END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA" OR "AGREEMENT") CAREFULLY BEFORE ACCESSING OR USING THE ILUMENIQ PLATFORM. BY CLICKING "I AGREE" OR ACCESSING THE PLATFORM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM.
This EULA is a legal agreement between you ("User" or "you") and ilumenIQ LLC, a North Carolina limited liability company ("ilumenIQ," "we," or "us"), governing your access to and use of the ilumenIQ SaaS platform and related services (the "Platform").
You are accessing the Platform as an Authorized User of a Customer (your employer or affiliated practice) that has entered into a Master Subscription Agreement ("MSA") with ilumenIQ. Your access to the Platform is conditional upon your acceptance of this EULA and your continued compliance with its terms.
ARTICLE 1 — ACCEPTANCE
1.1 Acceptance by Click. The first time you log into the Platform, you will be presented with this EULA and required to click "I Agree" or an equivalent button to proceed. By doing so, you represent that:
(a) you have read, understood, and agree to be bound by this EULA;
(b) you are at least 18 years of age or the age of legal majority in your jurisdiction;
(c) you have the legal authority to enter into a binding agreement; and
(d) you are an employee, contractor, or agent of the Customer that has authorized your access to the Platform.
1.2 Authority. If you are accessing the Platform on behalf of a practice or organization, you represent that you are authorized to act on behalf of that organization and to bind it to the extent your use of the Platform creates obligations beyond your individual rights under this EULA.
ARTICLE 2 — LICENSE GRANT
2.1 Limited License. Subject to your compliance with this EULA and the MSA executed by your Customer, ilumenIQ grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely:
(a) for the internal business purposes of your Customer;
(b) in accordance with the Documentation and any usage policies communicated to you; and
(c) during the period that your Customer maintains an active subscription under the MSA.
2.2 No Ownership. This EULA grants you a license to use the Platform, not ownership of it. ilumenIQ retains all right, title, and interest in and to the Platform and all related intellectual property.
ARTICLE 3 — ACCEPTABLE USE
3.1 Permitted Use. You may access and use the Platform only for lawful purposes in connection with your Customer's authorized use of the Services as described in the MSA.
3.2 Prohibited Conduct. You shall not:
(a) Share credentials. Share your login credentials (username, password, or any authentication token) with any other individual, whether or not they are affiliated with your Customer. Each user must have their own unique account credentials. Credential sharing is a material violation of this EULA.
(b) Use outside the practice. Access or use the Platform for any purpose other than the internal operations of your Customer. You may not use the Platform to benefit any third party or for any commercial purpose not authorized by ilumenIQ and your Customer.
(c) Attempt unauthorized access. Attempt to access any portion of the Platform to which you have not been granted access, or attempt to access another User's account or data without authorization.
(d) Use automated tools. Use any bot, scraper, crawler, script, or other automated tool to access or interact with the Platform in any manner not expressly authorized by ilumenIQ.
(e) Circumvent security. Attempt to circumvent, bypass, or disable any security features, authentication mechanisms, access controls, or technical restrictions of the Platform.
(f) Introduce harmful code. Upload, transmit, or introduce to the Platform any virus, malware, ransomware, or other harmful or malicious code.
(g) Reverse engineer. Decompile, disassemble, reverse engineer, or attempt to derive the source code of the Platform.
(h) Misuse PHI. Access, use, or disclose Protected Health Information accessible through the Platform in any manner not authorized by your Customer, not permitted under applicable law (including HIPAA), or inconsistent with your professional and ethical obligations.
(i) Violate law. Use the Platform in any manner that violates applicable federal, state, or local law or regulation, including HIPAA and applicable state healthcare privacy laws.
(j) Interfere with the Platform. Take any action that imposes an unreasonable or disproportionate load on the Platform infrastructure or that interferes with the proper functioning of the Platform for other users.
ARTICLE 4 — ACCOUNT AND CREDENTIAL SECURITY
4.1 Your Responsibilities. You are responsible for:
(a) maintaining the confidentiality of your account credentials;
(b) all activity conducted through your account;
(c) logging out of the Platform at the conclusion of each session; and
(d) using a secure and private network connection when accessing the Platform, particularly when the Platform displays PHI or other sensitive data.
4.2 Reporting Unauthorized Access. You must immediately notify your Customer's administrator and ilumenIQ at legal@ilumeniq.com if you become aware of or suspect any unauthorized access to your account or credentials.
4.3 No Password Sharing. You must not disclose your password to any person, including colleagues at your Customer's practice, family members, or ilumenIQ personnel. ilumenIQ will never ask you for your password.
ARTICLE 5 — PROTECTED HEALTH INFORMATION
5.1 HIPAA Obligations. Your Customer, as a Covered Entity under HIPAA, is subject to HIPAA's requirements regarding PHI. You, as an employee or agent of your Customer, may also have independent HIPAA obligations. You acknowledge that:
(a) any PHI you access through the Platform is subject to HIPAA's Privacy Rule and Security Rule;
(b) you are authorized to access PHI through the Platform only to the extent necessary to perform your job duties for your Customer ("Minimum Necessary" standard);
(c) you shall not access, use, copy, download, or disclose PHI accessible through the Platform for any purpose other than as directed by your Customer and permitted under applicable law; and
(d) any unauthorized access to, use of, or disclosure of PHI may constitute a HIPAA violation and may expose you and your Customer to significant civil and criminal penalties.
