Terms of Service
lucemio (also known as “lucemio LLC”) provides services available at our website www.lucemio.com (the “Site”). Use of the Site and our services including any service, application, plugin, component, functionality or program provided now or in the future (“Service” or “Services”) is governed by these Terms of Service (“Terms”). These Terms apply to Client (also referred to as “You” or “Client”), Client’s employees (“Employee Users”) and third party users (“Third Party Users”) (collectively “Users”) utilizing Client’s Account (as hereinafter defined).
BY COMPLETING THE REGISTRATION PROCESS TO SUBMIT AN ORDER, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) HAVE THE AUTHORITY TO OR ARE DULY AUTHORIZED TO BIND CLIENT TO THESE TERMS AND CONDITIONS; AND (iii) HAVE READ, UNDERSTAND AND AGREE
ON BEHALF OF CLIENT TO BE BOUND BY THESE TERMS
Description of Service
The Service is an online outsourcing service that offers business process outsourcing (BPO) to legally incorporated American and Canadian organizations. lucemio is constantly innovating the Service in order to provide its clients with the best possible experience, and lucemio reserves the right to update the Service at its sole discretion and to add or delete features, from time to time. Unless otherwise specified, the Service is provided solely on an annual or project basis which must have a clearly delineated duration that would be accepted or declined at lucemio’s sole discretion.
Modifications to this Agreement
lucemio, at its sole discretion, reserves the right to change, modify, amend or otherwise alter this
Agreement at any time. Client and technical support is available at firstname.lastname@example.org.
From time to time, lucemio may offer certain promotional offers including referral programs. lucemio
reserves the right to discontinue or modify coupons, credits, promotional offers, and referral
programs at its sole discretion and without notice.
If You begin the registration process to order Services but fail to complete the process, lucemio may
contact You in an effort to successfully guide You through this process. You hereby authorize
lucemio to make such contact, even if You ultimately determine not to register for the Service.
User Accounts and Responsibilities
A User Account is required for an individual to access and utilize online aspects of the Service under your Client Account. To establish a User Account, the User (or the Client on behalf of User) must complete a
registration process by providing lucemio with current, complete and accurate information as
prompted by the registration form. In registering Users for the Service, Client agrees that it and its
Users will submit accurate, current and complete information and promptly update such information
Should lucemio suspect that any User information is not accurate, current or complete, lucemio
reserves the right to suspend or terminate the Client’s and/or the User’s usage of the Service without any refund. Each User must choose a personal, non-transferable password. User accounts cannot be shared or used by more than one individual.
You are solely responsible for any and all activities that occur under your Client Account,
including ensuring that You and all Users exit or log-off from the Service at the end of each session
of use and ensuring that You and your Users have all necessary rights in and to the Data and
information submitted to the Service under your Client Account. You shall notify lucemio
immediately of any unauthorized use of your Client Account or any User password or any other
breach of security that is known or suspected by You. Client agrees to indemnify and hold
lucemio harmless against any claim and/or liability resulting from Client’s failure to comply with
the responsibilities set forth in this Section.
Uploaded Data & Other Transferred Information
Client retains all rights to any and all of Client’s or its Users’ original raw data or original materials that are uploaded through our Site. lucemio shall not own or license any original raw data or original materials that You or your Users include in Uploaded Data and submit to the Service.
In our continuous efforts to improve our Service we make, and will continue to make, constant efforts
to identify, consolidate, and disseminate, in a way that does not identify our clients in any way
shape or form, various industry best practices that are made possible by the methods, processes,
models or anything else that we collect from our Clients through the normal course of fulfilling our Service. These client sourced best practices will be consolidated with the best practices that are formulated by lucemio’s own research and development and would not be identifiable to any particular client and would be revealed in aggregate form only. As such, lucemio reserves the right and by using the Service You agree to extend the right for lucemio to leverage any methods, processes, models or anything else that You may provide us with by Uploading Data to our Site or by any other means that You may make it available to lucemio. In allowing lucemio to use You any methods, processes, models or anything else that You may upload, or share with us through any other means, You also agree to indemnify and hold lucemio harmless against any claim and/or liability resulting from such use of acquired methods, processes, models or anything else we feel might be useful to be utilized for our clients in a way that’s generalized and associated with any particular client.
lucemio will not edit or disclose any information regarding You or your Client Account, including
any Uploaded Data, without your prior written permission, except as permitted by this Agreement or
as required by applicable law. lucemio, however, will have unfettered access to Uploaded Data, or any
other information that You may make available to us through any other means, as is necessary for us
to fulfill our Service. lucemio may access your account to respond to service or technical problems or
as stated in this Agreement or required by applicable law.
