Lucido Lite Terms of Service

"Service" means the Lucido Lite software-as-a-service application and related documentation, which supports a clinic's recordkeeping for its controlled-substance inventory of Spravato® (esketamine): receipt, administration, waste and destruction, physical counts, losses, and monthly reconciliation. "Full Lucido" means Lucido's separate plan that also includes treatment-day monitoring and REMS documentation, which is offered under the Lucido Terms of Service. "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 Lucido Lite Business Associate Agreement between the parties. "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations, as amended.

Lucido Lite records the movement of Spravato® cartons and devices through the Customer's clinic: shipments received and the wholesaler or pharmacy each came from (including pharmacy-supplied product dispensed for a named patient), administration to patients, waste of unused devices and destruction of cartons, with a second staff member's attestation where the Customer requires one, physical counts and the discrepancies they find, returns, and losses. From those records it produces the Customer's controlled-substance log, a monthly reconciliation for the Customer to review and sign, a record of destructions laid out in the format of DEA Form 41, and the dispense and shipment records the SPRAVATO® REMS program asks to see in an audit. It shows the Customer the deadlines it tracks, such as the 45-day disposal limit for pharmacy-supplied product and the time limits for reporting a theft or significant loss, and sends some of those reminders by email to the Customer's own account. Staff record movements on their own mobile devices or at the clinic's computer, and each record names the staff member who made it, confirmed by that person's own PIN.

Lucido Lite keeps a basic patient roster (each patient's name, date of birth, and how their Spravato® is supplied) so that each administration, and each pharmacy-supplied carton, is tied to the patient who received it. Lucido Lite does not include treatment-day monitoring, REMS form generation or filing, scheduling, patient messaging, or clinical records, which are part of Full Lucido, and it sends no messages to patients.

Lucido Lite is software that supports the Customer's recordkeeping. It is not a medical device, does not provide medical advice, does not diagnose or treat any condition, and does not exercise clinical judgment. It does not submit any report, form, or notice to the Drug Enforcement Administration, the SPRAVATO® REMS program, or any other authority on the Customer's behalf; it tracks the Customer's deadlines and prepares records for the Customer's review. All responsibility for controlled-substance recordkeeping, security, and reporting, and for compliance with the SPRAVATO® REMS program, remains with the Customer and its registrants.

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

You are responsible for safeguarding your account credentials, the clinic sign-in codes the Service generates, and the staff PINs you issue; for deactivating staff who should no longer have access; 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.

Multi-location networks. The Service can link clinic locations that are under common ownership into a network, in which one location, the network's hub, manages the network and, where the locations are billed together, its billing. Networks are only for locations under common ownership: by creating a network, linking a location to one, or joining one, the Customer represents that the locations are under common ownership. Once a location is linked, the hub, through its owner account, can see that location's inventory records in the Service, read only, including the patient associated with each administration and with each pharmacy-supplied carton, and the Service records each such view in that location's audit log. The hub's owner can work inside a location with the access of that location's owner only if the location's own owner allows it in the Service, and that permission can be withdrawn at any time. A location that leaves the network is no longer visible to its hub.

As between the parties, the Customer is the HIPAA Covered Entity and the party responsible for its controlled-substance program: compliance with the Controlled Substances Act, DEA regulations, and state law, including registration, inventories, records of receipt, administration, and disposal, physical security of stock, and the reporting of any theft or significant loss, and compliance with the SPRAVATO® REMS program. The Customer and its Authorized Users are solely responsible for recording each movement accurately, completely, and promptly; for reviewing and signing the Customer's reconciliations; for the physical handling, storage, and destruction of controlled substances; and for filing any report or form, and giving any notice, that law or the REMS program requires.

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

Some states protect mental-health treatment records more strictly than HIPAA — for example, the Illinois Mental Health and Developmental Disabilities Confidentiality Act (740 ILCS 110), which applies to records of esketamine treatment. As between the parties, the Customer is responsible for obtaining any patient consents and providing any notices such laws require for the Customer's own uses and disclosures. Lucido discloses Customer Data only to the Customer; to the infrastructure Subcontractor identified in the BAA; and, where the Customer's location is linked to a network, to that network's hub, as Section 3 describes. It runs no third-party analytics, advertising, or tracking against Customer Data.

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.

The Service is billed monthly in advance, per clinic location, at the price shown when the Customer subscribes (and, for a location added later to a multi-location network, at the price shown when that location is added), through our payment processor (Stripe), with payment details collected on Stripe-hosted pages. Promotional codes, including free or discounted periods, apply at checkout and last for as long as the code's terms state. There are no per-carton, per-patient, or per-user fees.

We may change pricing with at least 30 days' advance written notice, effective at the start of a subsequent billing period. You may cancel at any time, effective at the end of the current billing period; after cancellation and any grace period, new inventory activity can no longer be recorded in the Service, while existing records remain available for export consistent with Section 14 and the BAA. You are responsible for any taxes other than taxes based on our net income.

Changing plans. If the Customer moves from Lucido Lite to Full Lucido, the Lucido Terms of Service and the business associate agreement that accompanies them govern from the change, and the Customer's existing records carry over. If the Customer moves from Full Lucido to Lucido Lite, these Terms and the BAA govern from the change; the features Lucido Lite does not include stop being available, and records created under Full Lucido are retained and remain available to the Customer on request.

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," "Lucido Lite," 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 Lite 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 Controlled Substances Act, DEA regulations, state law, the SPRAVATO® REMS program, or any regulatory outcome, including the outcome of any inspection or audit. 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 THE GREATER OF THE FEES PAID IN THE 12 MONTHS PRIOR TO THE CLAIM OR ONE MONTH'S SUBSCRIPTION FEE AT THE THEN-CURRENT RATE FOR THE AFFECTED CLINIC LOCATION.

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.

We will defend and indemnify you against third-party claims alleging that the Service, as provided by us and used as permitted by these Terms, infringes a U.S. patent, copyright, or trademark or misappropriates a trade secret — except to the extent the claim arises from Customer Data, from misuse of the Service, or from combination with items we did not supply. If such a claim appears likely, we may modify the Service, procure the right to keep providing it, or terminate the affected Service and refund any prepaid, unused fees.

The party seeking indemnification must give prompt written notice of the claim, give the indemnifying party sole control of the defense and settlement (provided any settlement fully releases the indemnified party without admission of fault), and reasonably cooperate at the indemnifying party's expense.

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 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.

These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws rules. Before either party starts any proceeding over a dispute arising out of or relating to these Terms or the Service, it will send the other a written notice of the dispute (to us: support@lucido-go.com), and the parties will attempt in good faith to resolve it within 30 days after the notice. If they do not, the dispute will go to non-binding mediation administered by the American Arbitration Association under its Commercial Mediation Procedures, held in Cook County, Illinois, or by video conference, with the mediator's fees shared equally; if the other party does not take part within 30 days after a written request for mediation, the requesting party may proceed directly to arbitration. Any dispute not resolved within 60 days after the mediation begins will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Cook County, Illinois, and judgment on the award may be entered in any court with jurisdiction. Either party may seek temporary or preliminary injunctive relief from the state or federal courts located in Cook County, Illinois, to protect its confidential information or intellectual property, or protected health information, or to preserve the status quo while mediation or arbitration proceeds, and each party consents to those courts' jurisdiction for that purpose. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT, EACH PARTY WAIVES TRIAL BY JURY. DISPUTES WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS — NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING — AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING.

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 support@lucido-go.com.