Terms of Service
Effective Date: June 18, 2025
THESE TERMS OF SERVICE (the "Agreement") GOVERN CUSTOMER'S ACCESS TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY LUCID SPRING, INC. ("Lucid Spring"). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, CUSTOMER AGREES TO BE BOUND BY THESE TERMS.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer") AND REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF NOT, THEY MUST NOT ACCEPT THIS AGREEMENT OR USE THE SERVICE. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. THE PARTIES AGREE AS FOLLOWS:
1. The Service
1.1 Service Description
Lucid Spring is a software platform that connects professionals to expert insights and structured knowledge, enabling faster and higher-quality research across industries (the "Service"). All content posted, uploaded, or stored by Users is considered a "User Submission." Lucid Spring may also offer templates, support documents, or reference content ("Lucid Spring Content"). The underlying software code is proprietary and not provided to Customer.
1.2 Customer's Subscription
Customer may access the Service under a subscription, as outlined in one or more ordering screens ("Order(s)"). Use of the Service is for internal business purposes only by Customer-authorized users ("Users").
1.3 Ownership
Lucid Spring retains all right, title, and interest in the Service, Software, Lucid Spring Content, documentation, and all related intellectual property ("Lucid Spring Materials").
1.4 Permissions
User roles and permissions are configurable by Customer. Lucid Spring is not responsible for any misconfigured permissions.
2. Restrictions
2.1 Customer Responsibilities
Customer is responsible for User behavior and access security unless compromised by vulnerabilities in the Service.
2.2 Use Restrictions
The Service may not be copied, reverse-engineered, sublicensed, modified, or used in violation of law or to build competing products.
3. Third-Party Applications
The Service may integrate with third-party tools (e.g., GitHub, Slack). Lucid Spring disclaims responsibility for those tools. Customer is solely responsible for any data shared with such third-party applications.
4. Payment Obligations
4.1 Fees
Customer agrees to pay fees as outlined in Orders. Fees are non-refundable.
4.2 Payment
Fees are charged via credit card or ACH by Lucid Spring or its third-party processor.
4.3 Taxes
Fees exclude taxes, which Customer must pay unless exempt.
4.4 Failure to Pay
Access may be suspended for nonpayment. Disputes must be submitted within 60 days of the billing statement.
5. Term and Termination
5.1 Term
Subscriptions begin on the Subscription Start Date and continue for the duration outlined.
5.2 Termination
Either party may terminate for uncured material breach with 30 days' notice.
5.3 Post-Termination
Lucid Spring may delete all Customer data after 30 days unless otherwise requested.
5.4 Survival
Sections relating to ownership, confidentiality, limitations of liability, and data survive termination.
6. Warranties and Disclaimers
6.1 Warranties
Customer warrants that its submissions comply with applicable laws.
6.2 Disclaimer
THE SERVICE IS PROVIDED "AS IS." LUCID SPRING DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. Limitation of Liability
LUCID SPRING WILL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES EXCEEDING THE FEES PAID IN THE PRECEDING TWELVE (12) MONTHS.
8. Confidentiality
8.1 Definition
Confidential Information includes non-public business or technical information, including all Customer Submissions and Service features.
8.2 Obligations
Each party must protect the other's Confidential Information using reasonable care and may only use it to fulfill obligations under this Agreement.
8.3 Legal Disclosure
Required disclosures must be preceded by notice (unless legally prohibited).
8.4 Feedback
Lucid Spring may use Feedback provided by Customer to improve the Service, without restriction.
9. Data
9.1 User Information
Customer grants Lucid Spring the right to store and process User Information (e.g., emails, IPs) as necessary to operate the Service.
9.2 User Submissions
Customer retains ownership of submissions but grants Lucid Spring the right to use them solely to provide the Service.
9.3 Service Data
Lucid Spring may use anonymized and aggregated usage data for improvement and analytics.
9.4 Security
Lucid Spring employs reasonable security practices. Notwithstanding the foregoing, Customer is responsible for maintaining appropriate security, protection, and backup of its own hardware, software, systems, and Customer Data.
10. General Terms
10.1 Publicity
Lucid Spring may identify Customer and use Customer's name, logo, trademarks, or service marks on its website and marketing materials unless Customer opts out by written request.
10.2 Force Majeure
Neither party is liable for delays due to uncontrollable events.
10.3 Service Changes
Lucid Spring may update the Service but not materially reduce core features. Updates to these Terms require 30 days' notice.
10.4 Relationship
The parties are independent contractors.
10.5 No Third-Party Rights
No third-party beneficiaries are intended.
10.6 Notices
Notices should be sent via email to leeds@lucidspring.com or provided through the Service.
10.7 Amendment
Changes must be in writing and accepted by both parties.
10.8 Severability
If any part of this Agreement is invalid, the rest remains in effect.
10.9 Assignment
Neither party may assign this Agreement without the other's written consent, except in a merger or sale.
10.10 Governing Law
Delaware law governs this Agreement. Disputes will be handled in New Castle County, Delaware courts. Jury trials are waived.
10.11 Entire Agreement
This Agreement, including Orders and referenced policies, is the full agreement between the parties.
To view this agreement online, visit: https://www.lucidspring.com/terms
To view our privacy practices, visit: https://www.lucidspring.com/privacy
For all inquiries, contact: leeds@lucidspring.com