You, not lucemio, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness and copyright of all Uploaded Data, and of any other information that You provide
to lucemio through any other means, and lucemio shall not be responsible or liable for the deletion,
correction, destruction, damage, loss or failure to store any Uploaded Data, or any other information
that You provide lucemio through any other means, that may be initiated by You or one of your
You, not lucemio, shall also have the sole responsibility for providing lucemio with the data
and information it requires to fulfill its Service to You. lucemio shall have no responsibility to remind You of when data or information is due for the fulfillment of Service and if lucemio chooses to do so, it
does so as a courtesy only and not as a requirement.
In situations where You do not submit data or information (through consultations or any other
means) to lucemio by its stated or deadlines previously agreed to by You and lucemio, then lucemio shall not be responsible or liable for not providing You with Service for the deliverables specific to those stated deadline(s).
You agree to strip all raw data and any other information to be provided to lucemio of any and all
confidential information, including but not limited to credit card numbers, bank account
numbers, personal mailing addresses, personal phone numbers, individual health records, social
security numbers, and any other information that could be deemed as confidential by a
reasonable person and that would be unnecessary for us to fulfill our Service to You before it is
provided to lucemio for Service fulfillment. You agree to indemnify and hold lucemio harmless
against any claim and/or liability resulting from interception of confidential data in the event
lucemio agrees to provide You with the requirements and deliverables that you select during the
registration process and through lucemio’s BPO Resource Request form(s) and to make those available to You in the form of reports and/or presentations or through other reasonable deliverables through your personal folder which You have will have access to by using our Service or through any other previously agreed to delivery channels that lucemio and You have previously agreed to.
lucemio reserves the right to decide in what form to provide You the reports and/or presentations or other reasonable deliverables for the requirements and deliverables that You selected during the registration (sign up) process. You are responsible for downloading your reports and/or presentations or other deliverables once notification of their completion is made available to You and to do so within the time period that will be indicated in your notification and to sign-off on the completion of your requirements and deliverables through email notification. You agree that any reports and/or presentations and deliverables that You have been notified of may be deleted in the event You have not downloaded and signed off on them within the period indicated within your notification and You agree that lucemio will not be required to make them available to You after this period has lapsed.
You also agree that lucemio is not responsible for providing You with nor maintaining historical
reports and/or presentations and deliverables that You may have not downloaded or signed off on from a previous time period after notification has been made available to You. lucemio reserves the right to send You updated and revised reports and/or presentations and deliverables in the event we uncover any errors within prior reports and/or presentations and deliverables that may have gone unnoticed by You or lucemio.
lucemio reserves sole and exclusive ownership over any methods, processes, models or anything else
of a proprietary or non-proprietary nature that is developed in the course of fulfilling our Service to
You. We have no obligation to disclose or to provide You with any of the methods, processes,
models or anything else that lucemio uses in the course of fulfilling its Service to You and in the event that we do so it is at our sole discretion, in which case You agree to keep our methods, processes and/or models or anything else that we disclose on a strictly confidential basis.
Given the nature of our Service it is highly probable and as such likely that each potential client that approaches us for Service will have differing needs. As a consequence, and as is common of professional services in general, we must ensure that the finalized pricing we provide to potential clients reflects the underlying particulars and complexities of each client engagement which will likely vary widely on a case-by-case basis. As such, we must undertake careful and customized pricing for each client in order to provide a free and final quote before proceeding. Therefore, any initial quotes or pricing you receive through our website does not reflect final pricing. The dynamic Pricing Tables shown throughout our website may vary and do not reflect final fees you should expect to pay including for but not limited to setup fees, integration fees, overage fees, usage fees, Additional Reviews fees, and other potential fees. The dynamic Pricing Tables shown throughout our website presents baseline and speculative figures for our core service fees and Additional Reviews fees (if so selected) as well as an estimate for sales tax (if applicable), excluding setup fees and other potential fees, and are shown in monthly amounts for your convenience but all core service fees and any other applicable fees will be billed solely on an annual basis and again all fees will vary from what is shown on our website and is not guaranteed. The dynamic Pricing Tables on our website do not reflect nor in any way, shape or form guarantee what your final pricing may be for our core service fees or Additional Reviews fees. Additional fees may be applied for any changes requested that deviate from the structure of previously agreed upon deliverables. Estimated potential cost optimization, i.e., savings of up to 30%, will also vary on a case-by-case basis due to factors that are likely well beyond our reasonable control.
Finalized pricing will be disclosed to You within a separate Service Level Agreement sent to You which will supersede these Terms, unless otherwise noted, and codify the scope of our mutual requirements before being able to fulfill our Service to You. As such, registration for our Service and acceptance of these Terms does not obligate You to use nor pay for our Service but merely begins the formal process to thoroughly evaluate your needs and establishes the restrictions in using online aspects of our Service specific to uploading and downloading data. Upon receipt of your online order (registration) lucemio will setup a free consultation with You, that You agree to being recorded, in order to finalize your requirements and deliverables after which point in time lucemio will work on customized and finalized pricing that reflects your precise requirements and send you a separate Service Level Agreement with said finalized pricing to be executed by your team within five (5) business days if You wish to proceed in formally requesting and paying for our Service.
Billing and invoicing terms may vary to reflect the particulars of a client engagement but we generally will require a 50% deposit. The remaining 50% is due upon your virtual BPO resource(s) being assigned or your BPaaS Workflows going live. All setup fees are due upfront in their entirety and all finalized pricing will reflect pricing on an annual basis or reflect the agreed upon duration of any projects You wish for us to fulfill on your behalf with specific details to be covered in your separate Service Level Agreement. You will be billed automatically on a recurring basis, specifically the 1st of the thirteenth month for one (1) year plans and on the 1st of the twenty-fifth month for two (2) year plans once your currently selected plan’s term lapses and billing will reflect the prevailing rates at that time unless You cancel at any time prior to the end of when the then current plan is set to renew. Projects will have a clearly defined duration and will not be billed on an automatic recurring basis unless otherwise agreed to in a separate Service Level Agreement. In all cases, billing will begin, excluding setup or other upfront fees that are due immediately, when your virtual BPO resources are assigned to you or when your BPaaS Workflows go live. All fees paid to lucemio are nonnegotiable and nonrefundable unless You believe a billing error has been made that you have notified lucemio of within 60 days of noticing such an error on the first billing statement for which You believe such a billing error was made. Given that lucemio does not issue refunds please ensure that You exercise caution before proceeding in agreeing to any separate Service Level Agreement that binds you to use and pay for our complete Service.
Sales and Use Tax Responsibility
Currently, lucemio isn’t required to determine, calculate and collect sales and use tax on behalf
of our clients nor is lucemio obligated to report, file, and remit any sales and use taxes to the tax authorities within a client’s state UNLESS we have a physical location or official representation in that client’s state. As such, please take notice that even if the sales tax amount reported to you by our system and emails or invoices states $0.00 it DOESN’T mean that you don’t owe sales and use tax for your city and/or state or other tax authorities. It’s your sole responsibility, as a client, to determine, calculate, report, file, and remit the accurate sales and use tax associated with the services you purchase from lucemio in any city and/or state where we lucemio doesn’t have a physical location or official representation. Please consult your tax advisor for more information as it relates to your sales and use tax determination, calculation, reporting, filing, and remittance. In states where lucemio is obligated to collect sales and use tax, then you, the client, are fully and solely responsible for the full payment of any sales and use tax that must be collected for the services that you purchase from lucemio. If lucemio must determine, calculate, collect, report, file and remit the sales and use tax associated with your purchase for your jurisdiction, we may collect that full sales and use tax at that time but we also reserve the right to collect any sales and use tax associated with any of your historical orders for which sales and use tax were supposed to be collected by lucemio but for whatever the reason were not collected at that time, as such we may collect and you agree to fully pay for any future orders’ sales and use tax when it’s billed and for any retrospective sales and use tax owed for any orders previously billed to you where full sales and use tax was not collected but was in fact was required to be collected and reported by lucemio.
Refusal of Service
lucemio reserves the right to partially refund core fees and additional reviews fees, but not upfront paid setup fees, at any time for any unused time period for which Service was already paid for by using a pro-rata basis (based on unused full business days within a month and/or months) minus a 70% penalty fee to be applied to the calculated pro-rata amount for breaching this provision and refuse Service if in lucemio’s sole discretion we determine that the specific Client request is something that lucemio finds unreasonable to perform or if a lucemio representative(s) is treated unprofessionally by the Client. You acknowledge and agree to have understood that lucemio’s Service is not meant for ad-hoc requests reflective of constantly changing and sporadic tasks but rather is meant to assist You in completing specific, defined and recurring requirements and deliverables that you and lucemio previously agreed upon. The Client agrees that by using lucemio’s Service, that its request for Service will be reasonable, and their interactions with lucemio representatives always professional, and that it will not hold lucemio liable in the event lucemio refuses to continue to perform Service. In the event, and only in the event, that lucemio initiates cancellation on the basis of the client constantly changing previously agreed upon requirements and deliverables and/or engaging in unprofessional conduct towards a lucemio representative, all of which is to be determined in lucemio’s sole discretion, then lucemio will partially refund the client account for any unused time period for which Service was already paid for by using a pro-rata basis (based on unused full business days within a month and/or months) minus a 70% penalty fee for breaching this provision to be applied to the calculated pro-rata amount. You agree that all upfront setup fees are not refundable to You under any circumstance whatsoever.
User Conduct and Restrictions
Except to the extent permitted by applicable law, Client may not modify, distribute, prepare
derivative works of, disassemble, reverse engineer, decompile or otherwise attempt to decipher any of the methods, processes, data models or anything else used by lucemio in connection with the Service and/or any other aspect of the lucemio’s methods, processes, data models, or technology.
Client shall not market, offer to sell, sell and/or otherwise resell the Service to any third party.
Client agrees, on behalf of itself and its Users, not to use the Service (a) to review, harvest, collect,
gather or assemble information or data regarding other users, including email addresses, data,
reports and/or presentations or other deliverables without their consent; (b) to transmit through the Service any material that may infringe the intellectual property rights or other rights of third parties, including trademark, copyright or right of publicity; (c) transmit any material that contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs, cancelbots; (d) to interfere with or disrupt servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) to attempt to gain unauthorized access to the Service, other accounts, computer systems or networks connected to the Service through
password mining or any other means; (f) to harass or interfere with another user’s use, privacy, and
enjoyment of the Service; (g) to submit to or store in the Service any Protected Health Information
unless the Client has informed lucemio in advance and executed a Business Associate Agreement
in the form determined by lucemio, or (h) to make any representations with respect to lucemio or this
Agreement (including, without limitation, that lucemio is a warrantor or co-seller of any of Client’s
products and/or services). All judgments concerning the applicability of these restrictions and any
responses to violations thereof shall be at the sole and exclusive discretion of lucemio.
lucemio has no obligation to monitor the Service or any User’s use thereof or retain the content of
any User session. However, lucemio reserves the right at all times to access, acquire, use, delete,
monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law,
regulation, legal process or governmental request, and such action is considered to be authorized by
Client, and Users, shall use any and all personal folders made available to them by lucemio, for
the sole and expressed purpose of uploading only the data, and any other information, that is
expressly requested by lucemio and for the sole and expressed purpose of downloading reports
and/or presentations and deliverables that are completed by lucemio. Any data, or other information, beyond what lucemio allows contained within any personal folder(s) will be deleted at lucemio’s sole discretion, and may result in Client and Users being automatically charged penalty fee(s) for any data, or any other information, that was uploaded into personal folders without lucemio’s expressed consent. Client may only access their personal folder, not anyone else’s, failure to comply may result in immediate cancellation of Service with no possibility of any refund whatsoever. By using our Site and Service, You agree to strictly abide by, and to be subjected, to these terms.
