Terms of Service

1. Acceptance of Terms

This Terms of Service ("Agreement" or "Terms") is a legal agreement between you ("User," "End User," or "you") and Lumenality, doing business as Lumenality ("Company," "Licensor," "we," "us," or "our") for access to and use of the Lumenality software platform and related services ("Service" or "Software"). By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, you may not access or use the Service.

2. Description of Service

Lumenality is a cloud-based practice management platform that provides scheduling, clinical documentation, billing, claims management, revenue cycle management, and reporting tools for healthcare organizations. The Service is designed to be practice-agnostic and supports multi-location, multi-funder, and multi-state operations.

3. License Grant

Subject to these Terms and payment of applicable fees, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the subscription term solely for your internal business operations in connection with healthcare practice management.

4. License Restrictions and Acceptable Use

You shall not:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation, including HIPAA and state privacy laws.
• Copy, modify, adapt, translate, or create derivative works of the Service or its underlying software.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service.
• Rent, lease, lend, sell, sublicense, or distribute the Service to any third party.
• Use the Service to develop a competing product or service.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Service.
• Access or attempt to access another user's account without authorization.
• Share account credentials or allow unauthorized users to access the Service.
• Exceed the number of authorized users specified in your subscription agreement.
• Interfere with or disrupt the integrity or performance of the Service.
• Use the Service to store or transmit malicious code, viruses, or harmful data.
• Circumvent any security measures or access controls implemented by the Service.
• Use automated systems (bots, scrapers) to access the Service without written permission.

5. Account Registration and Security

• You must provide accurate, complete, and current information during registration.
• You are responsible for maintaining the confidentiality of your account credentials, including passwords and MFA devices.
• You must immediately notify us of any unauthorized use of your account.
• Account administrators are responsible for managing user access, roles, and permissions within their organization.
• You must maintain appropriate security measures on your end, including secure devices, updated browsers, and strong passwords.
• We reserve the right to suspend or terminate accounts that violate these Terms.

6. Intellectual Property

The Service, including all software, code, interfaces, designs, algorithms, documentation, trade secrets, and know-how, is and shall remain the exclusive property of Lumenality and is protected by intellectual property laws. This Agreement does not convey any ownership interest in the Service. The Lumenality name, logo, and related marks are trademarks of Lumenality. All rights not expressly granted herein are reserved by Company.

7. Data Ownership and Processing

• Your Data: You retain all ownership rights to data you enter into the Service ("Your Data"), including patient records, clinical notes, billing information, and organizational data. We do not claim ownership of Your Data.
• License to Us: You grant us a limited, non-exclusive license to process and store Your Data solely for the purpose of providing and improving the Service. We will not access Your Data except as necessary to provide support, maintain the Service, or comply with legal obligations.
• PHI: We will process Protected Health Information in accordance with HIPAA requirements and the executed Business Associate Agreement.
• Data Accuracy: You are responsible for the accuracy and completeness of all data entered into the Service, including clinical documentation, billing codes, patient information, and any necessary patient consents for electronic record keeping.

8. Healthcare Compliance

• The Service is designed to support HIPAA compliance, but you are responsible for ensuring your use of the Service complies with HIPAA and all applicable healthcare regulations.
• We will execute a Business Associate Agreement (BAA) with covered entity customers upon request.
• You are responsible for ensuring all users within your organization comply with these Terms and applicable policies.
• You are responsible for obtaining any necessary patient consents for electronic record keeping.

9. Not a Medical Device — Clinical Responsibility

THE SERVICE IS CLINICAL DOCUMENTATION, SCHEDULING, AND BILLING SOFTWARE. IT IS NOT A MEDICAL DEVICE AS DEFINED UNDER 21 U.S.C. § 321(h) OR UNDER ANY APPLICABLE FOREIGN REGULATION, HAS NOT BEEN REVIEWED OR CLEARED BY THE U.S. FOOD AND DRUG ADMINISTRATION, AND IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION.

ALL CLINICAL JUDGMENTS — INCLUDING DIAGNOSIS, TREATMENT PLANS, MEDICATION ORDERS, AND CARE DELIVERY — REMAIN THE SOLE RESPONSIBILITY OF LICENSED HEALTHCARE PROFESSIONALS. NO OUTPUT OF THE SERVICE, INCLUDING ANY AI-GENERATED NARRATIVE DRAFTS, PRIOR-AUTHORIZATION SUMMARIES, OR DENIAL CLASSIFICATION OUTPUTS, MAY BE ACTED UPON WITHOUT INDEPENDENT CLINICIAN REVIEW. COMPANY SHALL HAVE NO LIABILITY FOR ANY CLINICAL OUTCOME ARISING FROM RELIANCE ON SERVICE OUTPUT WITHOUT SUCH REVIEW.

10. Service Availability and Updates

• We strive to maintain 99.9% uptime but do not guarantee uninterrupted availability.
• Scheduled maintenance windows will be communicated in advance when possible.
• Support is available via email and platform-based support requests during business hours.
• We may, at our sole discretion, update, modify, or enhance the Service from time to time, including bug fixes, feature additions, security patches, and interface changes. Updates may be automatically deployed and may alter Service functionality.
• We reserve the right to modify, update, or discontinue features of the Service with reasonable notice.

11. Fees and Payment

• Service fees are outlined in your subscription agreement or order form.
• Fees are due in accordance with the billing cycle specified in your agreement.
• We reserve the right to modify pricing with 30 days' written notice.
• Failure to pay may result in suspension or termination of access to the Service.

12. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARTHUR ANDERSON LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless Lumenality and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; (d) any data you submit to the Service; or (e) any claim that Your Data infringes the rights of a third party.

15. Term and Termination

• This Agreement is effective from the date you first access the Service and continues for the duration of your subscription.
• Either party may terminate the subscription with 30 days' written notice.
• We may immediately suspend or terminate access for violation of these Terms or applicable law.
• Upon termination, your license to use the Service is immediately revoked.
• We will provide a 30-day period following termination for you to export Your Data.
• Sections regarding intellectual property, warranty disclaimer, limitation of liability, indemnification, and data retention obligations survive termination.

16. Dispute Resolution

Any dispute arising from these Terms shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in the State of Nevada. Each party shall bear its own costs, and the arbitrator's decision shall be final and binding.

17. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations. You shall not use or allow the Service to be used in any country subject to U.S. trade sanctions without authorization.

18. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. This is consistent with the arbitration venue specified in Section 16.

19. Changes to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting updated Terms on this page and updating the effective date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

20. Entire Agreement

These Terms, together with any applicable subscription agreement, order form, Business Associate Agreement, and Privacy Policy, constitute the entire agreement between you and Company regarding the Service and supersede all prior agreements, understandings, and communications, whether written or oral.

21. Contact

For questions about these Terms, contact us at:

Lumenality
Email: legal@lumenality.app
Web: lumenality.app