lucidly's Terms of Service

Last Updated: 07/07/2021 10:39 am PT

These Terms and Conditions (“Terms of Service” or “Terms”) govern the use of the websites, applications, and any related product or services offered through the sites operated by LUCIDLY, INC dba Lucidly (“Lucidly”) and any other product or service offered by Lucidly, including any product or service that may use a third party vendor as part of that product or service (collectively “Service" or "Services”).  The terms “we,” “us,” and “our” refer to Lucidly. Lucidly offers this Service, including all information, tools, and services available from these sites to you, the user, (“you”, “your” “user”) conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

By visiting our site and/or purchasing products or services from us, you engage in our Service and agree to be bound by the following terms and conditions (“Terms of Service” or “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of our Service, including without limitation users who are browsers, vendors, customers, merchants, and/or contributors of content.

Please read these Terms of Service carefully before accessing or using our Service. By accessing or using any part of the Service, you agree to be bound by these Terms. If you do not agree to all the terms and conditions of these Terms, then you may not access the Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools that are added to the Service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change, or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Service following the posting of any changes constitutes acceptance of those changes. 

SECTION 1 – ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Service.

You may not use our Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

Without limiting other remedies that may be available, a breach or violation of any of the Terms will result in an immediate termination of your Services.

SECTION 2 – GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time, except to the extent limited by applicable law.

You understand that your content (not including credit card information) may be transferred unencrypted and may involve (a) transmissions over various networks and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any content on the websites through which the Service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available through our Service is not accurate, complete, or current. The material through our Service is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material through our Service is at your own risk.

The Service may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Service at any time, but we have no obligation to update any information. You agree that it is your responsibility to monitor changes to our Service.

SECTION 4 - UNAUTHORIZED USER ACCOUNT USE. 

You are responsible for notifying us if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Lucidly will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use.
 

SECTION 5 – FEES AND PAYMENT FOR SUBSCRIPTION ACCOUNT

If you subscribe to a Lucidly paid account(s), you are responsible for the subscription fees related to such subscription (“Subscription”). You shall pay all fees when due and are responsible for providing complete and accurate billing information to Lucidly. If such fees are being paid via credit card or other electronic means, you authorize Lucidly to charge such fees using your selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. Lucidly reserves the right to suspend your account, in addition to all of its other available rights and remedies, in the event that your account becomes overdue. Suspension shall not relieve your obligation to pay amounts due.

You agree that your Subscription will automatically renew on an annual or monthly basis depending on your Subscription (the “Renewal Date”). You authorize Lucidly to automatically charge you for the applicable fees on or after the Renewal Date unless the Subscription has been terminated or cancelled in accordance with these Terms of Service.  You must cancel your Subscription prior to the Renewal Date in order to avoid billing of the next period’s Subscription fees. 

SECTION 6 – FEES AND PAYMENT FOR COACHING AND/OR OTHER PRODUCTS AND SERVICES

If you purchase coaching or any other product or service not part of a subscription, you are responsible for such related fees.  You shall pay all fees when due and are responsible for providing complete and accurate billing information to Lucidly. If such fees are being paid via credit card or other electronic means, you authorize Lucidly to charge such fees using your selected payment method. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise provided herein. Lucidly reserves the right to suspend your account, in addition to all of its other available rights and remedies, in the event that your account becomes overdue. Suspension shall not relieve your obligation to pay amounts due.

 

SECTION 7 – COACHING AND CONSULTING

You may purchase consulting services, coaching credits, and/or other coaching sessions, or have consulting services, coaching credits, and/or other coaching sessions made available to you as part of an agreement with your employer or other sponsoring entity.  Payment for your purchase of consulting services, coaching credits, or any other coaching sessions shall be due in advance and shall be non-refundable.
 

You understand and agree that any consulting or coaching provided by Lucidly is to provide insights about yourself and any team or company you may be a part of, as well as to help with the successful adoption and utilization of the application and Service.  You agree that you are solely responsible for your own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from any consulting, coaching, or any product or service provided by Lucidly and its Service.  As such, you agree that Lucidly is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any consulting, coaching and/or product or service related to the Service provided by Lucidly. You understand and agree that any part product or service related to the Service is not therapy and does not prevent, cure, or treat any mental disorder or medical disease and does not involve the diagnosis or treatment of mental disorders and is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is your exclusive responsibility to seek such independent professional guidance as needed.  If you are currently under the care of a mental health professional, it is recommended that you promptly inform the mental health care provider of the nature and extent of any consulting, coaching, and any other product or service you request to be provided by Lucidly.

SECTION 8 – COACHING CREDIT USAGE, EXPIRATION, AND REBALACING POLICY

We value and respect our time as well as yours and we want to avoid wasting credits at all costs! We understand that emergencies come up or that we sometimes forget we have a session scheduled, but we want to ensure we are valuing our coaches time as well.  With that in mind, below is our coaching credit cancellation and rescheduling policy:

 

For individual coaching sessions, whether for 30 minute or 60 minute sessions, the coaching credits will be consumed at the start of the scheduled coaching session.   If, however, you cancel or reschedule prior to the start of the coaching session, the coaching credits will not be consumed for that cancelled or rescheduled session.

 

For group sessions, such as Academy sessions or workshops, coaching credits will be consumed at the start of the scheduled group session, if you are registered for the group session as of the group session start time.  

