Updated: March 2020
Thank you for using Lucidity
Please read these Terms carefully. By using Lucidity or signing up for an account, you’re agreeing to these Terms, which will result in a legal agreement between you and Lucidity (“Agreement”).
Lucidity (Get Lucidity Limited, company no. 11846628) (“Lucidity,” “we,” or “us”) is an online strategy platform (the “App”) that allows you to create, manage and communicate your strategy. We offer this App via http://getlucidity.com (our “Website”)and any other web site or application owned, operated or controlled by us. These will be referred to as the “Service”.
As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “User” (“you”) according to this Agreement.
If you have any questions about our Terms please let us know.
In order to use the Service, you must:
• be at least eighteen (18) years old and able to enter into contracts;
• agree to these Terms;
• be using the Service in the course of a business i.e. not as a consumer;
• provide accurate, complete contact and billing information.
You may only use each Lucidity account for the benefit of a single company or entity that you are part of or which you represent (e.g. as a strategy consultant). A separate account must be set up for each end customer. Accounts cannot be shared between companies. If you sign up for an account on behalf of a third-party company or other separate entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
Lucidity may refuse to provide the Service, close accounts of any Users, and change eligibility requirements at any time.
When you sign up for an account and agree to these Terms, the Agreement between you and Lucidity is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Lucidity account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first.
3. Closing Your Account
You or Lucidity may terminate the Agreement at any time and for any reason by terminating your Lucidity account or giving notice to the other party. We may suspend the Service to you at any time, with or without cause, subject to these Terms.
Unless otherwise agreed or specified in these Terms, we won’t refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, like a breach or any violation of the Agreement. If your account is inactive for 12 or more months, we may automatically terminate the account. Once your account is terminated for any reason, you acknowledge and agree that we may permanently delete your account and all the data associated with it, including your Content. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.
We may change any of the Terms by posting revised Terms on our Website. Unless you terminate your account, the new Terms will be effective immediately and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time.
5. Account and Password
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Lucidity is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity.
Please immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password via our automated systems.
We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.
6. Account Disputes
We don’t know the inner workings of your organization or the nature of your personal relationships. You must not request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with any other party involved.
We decide who owns an account based on the Content (defined below) in that account, and if multiple people or entities are identified in the Content, then we’ll rely on the contact and profile information listed for that account. In cases where differing contact and profile information is present, we’ll require you to resolve the matter through proper channels outside of Lucidity.
When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account.
7. Paid Monthly Plans
Once you select your Monthly Plan, Lucidity will never automatically upgrade or downgrade your Monthly Plan without your agreement. You will always have the option to upgrade to a higher tier at any time. If you upgrade during a billing cycle, you may elect to upgrade your package, and your monthly charge for that billing cycle will be calculated based on the number of days in that billing cycle during which you were at each of the lower tier and the higher tier.
You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier (including any applicable additional charges for the higher tier).
When you sign up for a Monthly Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each calendar month, based on the date that you started your Monthly Plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”).
If any part of a month is included in the Term, then payment is required for the full month. You may choose to close your account permanently at any time.
8. Paid Annual Plans
Once you select an Annual Plan, Lucidity will never automatically upgrade or downgrade your Annual Plan without your agreement. You will always have the option to upgrade to a higher tier at any time. If you upgrade during a billing cycle, you may elect to upgrade your package, and your annual charge for that billing cycle will be calculated based on the number of days in that billing cycle during which you were at each of the lower tier and the higher tier. You do not have the option to downgrade to a lower tier on an Annual Plan.
When you sign up for an Annual Plan, you agree to pay the full annual costs on the date you sign up with additional Users being added and paid for on the date they are created in a pro-rata manner for the remainder of the billing year.
10. Debit and Credit Cards
As long as you’re a User with a Monthly Plan or an Annual Plan, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we’re authorized to deduct any charges on your account against the new card.
Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we’re unable to process your card order, we’ll try to contact you by email and suspend your account until your payment can be processed.