5.2 No Personal Use of PHI. You shall not access PHI through the Platform for personal, research, or any other purpose not directly related to your job duties on behalf of your Customer.
ARTICLE 6 — CONFIDENTIALITY
6.1 Platform Confidentiality. You acknowledge that the Platform, its features, functionality, and underlying technology constitute Confidential Information of ilumenIQ. You agree not to disclose, describe, or reproduce information about the Platform's design, architecture, or functionality to any third party without ilumenIQ's prior written consent.
6.2 Customer Data. You acknowledge that Customer Data accessible through your use of the Platform is confidential. You agree not to access, use, copy, disclose, or transmit Customer Data outside of the Platform or beyond the scope of your authorized duties, except as expressly directed by your Customer.
ARTICLE 7 — INTELLECTUAL PROPERTY
7.1 Ownership. ilumenIQ owns all right, title, and interest in and to the Platform, including all software, designs, interfaces, content, and related intellectual property. Nothing in this EULA transfers any ownership of the Platform or any intellectual property rights to you.
7.2 Feedback. If you provide ilumenIQ with any suggestions, ideas, or feedback regarding the Platform, ilumenIQ may use such feedback freely and without restriction or compensation to you.
ARTICLE 8 — DISCLAIMERS
8.1 No Warranties. THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." ILUMENIQ MAKES NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ILUMENIQ DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
8.2 No Clinical Advice. The Platform is a data aggregation, reporting, and dashboarding tool. Nothing in the Platform or its outputs constitutes medical, clinical, legal, or compliance advice. You are solely responsible for any clinical, administrative, or operational decisions you make based on information accessed through the Platform.
8.3 No HIPAA Guarantee. ilumenIQ's provision of the Platform does not guarantee your or your Customer's compliance with HIPAA. You are responsible for understanding and complying with your own obligations under applicable law.
ARTICLE 9 — LIMITATION OF LIABILITY
9.1 Exclusion of Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ILUMENIQ WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE PLATFORM OR THIS EULA, INCLUDING LOSS OF DATA, LOSS OF PROFITS, OR BUSINESS INTERRUPTION, EVEN IF ILUMENIQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ILUMENIQ'S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS EULA WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). YOUR PRIMARY RECOURSE FOR ANY CLAIMS RELATED TO THE PLATFORM IS THROUGH YOUR CUSTOMER UNDER THE MSA.
ARTICLE 10 — TERM AND TERMINATION
10.1 Term. This EULA is effective from the date you first click "I Agree" and continues until terminated.
10.2 Termination by ilumenIQ. ilumenIQ may terminate your access to the Platform immediately if:
(a) you breach any provision of this EULA;
(b) your Customer's subscription under the MSA expires or is terminated; or
(c) your Customer revokes your status as an Authorized User.
10.3 Termination by You. You may stop using the Platform at any time. Termination of your access does not affect your Customer's obligations under the MSA.
10.4 Effect of Termination. Upon termination of this EULA, all rights granted to you herein immediately terminate. You must immediately cease all use of the Platform. Sections 5, 6, 7, 8, 9, 11, and 12 shall survive termination.
ARTICLE 11 — GENERAL PROVISIONS
11.1 Governing Law. This EULA is governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of law principles. You agree to submit to the exclusive jurisdiction of the state and federal courts in Mecklenburg County, North Carolina for any disputes arising under this EULA.
11.2 Relationship to MSA. This EULA supplements and does not supersede the MSA between ilumenIQ and your Customer. In the event of any conflict between this EULA and the MSA with respect to your individual rights, the MSA controls.
11.3 Entire Agreement. This EULA constitutes the entire agreement between you and ilumenIQ with respect to your individual use of the Platform and supersedes any prior representations, communications, or agreements regarding the same subject matter.
11.4 Severability. If any provision of this EULA is held invalid or unenforceable, such provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
11.5 Waiver. ilumenIQ's failure to enforce any provision of this EULA shall not constitute a waiver of its right to do so in the future.
11.6 Updates. ilumenIQ may update this EULA from time to time. If we make material changes, we will notify you upon your next login and require re-acceptance. Your continued use of the Platform after such notification constitutes acceptance of the updated EULA.
ARTICLE 12 — CONTACT INFORMATION
For questions about this EULA, please contact:
ilumenIQ LLC 1235 East Blvd, Suite E519 Charlotte, NC 28203 legal@ilumeniq.com
By clicking "I Agree," you acknowledge that you have read, understood, and agree to be bound by this End User License Agreement.
ilumenIQ LLC | 1235 East Blvd, Suite E519 | Charlotte, NC 28203