Terms of Service

"Service" means the Lucido software-as-a-service application and related documentation that supports day-of-treatment monitoring and REMS documentation for Spravato® (esketamine) clinics. "Customer Data" means the data that the Customer or its Authorized Users submit to or generate in the Service. "Authorized User" means an owner, prescriber, or staff member the Customer permits to access the Service. "PHI" means Protected Health Information as defined by HIPAA. "BAA" means the Business Associate Agreement between the parties. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended.

Lucido runs the FDA-required monitoring window after each Spravato® dose, captures vital signs and observations, presents the day's clinic activity to staff and patients, maintains an audit trail, and generates the SPRAVATO® REMS Patient Monitoring Form for the Customer to review and file.

Lucido is software that supports the Customer's compliance workflow. It is not a medical device, does not provide medical advice, does not diagnose or treat any condition, and does not exercise clinical judgment. All clinical decisions, and all responsibility for compliance with the SPRAVATO® REMS program, remain with the Customer and its licensed clinicians.

The Service is offered to licensed healthcare clinics and their staff, not to consumers or patients directly. One owner account is created per clinic. You agree to provide accurate registration information and to keep it current.

You are responsible for safeguarding your account credentials and the staff PINs you issue, for all activity that occurs under your account and your Authorized Users, and for enabling multi-factor authentication where the Service requires it. Notify us promptly at the contact below if you suspect any unauthorized access to or use of your account.

As between the parties, the Customer is the HIPAA Covered Entity and the party responsible for compliance with the SPRAVATO® REMS program and applicable law. The Customer and its clinicians are solely responsible for the accuracy and completeness of the information entered into the Service, for exercising independent clinical judgment, for the timely review and filing of each REMS Patient Monitoring Form, and for obtaining any patient consents or authorizations required by law.

Lucido assists these obligations; it does not assume them and is not a substitute for the Customer's professional, regulatory, or legal duties.

You will use the Service only for lawful purposes in connection with operating a Spravato® treatment program, and only as permitted by these Terms and the documentation. You will not: (a) reverse engineer, decompile, or attempt to derive the source code of the Service; (b) probe, scan, or test the vulnerability of the Service or breach its security or authentication measures; (c) introduce malicious code or interfere with the integrity or performance of the Service; (d) use the Service to build or benchmark a competing product; (e) share access with, or permit use by, any person who is not an Authorized User; or (f) submit information you are not authorized to provide.

As between the parties, the Customer owns and retains all rights to Customer Data. You grant us a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, and support the Service.

Our handling of PHI is governed by the BAA, which is incorporated into these Terms. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA controls.

Lucido is provided free of charge during its development and early-access period. There are no per-session or per-patient fees. If we introduce a paid plan, it will be set out in a separate written order that takes effect prospectively, and we will give you advance notice before any charges begin. You are responsible for any taxes other than taxes based on our net income.

We aim to keep the Service available and to respond to support requests promptly. During the development period the Service is provided "as is" and "as available," without a formal uptime or service-level commitment. We may modify, add, or discontinue features; for changes that materially reduce core functionality we will provide reasonable advance notice where practical. We may perform scheduled or emergency maintenance.

We and our licensors own all right, title, and interest in and to the Service, including all software, designs, and documentation, and all intellectual property rights in them. These Terms grant no rights except the limited right to use the Service described here. "Lucido" and "TASHABAR" are our trademarks. If you provide feedback or suggestions, you grant us a perpetual, royalty-free, irrevocable license to use it without restriction or obligation.

Each party may receive the other's non-public information that is marked or that a reasonable person would understand to be confidential. The receiving party will use it only to perform under these Terms and will protect it with at least reasonable care. This section does not apply to information that is or becomes public through no fault of the receiving party, was independently developed without use of the other's confidential information, or was rightfully obtained from a third party. PHI is governed by the BAA rather than this section.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Lucido is not a medical device and is not cleared or approved by the FDA. It does not diagnose, treat, or make clinical decisions, and it does not guarantee compliance with the SPRAVATO® REMS program or any regulatory outcome. The Customer remains responsible for verifying the accuracy of all records and for its own compliance.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUES, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED [Counsel: liability cap — e.g., the greater of the fees paid in the 12 months before the claim or a fixed amount appropriate to the free development period]. [Counsel to confirm any carve-outs from the cap and exclusions, e.g., for breach of confidentiality, indemnification obligations, or a party's HIPAA obligations.]

You will defend and indemnify us against third-party claims arising from your misuse of the Service, your violation of law or of these Terms, or your breach of your compliance or data-accuracy obligations, except to the extent caused by us. [Counsel to add any reciprocal indemnity and an intellectual-property-infringement indemnity, plus the standard procedure for notice, control of defense, and cooperation.]

These Terms take effect when you first accept them and continue while you use the Service. Either party may terminate for convenience on prior written notice. Either party may terminate for the other's material breach that remains uncured for [Counsel: cure period, e.g., 30 days] after written notice.

On termination, your right to access the Service ends. We will make Customer Data available for export for a reasonable wind-down period and will then return or delete PHI in accordance with the BAA and our retention practices, except where retention is required by law. Provisions that by their nature should survive — including ownership, confidentiality, disclaimers, limitation of liability, and indemnification — survive termination.

We may suspend access, in whole or in part, if we reasonably believe it is necessary to protect the security or integrity of the Service or of other customers, to comply with law, or in response to a material breach of these Terms. We will provide notice where practical and will restore access promptly once the cause is resolved.

[Counsel: specify the governing law (the state in which TASHABAR LLC is organized), the venue, and the dispute-resolution mechanism — courts versus binding arbitration, any class-action waiver, and any informal-resolution and notice-of-dispute steps that must precede a formal claim.]

We may update these Terms from time to time. For material changes we will provide notice (for example, within the Service or by email), and where a change affects PHI handling we will reflect it in the BAA. The version and effective date appear at the top of this document, and your continued use of the Service after an update takes effect constitutes acceptance of the updated Terms.

These Terms, together with the BAA and any order for paid services, are the entire agreement between the parties regarding the Service and supersede prior agreements on the subject; as to PHI, the BAA controls. You may not assign these Terms without our consent; we may assign them to an affiliate or in connection with a merger or sale of assets. If any provision is held unenforceable, the remaining provisions stay in effect. A failure to enforce a provision is not a waiver of it. Neither party is liable for delays or failures caused by events beyond its reasonable control. The parties are independent contractors, and there are no third-party beneficiaries. Notices to us may be sent to legal@lucido-go.com, or by mail to TASHABAR LLC at 403 N Kennicott Ave, Arlington Heights, IL 60005.