We’ll give you a refund for a prepaid month if we stop providing the Service and terminate your account without cause. You won’t be entitled to a refund or credit from us under any other circumstances. We may, at our sole discretion, offer a refund, discount or credit.
12. Billing Changes
We may change our fees at any time by posting a new pricing structure to our Website or in your account and/or sending you a notification by email. Changes will take effect for your account at the start of your next billing cycle. Quoted fees don’t include sales or other transaction-based taxes of any kind.
13. Proprietary Rights Owned by Us and by You
We own all proprietary rights in the Service and Website, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights. You will respect our proprietary rights in the Service and Website, and you may only use our brand assets and other intellectual property as expressly permitted in these Terms. Lucidity IPR belongs to and shall, as between the parties, remain in the sole ownership of Lucidity and/or its licensors. You may not store, copy, process, modify, adapt, edit, host, publish online or otherwise use any Lucidity IPR. In no circumstances shall you make any use of or reverse engineer any Lucidity IPR independently of Lucidity.
LUCIDITY™ is a registered trademark of Get Lucidity Limited (no. UK3445250). Nothing in these Terms grants or implies any licence to you to use our name, trademarks, service marks or other brand assets in the course of trade or to imply any endorsement, partnership or other trading association between us.
15. Right to Review Content
We may anonymise, view, copy the Content create algorithms and programs to provide and improve the Service.
16. General Rules
By agreeing to these Terms, you promise to follow these rules:
• You’ll comply with these Terms
• If you use our API, you’ll comply with our API Use Policy
Lucidity doesn’t allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To this end, we may suspend or terminate your account if you create or distribute any Content that we determine, in our sole discretion, contains either of the following:
• A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
• Hateful Content. This means any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either: an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm; a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
If you violate any of these rules, then we may suspend or terminate your account.
We do not warrant that the Service will not include Content posted by you or others that offends the above policy but rely on any abuse being reported as below.
17. Reporting Abuse
If you think anyone is violating any of these Terms, please notify us immediately. If you think anyone has posted material that violates any protected marks or copyrights, then you can notify us by emailing firstname.lastname@example.org
18. Bandwidth Abuse/Throttling
You may only use our bandwidth for your Content. We provide image and data hosting only for your use of the Service, so you may not host images on our servers for anything else. We may throttle your sending or connection through our API at our discretion.
19. Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, EU data privacy laws (including the General Data Protection Regulation) (“EU Data Privacy Laws”), United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws.
20. Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Website; (ii) we and our employees, contractors and suppliers (our “Team”) won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, our total liability to you arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
Notwithstanding the above, we do not limit our liability for death or personal injury or for any other liability that may not be limited at law.
21. No Warranties
To the maximum extent permitted by law, we provide the Service as-is. This means that, except as expressly stated in these Terms, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, which are, to the fullest extent permitted by law, excluded from the Agreement. Since Users use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs. The Service is designed for business users and not for consumer use.
You agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us. (Indemnity is an agreement to compensate someone for a loss.)
23. Equitable Relief
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
24. Subpoena Fees
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team aren’t responsible for the behavior of any third parties, linked websites, or other Users.
You may not assign any of your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity at our discretion.
27. Choice of Law
The law of England and Wales, except for conflict of laws rules, will apply to any dispute related to the Agreement or the Service. You acknowledge and agree that any dispute related to the Agreement or the Service itself will be decided by the English courts and each party consents to personal jurisdiction in those courts.
28. Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control including any act of God, war or military action, terrorism, sanction, strike, acts of hackers, third-party internet services providers, fire, natural disaster but excluding financial incapacity.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us and by You, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.
If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.
33. Further Actions
You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.
34. Notification of Security Incident
If we become aware of a security incident related to our systems or databases that contain personal information of you or your contacts, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Lucidity for such incident.
Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Website. Any notice to us will be effective when delivered to us along with a copy to our legal counsel: Attn. Legal Department, Get Lucidity Ltd, 30-31 Devonshire Place, Brighton, BN2 1QB, or any addresses as we may later post on the Website.
36. Entire Agreement
These Terms make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings.