LucerumCarto End User License Agreement (EULA)
Applies to: LucerumCarto desktop application and associated online services
1. Definitions
1.1 “Authorized User”
means an individual who has been authorized by a Customer to access and use LucerumCarto under the applicable MSLA and whose access credentials have been provisioned or otherwise authorized by or on behalf of Lucerum.
1.2 “Customer”
means the organization or legal entity that has entered into a Master Services and License Agreement or other applicable master agreement with Lucerum governing the licensing, provision, and use of LucerumCarto and related services.
1.3 “Customer Data”
means data, information, files, records, or other materials submitted to, uploaded to, stored in, transmitted through, or otherwise processed by LucerumCarto on behalf of Customer. Customer Data is subject to the terms of the MSLA.
1.4 “Documentation”
means the user documentation, technical documentation, instructions, specifications, and other materials relating to LucerumCarto that Lucerum makes available to Authorized Users.
1.5 “Lucerum”
means Lucerum, Inc., a Delaware corporation, together with its applicable affiliates and successors.
1.6 “LucerumCarto”
means Lucerum’s proprietary desktop application, software, platform, online services, associated technology, Documentation, updates, and related components made available to Customer and its Authorized Users under the applicable MSLA.
1.7 “MSLA”
means the Master Services and License Agreement, or other written master services, subscription, licensing, or similar agreement, entered into between Lucerum and Customer that governs Customer’s acquisition and use of LucerumCarto and the related services.
1.8 “Personal Data”
means information relating to an identified or identifiable natural person that is processed in connection with an individual’s use of LucerumCarto.
1.9 “Platform”
means LucerumCarto and the Lucerum systems, applications, websites, services, and technology through which LucerumCarto is provided.
2. Relationship Between This EULA and the MSLA
2.1 Customer Relationship
LucerumCarto is licensed and provided to organizations under an MSLA. You are accessing LucerumCarto as an Authorized User designated or authorized by Customer.
2.2 Purpose of This EULA
This EULA governs your individual use of LucerumCarto and establishes the rules and restrictions applicable to you as an Authorized User.
This EULA does not replace, amend, supersede, or expand the MSLA. It is intended to operate together with the MSLA.
2.3 MSLA Controls
The MSLA governs the relationship between Lucerum and Customer, including, as applicable, licensing scope, fees, service levels, data rights, data processing, security commitments, confidentiality obligations, warranties, indemnification, limitations of liability, termination, and other commercial or contractual matters between Lucerum and Customer.
If there is any conflict or inconsistency between this EULA and the MSLA, the MSLA will control to the extent of the conflict.
2.4 No Additional Rights
Nothing in this EULA grants you or Customer any license, right, entitlement, or other authorization beyond those granted to Customer under the applicable MSLA.
2.5 Customer’s Control of Access
Customer is responsible for determining which individuals are Authorized Users and may request that Lucerum enable, modify, suspend, or revoke an individual’s access to LucerumCarto, subject to the MSLA.
3. Acceptance and Electronic Agreement
3.1 Acceptance
You accept this EULA by selecting the applicable acceptance control, such as “I Accept,” “Accept,” or equivalent, presented when you first access LucerumCarto or when you are presented with an updated version of this EULA.
3.2 Electronic Record
Your electronic acceptance constitutes your agreement to this EULA and may be recorded electronically for contractual, compliance, security, traceability, and audit purposes.
3.3 Acceptance Record
Lucerum may maintain a record of your acceptance, which may include, as applicable:
• your name or user identifier;
• the Customer associated with your account;
• the version of the EULA accepted;
• the date and time of acceptance;
• the applicable time zone;
• the authentication or account identifier associated with the acceptance; and
• other technical information reasonably necessary to establish the integrity and traceability of the acceptance event.
Such records may be retained in accordance with Lucerum’s applicable policies and the MSLA.
3.4 Refusal to Accept
If you do not accept this EULA, you must not access or use LucerumCarto. Your refusal to accept may result in your inability to access LucerumCarto.
4. Eligibility and Authorization
4.1 Eligibility
You represent that you are at least 18 years old, , and that you have been authorized by Customer to use LucerumCarto.
4.2 Authorized Use
You may use LucerumCarto only:
(a) for the purposes authorized by Customer under the MSLA;
(b) within the scope of access assigned to you; and
(c) in accordance with this EULA, the MSLA as applicable to Authorized Users, the Documentation, and Customer’s applicable policies and instructions.
4.3 No Independent Commercial Rights
You may not independently purchase, sublicense, distribute, commercialize, or otherwise grant access to LucerumCarto on behalf of yourself or any third party.