Term and Termination
This Agreement shall commence on the Effective Date for which the Client registers for the
Service and continues for the duration agreed upon by the Client and lucemio or until terminated by the Client or cancelled by lucemio. lucemio, in its sole discretion, may terminate your password, account or use of the Service and remove and discard any Uploaded Data, and other information provided to us, within the Service if You fail to comply with this Agreement. You may terminate your Client Account at any time, however, You will not receive any refund of any portion of your Fees paid to lucemio. Upon termination of this Agreement You will immediately discontinue all access and use of the Service. Neither party shall be liable for any damages resulting from a termination or cancellation of this Agreement outside of what is stipulated in the aforementioned Refusal of Service provision.
Upon termination, You may request a file with your most recent reports and/or presentations and deliverables, which lucemio will make available to You for free. You must make such request within five (5) days after termination. lucemio shall have no obligation to maintain any Uploaded Data, or any other information that You provide to us through any other means, stored in your Client Account or to
forward any Uploaded Data, or any other information that You provide us through any other means,
to You or any third party after five (5) days after termination has occurred.
Except for the rights granted herein, You have no right, title or interest in or to the Service or any intellectual property rights related thereto. You agree that lucemio or its licensors retain all proprietary rights, title and interest, including intellectual property rights, in and to the Service, including, without limitation, all modifications, enhancements, derivative works, configuration, translations, and any other changes made to the Site and Service.
You agree to indemnify, defend and hold harmless lucemio, and their respective current and future officers, directors, employees, attorneys, representatives, contractors, licensors, advisors, third-party providers and agents, and their respective successors, heirs and assigns (the “Indemnitees”), from and against any and all claims, costs, damages, losses, deficiency, liabilities and expenses or obligation of any kind or nature (including attorneys' fees and costs and other expenses of litigation) incurred by or imposed upon the Indemnitees or any one of them in connection with any claims, suits, actions, demands or judgments arising out of or in connection with your use of the Service (including the Uploaded Data and any other information that You provide to lucemio through any other means whatsoever) or breach of Agreement (including, but not limited to, actions in the form of tort, warranty, or strict liability).
Disclaimer of Warranties
THE SERVICES ARE PROVIDED BY LUCEMIO ON AN ”AS IS” AND “AS AVAILABLE” BASIS. LUCEMIO DOES NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICE WILL BE TIMELY, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (II) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR (III) ERRORS OR DEFECTS WILL BE CORRECTED. ALL OTHER CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY LUCEMIO.
Limitation of Liability
IN NO EVENT SHALL LUCEMIO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID BY THE CLIENT TO LUCEMIO REFLECTIVE OF THE THREE (3) MONTH PERIOD, TO BE CALCULATED ON A MONTHLY PRO-RATA BASIS BASED ON CORE FEES AND ADDITIONAL REVIEWS FEES ONLY AND NOT ANY SETUP FEES, IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL LUCEMIO BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, INTERCEPTION OF CLIENT CONFIDENTIAL DATA AND/OR OTHER MATERIALS OR INFORMATION) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO YOUR USE OR INABILITY TO USE THE SERVICE OR FOR ANY DATA, REPORTS, PRESENTATIONS, DELIVERABLES OR SUGGESTIONS OR ADVICE OBTAINED FROM OR THROUGH THE SERVICE, EVEN IF LUCEMIO HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS ABOVE MAY NOT APPLY TO YOU.
Compliance with Laws
Client and all Users agree to comply with all applicable local, state, national and foreign laws,
rules and regulations in connection with their access and/or use of the Service under this Agreement.