 

Coaching Credit Expiration Policy:

Coaching credits will expire and will no longer be able to be used after one calendar year from when the coaching credit was originally generated (“Origination Date”).  The Origination Date of the coaching credit is the invoice date if paid by invoice or the purchase date if purchased through the application.  The Origination Date will not be reset or renewed even if the coaching credits are reallocated or rebalanced according the rebalancing policy below.

 

Coaching Credit Rebalancing Policy:

Sponsor Credits are coaching credits that are provided to you as part of a subscription or a one-time purchase that is paid by a third party, such as your employer (“Sponsor”).  Personal Credits are coaching credits that you purchase through your individual application account.

 

Sponsors will have the ability to rebalance or reallocate Sponsor Credits among the individuals that the Sponsor is providing such Sponsor Credits in order to the maximize the effectiveness or desired coaching credit usage.  Personal credits will always remain your credits, subject to the usage and expiration policies above, are not subject to rebalancing or reallocation.  

 

SECTION 9- TAXES

Any fees charged to you are exclusive of taxes.  You shall be responsible for all applicable taxes in connection with your use of the Service including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties, except for those taxes based on Lucidly’s net income.  Should any payment be subject to withholding tax by any government, you will reimburse Lucidly for such withholding tax.


SECTION 10 – MODIFICATIONS TO THE SERVICE AND PRICES
Prices and available products, services, and any related tools connected to our Services are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.

SECTION 11 – PRODUCTS OR SERVICES (if applicable)
Certain products or services may be available exclusively online through the websites. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.

We reserve the right, but are not obligated, to limit the sales of our Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or services or product or service pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made through our Service is void where prohibited.

We do not warrant that the quality of any Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

SECTION 12 – ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

You agree to provide current, complete, and accurate purchase and account information for all purchases made. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 13 - OUR PROPRIETARY RIGHTS AND LICENSE

The Service contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties.

The Services is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service. You acknowledge that the Service contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Lucidly and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of Lucidly and such others. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service, shall at all times be and remain the sole and exclusive property of Lucidly.

Subject to the terms of this Agreement, Lucidly grants you a non-transferable, non-exclusive, non-sublicensable, revocable license to access and use the Service solely for your own personal use or for internal business purposes.   You agree to retain all copyright, trademark, service mark, and other proprietary notices contained in any content related to the Service.  Additionally, you agree to not a) reproduce, modify, adapt, make derivative works of, or distribute in any way any part of the Service for public or commercial purposes or, b) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any part of the Service, both of which are expressly prohibited. 

SECTION 14 – OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “AS IS” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Service is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new services and/or features through the Service (including the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service.

SECTION 15 – THIRD-PARTY LINKS
Certain content, products, and services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products or services should be directed to the third-party.

SECTION 16 – USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence, (2) to pay compensation for any comments, or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit, or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive, or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

SECTION 17 – PERSONAL INFORMATION
Your submission of personal information through the Service is governed by our Privacy Policy

SECTION 18 – ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend, or clarify information in the Service or on any related website, including without limitation pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website should be taken to indicate that all information in the Service or on any related website has been modified or updated.

SECTION 19 – PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Service or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.

SECTION 20 – DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

WE DO NOT GUARANTEE, REPRESENT OR WARRANT THAT YOUR USE OF OUR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

WE DO NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.

YOU AGREE THAT FROM TIME TO TIME WE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME OR CANCEL THE SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY US) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT ANY REPRESENTATION, WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.

IN NO CASE SHALL LUCIDLY, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, INTERNS, VOLUNTEERS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF ANY OF THE SERVICE OR ANY PRODUCTS OR SERVICES PROCURED USING THE SERVICE, INCLUDING WITHOUT LIMITATION ERRORS OR OMISSIONS IN ANY CONTENT, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO CASE SHALL LUCIDLY BE LIABLE FOR MORE THAN THE AMOUNT OF FEES THAT YOU PAID FOR THE SERVICE.  

If you are a California resident, you hereby waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” This release includes the criminal acts of others.


SECTION 21 – INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LUCIDLY AND OUR PARENT, SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, AGENTS, CONTRACTORS, LICENSORS, INTERNS, VOLUNTEERS,  AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEY FEES AT TRIAL AND ON APPEAL, MADE BY ANY THIRD-PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS OF SERVICE OR THE DOCUMENTS THEY INCORPORATE BY REFERENCE, LUCIDLY’S PRIVACY POLICY, YOUR USE OF THE SERVICE OR WEBSITES, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD-PARTY.


SECTION 22 – SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from these Terms of Service. Any such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 23 – TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of the Service and these Terms for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our sites.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and/or accordingly we may deny you access to our Service (or any part thereof). 


In the event of termination by either you and us, you will remain liable for all amounts owed, paid, or due up to and including the date of termination.

 
SECTION 24 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on our sites or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including without limitation any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 25 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you our Service shall be governed by, and construed and enforced in accordance with, the laws of the State of Oregon without regard to conflict of law principles.  These Terms of Service will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed.  Both Lucidly and you consent to the exclusive jurisdiction and venue in the state and federal courts located in Multnomah County, Oregon.  In any dispute concerning or arising under these Terms of Service, the prevailing Party will be entitled to reasonable attorneys’ fees and costs.


SECTION 26 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change, or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our websites or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 27 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at info@lucidly.org.