5. User Account and Credentials
5.1 Personal Account
Your LucerumCarto account and credentials are personal to you. You must not share your credentials with another person or permit another person to use your account.
5.2 Credential Security
You are responsible for maintaining the confidentiality of your credentials and for taking reasonable measures to prevent unauthorized access to your account.
5.3 Account Activity
You are responsible for activity conducted through your account, except to the extent resulting from circumstances for which you are not reasonably responsible.
5.4 Unauthorized Access
You must promptly notify Customer and, where appropriate, Lucerum at [SECURITY_CONTACT] if you believe that your credentials have been compromised or that your account has been accessed or used without authorization.
5.5 Customer Policies
You must comply with Customer’s applicable information-security, acceptable-use, privacy, data-handling, and other policies governing your use of LucerumCarto, as defined in the applicable MSLA.
6. License Grant
6.1 Limited License
Subject to this EULA and the applicable MSLA, Lucerum grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use LucerumCarto solely as an Authorized User and solely for Customer’s authorized internal purposes.
6.2 Software Is Licensed, Not Sold
LucerumCarto is licensed, not sold. Except for the limited rights expressly granted under this EULA and the MSLA, no rights in or to LucerumCarto are granted to you.
6.3 Updates
Lucerum may provide updates, upgrades, corrections, patches, or other modifications to LucerumCarto in accordance with the MSLA. LucerumCarto may automatically check for and install applicable updates.
7. Acceptable Use and Restrictions
You must not, and must not permit or assist another person to:
7.1 copy, reproduce, modify, translate, adapt, or create derivative works of LucerumCarto, as defined by the MSLA or applicable law;
7.2 reverse engineer, decompile, disassemble, decode, or otherwise attempt to derive source code, models, algorithms, trained parameters, or underlying technology of LucerumCarto, except to the extent such restriction is prohibited by applicable law;
7.3 use LucerumCarto to develop, train, support, or operate a competing product or service;
7.4 sell, sublicense, rent, lease, distribute, transfer, or otherwise make LucerumCarto available to any person who is not an Authorized User;
7.5 copy, mirror, scrape, extract, or systematically reproduce the Platform or its functionality, except as expressly permitted by the MSLA;
7.6 remove, obscure, or alter any copyright, trademark, proprietary, confidentiality, or other notices appearing in LucerumCarto;
7.7 access or attempt to access LucerumCarto, Customer Data, or another user’s account without authorization;
7.8 interfere with, disrupt, probe, scan, test, circumvent, or attempt to defeat LucerumCarto’s security, authentication, access-control, or technical safeguards;
7.9 use LucerumCarto in violation of applicable laws or regulations, including applicable privacy, data-protection, export-control, or sanctions laws;
7.10 upload, transmit, or process data that you are not authorized to use or that is unlawful, fraudulent, infringing, malicious, defamatory, or otherwise prohibited by applicable law or Customer policy;
7.11 attempt to re-identify de-identified or anonymized data except where expressly authorized by Customer and permitted by applicable law; or
7.12 use LucerumCarto for any purpose outside the scope authorized by Customer under the MSLA.
8. Customer Data and Data Handling
8.1 Customer Data
Customer, and not you personally, retains the rights and interests in Customer Data to the extent provided under the MSLA.
8.2 Authority to Upload Data
You may upload or otherwise process Customer Data through LucerumCarto only where you are authorized by Customer to do so and in accordance with Customer’s policies and applicable law and the defined in the MSLA.
8.3 Data Processing
Lucerum’s rights and obligations concerning Customer Data, including hosting, security, processing, retention, deletion, confidentiality, and data protection, are governed by the MSLA and any applicable data-processing or related agreement between Lucerum and Customer.
8.4 Personal Data Concerning You
Lucerum may process Personal Data relating to you, including account information, authentication information, acceptance records, security events, and usage or technical logs, as necessary to provide, secure, administer, and support LucerumCarto and to comply with applicable legal obligations.
Such processing is subject to Lucerum’s applicable Privacy Policy, available at https://www.lucerum.ai/lucerum-privacy-policy.
8.5 User Responsibility
You are responsible for ensuring that any data you upload or process through LucerumCarto is data that you are authorized to handle under Customer’s policies, applicable law, and any applicable consent, ethics, institutional review board, or other requirements, as defined in the MSLA.
9. Intellectual Property
9.1 Lucerum Property
LucerumCarto, including its software, source and object code, algorithms, analytical methods, signal-processing methods, connectivity and connectomics methods, biomarkers, source-imaging tools, visualizations, statistical methods, machine-learning models, data structures, workflows, dashboards, user interfaces, Documentation, and associated technology, together with all associated trademarks, logos, and branding, are and remain the property of Lucerum or its licensors.
