Terms of Service
Effective 21 September 2026. These Terms are between Imperium Advisors, LLC, a California limited liability company ("Luna"), and the firm that accepts them ("Customer"). Accepting them at signup, or using the Services, forms a binding agreement.
Read this part first
Three things matter more than anything else below, so they are not buried in Section 9.
Luna is not a law firm and gives no legal advice. Nothing the Services produce is legal advice. Using Luna creates no attorney-client relationship with Luna, with Imperium Advisors, LLC, or with any attorney employed by or affiliated with either. No communication through the Services is protected by the attorney-client privilege or the work product doctrine. If Customer needs legal advice about its compliance obligations, Customer needs a lawyer, and Luna is not it.
Luna does not replace Customer's chief compliance officer. Rule 206(4)-7(c) under the Investment Advisers Act requires Customer to designate an individual responsible for administering its compliance policies. Luna does work that role generates. It does not discharge Customer's obligation to designate that person, and it does not perform that person's duties.
Every output is a recommendation for a human to review. The Services use large language models, which produce output that can be wrong, incomplete, or confidently mistaken. Customer is responsible for reviewing every finding, score, draft and recommendation before relying on it or acting on it.
1. Definitions
"Authorized User" means an individual Customer permits to access the Services under Customer's account.
"Customer Data" means all data Customer or its Authorized Users submit to the Services, and all data Luna generates within the Services on Customer's behalf, including findings, scores and drafts.
"Documentation" means the guides and help content Luna makes available for the Services.
"Output" means any finding, risk indicator, draft, summary, narrative or other content the Services generate.
"Services" means the Luna Compliance platform and any support Luna provides for it.
"Subscription" means the plan Customer selects, as described on Luna's pricing page.
2. The Services
2.1 Access
Luna grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the subscription term, for Customer's own internal compliance operations, subject to these Terms and the limits of Customer's plan.
2.2 What Luna is responsible for
Hosting, operating, maintaining and securing the Services; making updates and corrections generally available; and providing the support included in Customer's plan.
2.3 What Customer is responsible for
Its own internet access; the accuracy and legality of Customer Data and the means by which Customer obtained it; giving any notices and obtaining any consents its own employees or clients are entitled to; keeping credentials secure; the acts of its Authorized Users; and every compliance decision Customer makes.
2.4 Limits on use
Customer will not: resell, sublicense or redistribute the Services; reverse engineer or attempt to derive the source code; use the Services to build a competing product; remove proprietary notices; exceed the seat limit of its plan without paying for additional seats; or use the Services in violation of the acceptable use policy.
2.5 Changes to the Services
Luna may change the Services. Where a change removes a material feature Customer is using, Luna gives 30 days' notice and, if Customer does not want to continue, a pro-rata refund of prepaid fees for the remainder of the term.
3. Fees
3.1 Published pricing
The price of each plan is published on the pricing page. Customer pays the price shown for the plan it selects. There is no setup fee, no implementation fee, no per-account fee, no per-channel fee, and no charge for support included in the plan.
3.2 Billing
Monthly plans bill monthly in advance and Customer may cancel at any time, effective at the end of the current period. Annual plans bill annually in advance. Fees are non-refundable except where these Terms say otherwise.
3.3 Changes to price
Luna may change published prices. A price change does not affect Customer's current term. It takes effect at Customer's next renewal, and Luna gives at least 30 days' notice before that renewal. There is no automatic annual escalator.
3.4 Taxes
Fees exclude taxes. Customer is responsible for any sales, use or similar tax, other than tax on Luna's income.
3.5 Non-payment
If an invoice is more than 15 days overdue, Luna may suspend access after giving 10 days' written notice. Suspension does not delete Customer Data, and Luna will provide an export of it on request during any suspension, because some of it is a record Customer is required to keep.
4. Data and intellectual property
4.1 Customer owns Customer Data
Customer retains all right, title and interest in Customer Data, including Output generated from it. Luna claims no ownership of it.
4.2 The licence Luna needs, and its limits
Customer grants Luna a non-exclusive licence to host, copy, process, transmit and display Customer Data solely to provide the Services to Customer, and for no other purpose. That licence ends when the data is deleted under the Data Processing Addendum.
4.3 No training on Customer Data
Luna does not use Customer Data to train, fine-tune or evaluate any machine learning model, whether Luna's own or a third party's. Luna's model provider commits in its commercial terms that it may not train models on content submitted through its API, and Luna submits under those terms. This is a contractual commitment, not a preference Luna may change at will; Section 11.2 governs how these Terms change.
4.4 Luna owns the Services
Luna retains all right, title and interest in the Services, the platform, the Documentation, and all intellectual property in them, including any improvement Luna makes as a result of Customer's feedback. Customer's feedback is welcome and Luna may act on it without obligation or payment.
4.5 Aggregated statistics
Luna may compile statistics about how the Services are used, provided those statistics never identify Customer, any Authorized User, or any individual, and are never derived in a way that permits re-identification.
5. Confidentiality
Each party will protect the other's confidential information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound to equivalent obligations.
Customer Data is Customer's confidential information. The platform's source code and Luna's non-public technical and business information are Luna's.