Client shall comply with all legal duties applicable to Client as a data controller by virtue of
Client submitting Uploaded Data to or storing Uploaded Data within the Service. Specifically,
Client shall provide the relevant persons and/or participants with all information or notices
Client is required by applicable privacy and data protection law to provide and, if necessary,
obtain the consent of or provide choices to such persons and/or participants as required by
lucemio controls and operates the Service from its location in the United States using servers in the
U.S. and potentially in other countries. As a U.S. company, lucemio and its Service are subject to the
U.S. economic sanctions and export control laws and regulations. lucemio makes no representation
that the Service is appropriate or available for use in other locations. By using the Service outside of
the U.S., You agree that You are solely responsible for compliance with all applicable laws, including
without limitation export and import regulations of the U.S. and other countries. You further agree
that no information or data acquired through the use of the Service is or will be acquired for,
shipped, transferred, exported or re-exported, directly or indirectly, to proscribed or embargoed
countries or their nationals, nor is or will be used for nuclear activities, chemical biological weapons or
missile projects, unless specifically authorized by the U.S. Government for such purposes. You further
acknowledge that Uploaded Data may be stored on or routed through servers located outside the
United States. You shall comply strictly with all U.S. export control and economic sanctions laws and
regulations (including, without limitation, the U.S. International Traffic in Arms Regulations, the U.S.
Export Administration Regulations and regulations administered by the Department of the Treasury’s
Office of Foreign Assets Control) applicable to transfers of such Uploaded Data and assume sole
responsibility for obtaining licenses to export or re-export as may be required. lucemio shall have no
liability for your failure to comply with such laws, regulations, licenses or other authorizations in
relation to the Service and/or the Uploaded Data. Notwithstanding any other provision in this
Agreement, lucemio shall have the right to terminate this Agreement immediately upon the
determination by lucemio that Client is not in compliance with US export laws or violates any
government privacy and/or data protection laws.
Third Party Interaction; Links to Third Party Sites
In connection with your use of the Service, You may enter into correspondence with, purchase goods
and/or services from, or participate in promotions of advertisers or sponsors showing their goods
and/or services through the Service. Any such activity and any terms, conditions, warranties or
representations associated with such activity, are solely between You and the applicable third party.
lucemio shall have no liability, obligation or responsibility for any such correspondence, purchase or
promotion between You and any such third-party.
lucemio does not endorse any sites on the Internet that are linked through the Service. lucemio is
providing these links to You only as a matter of convenience, and in no event shall lucemio be
responsible for any content, products or other materials on or available from such sites, unless they
are lucemio’s social media pages and actual content specific to and authored by lucemio and not the social media company.
This Agreement shall be governed by Connecticut law, and all disputes, actions, claims or causes of
action related to this Agreement or the Service shall be brought only in the federal and state courts
located in Hartford, Connecticut.
You are aware and fully agree that lucemio reserves the right, at its sole discretion, to change, modify, amend or otherwise alter its Terms of Service at any time.
You and lucemio are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment relationship between the parties.
You may not assign your rights or delegate your duties under this Agreement either in whole or in
part, unless specifically agreed to in writing by lucemio, and any such attempted assignment or
delegation shall be void.
For all purposes of this Agreement and the operation of the Service, lucemio shall be entitled to rely
on its reasonable and good faith determination of an individual’s or administrator’s authority to act
on behalf of Client.
Neither party will be responsible for any delay, interruption or other failure to perform under this
Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist.
Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes,
hurricanes, floods); wars, riots, terrorist activities and civil commotions; activities of local exchange
carriers, telephone carriers, wireless carriers, Internet service or VoIP providers and other third parties;
explosions and fires; embargoes, strikes and labor disputes; governmental decrees; and any other
cause beyond the reasonable control of a party.
If at any time continued provision of the Service would compromise the security of the Service due,
without limitation, to hacking attempts, denial of service attacks, mail bombs or other malicious
activities, Client agrees lucemio may temporarily suspend the Service.
lucemio may provide Client with notice via telephone, email or electronic signature via
an electronic agreement, regular mail and/or postings on the lucemio website.
