE TOOLS, AND ANY TRIAL OR DEMONSTRATION ACCESS WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100).

11.3 The remedies of clients who have executed our Master Services Agreement are governed by the limitation of liability in that agreement, not by this section.

11.4 Some jurisdictions do not allow certain limitations. Where that is the case, the limitations above apply only to the extent permitted.

12. Indemnification

You will indemnify, defend, and hold harmless Luminary Impact and its members, officers, employees, and contractors from and against any third-party claim, loss, damage, cost, or liability, including reasonable attorneys' fees, arising out of or relating to your use of the Site in violation of these Terms, your Submissions, or your violation of law or of a third party's rights.

13. Suspension and Termination

13.1 We may suspend or terminate your access to the Site or to any trial or demonstration at any time, with or without cause, and with notice where practicable.

13.2 Termination of Site access does not affect the rights and obligations of a client under an executed Master Services Agreement, which are governed by that agreement.

13.3 Sections 4.2, 5, 6, 10, 11, 12, 14, and 15, and any provision that by its nature should survive, survive termination.

14. Governing Law and Venue

14.1 These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles.

14.2 You and we consent to the exclusive jurisdiction and venue of the Court of Common Pleas of Monroe County, Pennsylvania, or the United States District Court for the Middle District of Pennsylvania, for any dispute arising out of or relating to these Terms or the Site, and waive any objection to that venue.

14.3 The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Changes to These Terms

15.1 We may revise these Terms. When we do, we will post the revised version with a new last-updated date at the top.

15.2 Revisions take effect when posted. Continued use of the Site after the effective date is acceptance. If you do not agree to a revision, stop using the Site.

15.3 We will notify account holders of material changes by email or in the Platform. Changes that materially reduce a client's protections under an executed agreement require that client's consent, as provided in that agreement.

16. General

16.1 Entire agreement. These Terms, together with the Privacy Policy and any other document expressly incorporated, are the entire agreement between you and us regarding the Site, and supersede prior discussions on that subject.

16.2 Assignment. You may not assign these Terms without our written consent. We may assign them to a successor in a merger, reorganization, or sale of substantially all assets.

16.3 Severability. If a provision is held unenforceable, it will be reformed to the minimum extent necessary and the remainder will remain in effect.

16.4 No waiver. A failure to enforce a provision is not a waiver of it or of any other provision. A waiver must be in writing.

16.5 Force majeure. We are not liable for any delay or failure caused by events beyond our reasonable control.

16.6 Independent parties. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

16.7 Notices. Legal notices to us must be in writing to the address below and by email to support@lilxhub.com. We may give notice to you by email, by posting on the Site, or in the Platform.

16.8 Electronic communications. You consent to receive communications from us electronically, and you agree that electronic notices, agreements, and disclosures satisfy any requirement that they be in writing.

17. Contact

Legacy X LLC, a Pennsylvania limited liability company, doing business as Luminary Impact

East Stroudsburg, Pennsylvania

Email: support@lilxhub.com

Security and vulnerability reports: support@lilxhub.com, with "Security" in the subject line.