Confidential information does not include information that is or becomes public without the receiving party's fault, was already known to the receiving party from its own records, is received from a third party without a duty of confidence, or is independently developed without reference to the disclosing party's information.
If compelled by law to disclose, the receiving party will give notice where permitted, seek protective treatment, and disclose only what is required.
6. Security and incidents
Luna's security measures, its incident response obligations, and the 72-hour notification commitment are set out in the Data Processing Addendum, which forms part of these Terms.
7. Warranties
7.1 Luna warrants that
it will provide the Services with reasonable skill and care; the Services will perform materially as described in the Documentation; it will not knowingly introduce malicious code; and it has the right to grant the rights it grants here.
7.2 Customer warrants that
it has the right to submit Customer Data to the Services; its use of the Services complies with law and with its own obligations to its clients and employees; and each Authorized User is authorized to act for Customer.
7.3 What Luna does not warrant
Luna does not warrant that any Output is accurate, complete, or sufficient to satisfy any legal or regulatory obligation. It does not warrant that the Services will identify every deficiency, every violation, every disclosure requirement or every filing obligation, or that using the Services will prevent a regulatory finding, a deficiency letter, an enforcement action, or a loss.
The Services are a tool used by a professional. They are not a substitute for professional judgment, and they are not insurance against error.
Except as stated in Section 7.1, the Services are provided "as is" and Luna disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
8. Indemnification
8.1 By Luna
Luna will defend Customer against a third-party claim that the Services infringe that third party's intellectual property rights, and pay damages finally awarded or agreed in settlement. Luna may, at its option, modify the Services to be non-infringing or terminate the affected Services and refund prepaid fees for the unused term.
8.2 By Customer
Customer will defend Luna against a third-party claim arising from Customer Data, from Customer's use of the Services in breach of these Terms or in violation of law, or from a compliance decision Customer made, and pay damages finally awarded or agreed in settlement.
8.3 Process
The party seeking indemnity will give prompt notice, allow the other party to control the defence, and cooperate reasonably. No settlement that imposes an obligation on the indemnified party is binding without its consent.
9. Limitation of liability
9.1 Neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill, however caused and under any theory of liability, even if advised of the possibility.
9.2 Each party's total aggregate liability arising out of or related to these Terms is limited to the fees Customer paid or owed for the Services in the twelve months preceding the event giving rise to the claim.
9.3 The limits in 9.1 and 9.2 do not apply to: Customer's obligation to pay fees; either party's indemnification obligations under Section 8; a party's breach of its confidentiality obligations; or either party's fraud, wilful misconduct or gross negligence.
9.4 Customer acknowledges that the fees reflect this allocation of risk, and that Luna would not provide the Services on these prices without it.
10. Term and termination
10.1 Term
These Terms run from acceptance until all subscriptions have ended.
10.2 Termination for convenience
Customer may cancel a monthly subscription at any time from within the Services, effective at the end of the current period. There is no notice period, no cancellation fee, and no requirement to speak to anyone. An annual subscription may be cancelled effective at the end of its term.
10.3 Termination for cause
Either party may terminate on 30 days' written notice of a material breach that the other has not cured within that period. Luna may suspend immediately where continued access presents a security risk, and will tell Customer why.
10.4 What happens to the data
On termination Luna makes Customer Data available for export for 30 days, then deletes it as set out in Section 7 of the Data Processing Addendum. Where Customer Data is a record Customer must retain under Rule 204-2, Luna will not delete it until Customer confirms it has taken possession of it.
10.5 Survival
Sections 4, 5, 8, 9 and 11 survive termination, as does any accrued payment obligation.
11. General
11.1 Notices
To Luna: legal@lunacompliance.io. To Customer: the administrative contact on Customer's account. Notice is effective on the next business day after sending.
11.2 Changes to these Terms
Luna may change these Terms on 30 days' notice to Customer's administrative contact. A change that materially reduces Customer's rights, or that alters Section 4.3, takes effect for Customer only at Customer's next renewal, and Customer may terminate before it does and receive a pro-rata refund.
11.3 Governing law and disputes
These Terms are governed by the laws of the State of California, without regard to its conflict of laws rules.
The state and federal courts located in Marin County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms. Each party consents to that jurisdiction and venue, waives any objection to it, and waives any right to a trial by jury.
Nothing in this Section prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.
11.4 Assignment
Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all assets, on notice.
11.5 Entire agreement
These Terms, together with the Data Processing Addendum, the acceptable use policy, the privacy policy, and the plan Customer selected, are the entire agreement, and supersede any prior discussion. Any purchase order term that conflicts with these Terms has no effect.
11.6 No waiver, severability
A failure to enforce is not a waiver. If a provision is unenforceable, it is limited to the minimum extent necessary and the rest continues.
11.7 Force majeure
Neither party is liable for a delay caused by an event beyond its reasonable control, excluding payment obligations.
11.8 Independent parties
The parties are independent contractors. Nothing here creates a partnership, agency, joint venture, or employment relationship.
Imperium Advisors, LLC, a California limited liability company.
490 Post St, Ste 500 PMB 2216 San Francisco, CA 94102 United States