The failure of a party or lucemio in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal
or unenforceable, such provision shall be severed from this Agreement, and the other provisions
shall remain in full force and effect. In this case, the parties agree to comply with the remaining terms
of this Agreement in a manner consistent with the original intent of the Agreement.
Captions and headings are used herein for convenience only. Captions and headings are not a part
of this Agreement and shall not be used in interpreting or construing this Agreement.
The English language version of this Agreement shall be the controlling version and is incorporated
by reference into any translation of this Agreement. Any translation or other language version of this
Agreement shall be provided for informational purposes only.
Pronouns contained in this Agreement shall apply equally to the feminine, neuter and masculine
genders. The singular shall include the plural, and the plural shall include the singular.
For purposes of this Agreement:
“Agreement” means these Terms of Service as may be amended from time to time and any other
“Client” means the legal entity or individual that enters into this Agreement. Client is also
referred to in this Agreement as “You”.
“Client Account” means a storage account for the use of the Service assigned to a Client and
registration and payment related data.
“Effective Date” means the date of electronic acceptance of this Agreement by Client.
“Protected Health Information (PHI)” has the definition set forth in the Standards for Privacy of
Individually Identifiable Health Information at 45 CFR Parts 160 and 164, Subparts A and E, as
amended from time to time.
“Uploaded Data and other information” means any files and data, or any other information, that
Client or User uploads into Client Account for storage or transfer to third parties, or provides
to lucemio through any other means so that it may fulfill its Service, but not any other data, including,
without limitation, registration and relationship information that lucemio collects to do business with
Client and to improve the Service.
“User Account” means an individual’s account for use of the Service that is affiliated with a Client
“Original Raw Data” means datasets as first and as originally presented and made available to lucemio by the client with no alteration whatsoever made to it by lucemio.
“Original Materials” means any and all information or materials first and as originally presented and made available to lucemio by the client with no alteration whatsoever made to it by lucemio.
“BPO Resource form” is the form made available to the client by lucemio during the registration process that is essential in being able to fully capture a client’s specific and precise requirements and deliverables before finalized pricing can be calculated and a determination can be made if lucemio can in fact accept the client’s request for Service.
“Registration” means the process by which a client approaches lucemio, irrespective of whether it’s online or not, to solicit Service by providing client information so that lucemio can make a determination if said client can be served.
“Service Level Agreement” means a separate agreement that will be drafted by lucemio to reflect a client’s specific and precise requirements and deliverables. This separate agreement would include finalized pricing and terms and conditions that supersedes these Terms of Service in areas of pricing, refunds and service delivery whereas these Terms of Service would provide guidance on how the client can use our Site and online aspects of our Service as it relates to use of our Cloud storage for uploading and downloading manually created reports, dashboards, and other requirements and deliverables.
“Client engagement” means all of the activities reflective of lucemio’s interactions with a client to deliver agreed upon requirements and deliverables as would be stipulated in a Service Level Agreement.
“Virtual BPO Resources” means all of the services offered by lucemio and as described on our Site inclusive of BPaaS Workflows, Part-time Analysts/Resources, Full-time Analysts/Resources, and Project Based Analysts/Resources.
“Core Fees” means fees attributable to the specific labor invested on behalf of a physical Analyst/Resource to execute manual requirements and/or deliverables and that exclude setup fees or any other fee including but not limited to Additional Reviews Fees.
“Additional Reviews Fees” means an optional service, to be requested and selected at the sole discretion of the client, which allows for more frequent reviews by a Relationship Manager, the number of which is to be determined at lucemio’s sole discretion, and that also includes a 30 minute conference call between the client, the resource and the Relationship Manager. For lucemio’s BPaaS Workflows solution, the selection of Additional Reviews will result in creation of a monthly manual report that “rolls up” up all of a client’s dashboards and reports into one Summary presentation. This report would be discussed with the client during a 30 minute call every single month.
“Pro-rata” means a ratio calculation whereby an unused portion of an agreed upon term is the numerator and the entire agreed upon term inclusive of used and unused term for an entire Service agreement serves as the denominator to calculate a percentage applied to the agreed upon value of the agreement, as stipulated in the Service Level Agreement, and then reduced by a 70% penalty fee. The “unused portion” of an agreed upon term can refer to unused business days and/or months.
Please forward all inquiries to the following:
For all questions, and to receive a response with two (2) business days, please email us at:
We’ll respond to all physical correspondence within 30 days. Please forward all physical
correspondence to our mailing address at:
176 Amity Road, No. 154
Woodbridge, CT 06525
Still have questions?
Email and LiveChat are the best ways to reach us, as they help us lower costs and pass on the savings to you, but if you still have questions then please reach out to us at: 1-844-LUCEMIO.
1 Data Encryption – security encryption provided by leading vendors but level of encryption may vary. File transfers are encrypted using either Secure Socket Layer (SSL) or Transport Layer Security (TLS) encryption protocols and up to AES 256-bit encryption. This is the same functionality used by banks and
popular e-commerce services for secure communication. Stored files saved on our vendor’s servers
are also encrypted for an additional layer of security. GoDaddy SSL leverages SHA-2 and 2048-bit encryption to protect any information provided through our online registration process.
2 Final Pricing – any initial quotes or pricing you receive through our website does not reflect final pricing. The dynamic Pricing Tables shown throughout our website may vary and do not reflect fees you should expect to pay including for but not limited to setup fees, integration fees, overage fees, usage fees, Additional Reviews fees, and other potential fees. The dynamic Pricing Tables shown throughout our website presents baseline and speculative figures for our core service fees and Additional Reviews fees (if so selected) as well as an estimate for sales tax (if applicable), excluding setup fees and other potential fees, and are shown in monthly amounts for your convenience but all core service fees and any other applicable fees will be billed solely on an annual basis and again all fees will vary from what is shown on our website and is not guaranteed. The dynamic Pricing Tables on our website do not reflect nor in any way, shape or form guarantee what your final pricing may be for our core service fees or Additional Reviews fees. Additional fees may be applied for any changes requested that deviate from the structure of previously agreed upon deliverables. Final pricing must reflect the underlying particulars and complexities of each client engagement which will likely vary widely on a case-by-case basis. As such, we must undertake careful and customized pricing for each client in order to provide a free and final quote before proceeding. Estimated potential cost optimization, i.e., savings of up to 30%, will also vary on a case-by-case basis due to factors that are likely well beyond our reasonable control.
3 Referral Program – lucemio’s Referral Program is available only to clients who have fully paid for their annual plans irrespective of Resource Type. These clients will be credited a one time $1,000 credit for their first referral and $500 thereafter for each additional referral up to 3 additional referrals for a potential cumulative one time annual discount not to exceed $2,500. Your discount will be applied to your account within sixty (60) to ninety (90) days after your full annual invoice(s) have been fully paid through an accepted payment method of our choosing. In order to be eligible for lucemio’s Referral Program your referee (the person you referred) must also elect an Annual Plan, irrespective of Resource Type, and must also have fully paid their annual invoice(s) through an accepted payment method of our choosing. Also, if your referee does not indicate that you referred them during the sign up process, then you will be ineligible for your discount and no exceptions can be made for these two aforementioned conditions. lucemio LLC reserves the right to change the terms and conditions of its Referral Program, with or without notice, and it also reserves the right, at its sole discretion, to discontinue its Referral Program but such changes will not be retroactively applied to your account.
4 Philanthropy – percentage to be applied to annual cash collected, net all annual expenses and taxes, for the fiscal year with donations to be made within 60 calendar days after our fiscal year close. lucemio reserves the right to change this policy by increasing or decreasing or suspending donations, if in its sole
discretion, should it be viewed as operationally necessary or warranted. lucemio also has sole
discretion in determining how and to who donations will be allocated among its list of nonprofits
which lucemio may choose to keep on a strictly confidential basis. lucemio LLC’s support of those
nonprofits listed on our Philanthropy webpage does not in any way constitute an endorsement,
expressed or implied, by these nonprofits of any of lucemio’s services nor of lucemio LLC, nor does it
reflect an endorsement by lucemio LLC of any of these nonprofits’ opinions or political positions.