9.2 No Ownership Transfer
Except for the limited license expressly granted under this EULA and the rights granted to Customer under the MSLA, nothing in this EULA transfers or grants to you any ownership interest or other proprietary right in LucerumCarto or Lucerum’s intellectual property.
9.3 Feedback
If you voluntarily provide suggestions, comments, or other feedback concerning LucerumCarto, Lucerum may use such feedback without restriction or obligation, provided that such use does not disclose Customer Confidential Information or Customer Data.
10. Confidentiality
10.1 Confidential Information
In connection with your use of LucerumCarto, you may receive or obtain access to non-public information concerning Lucerum, Customer, LucerumCarto, or other users.
10.2 Obligation
You must keep such information confidential and must not disclose it to any third party or use it except as necessary for your authorized use of LucerumCarto.
10.3 Customer Confidential Information
Your confidentiality obligations concerning Customer information and Customer Data are also subject to Customer’s policies and any obligations applicable to you through your relationship with Customer.
10.4 Survival
The obligations in this Section survive termination or cessation of your access to LucerumCarto for so long as the relevant information remains confidential, subject to applicable law.
11. Third-Party and Open-Source Components
LucerumCarto may include third-party software components, including open-source software, that are subject to their own license terms.
Where the license applicable to a third-party or open-source component grants rights that differ from or override restrictions in this EULA with respect to that component, the applicable third-party or open-source license will control solely with respect to that component.
A list of applicable third-party and open-source components and their relevant license terms may be made available within LucerumCarto, including under Help > About, or through other documentation provided by Lucerum.
Lucerum’s licenses for third-party components do not grant you any independent rights in such components beyond those expressly provided by the applicable third-party license.
12. LucerumCarto Is Not a Medical Device
LucerumCarto is not a medical device and is not cleared, certified, or approved as a medical device by any regulatory authority unless expressly stated otherwise by Lucerum in writing.
LucerumCarto is provided for research, analytics, visualization, and decision-support purposes. It is not intended to replace professional judgment and must not be used as the sole basis for diagnosis, treatment, triage, or other clinical decision-making without appropriate professional authorization, oversight, and independent clinical judgment.
You acknowledge that any decision made by you or Customer in reliance on information, analysis, visualization, or other output generated through LucerumCarto remains the responsibility of you and/or Customer, as applicable.
13. Availability, Changes, and Suspension
13.1 Availability
Service levels, availability commitments, support obligations, and related service commitments are governed by the MSLA and do not form part of this EULA unless expressly stated otherwise.
13.2 Changes to LucerumCarto
Lucerum may update, modify, enhance, replace, or discontinue features or components of LucerumCarto in accordance with the MSLA.
13.3 Suspension
Lucerum or Customer may suspend or restrict your access where permitted by the MSLA, including where reasonably necessary to protect LucerumCarto, Customer, other users, or data, to address a security concern, to comply with law, or because you have materially violated this EULA.
Where practicable, Lucerum will notify Customer of a suspension affecting an Authorized User.
14. Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED IN THE MSLA, LUCERUMCARTO IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS.
LUCERUM DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT LUCERUMCARTO WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR THAT ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR A PARTICULAR PURPOSE.
Nothing in this EULA limits or excludes any warranty or obligation that Lucerum has expressly undertaken toward Customer under the MSLA.
15. Limitation of Liability
15.1 No Separate Commercial Liability Regime
The commercial allocation of risk between Lucerum and Customer, including limitations of liability, exclusions of damages, indemnification, warranties, and remedies, is governed exclusively by the MSLA.
15.2 Individual User
To the maximum extent permitted by applicable law, you agree that you will not assert against Lucerum, in your individual capacity, any claim arising from LucerumCarto that would be inconsistent with the allocation of risk, limitations, exclusions, or remedies agreed between Lucerum and Customer in the MSLA.
15.3 Non-Waivable Liability
Nothing in this EULA excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
16. Term and Termination
16.1 Commencement
This EULA becomes effective when you accept it electronically or otherwise access or use LucerumCarto after being presented with the applicable version of this EULA.
16.2 Duration
This EULA remains effective for as long as you are an Authorized User and have access to or use LucerumCarto.
16.3 End of Authorization
Your rights under this EULA automatically end when:
(a) Customer revokes your authorization to use LucerumCarto;
(b) your LucerumCarto account is disabled or terminated;
(c) the MSLA no longer permits Customer to provide you with access; or
(d) you materially breach this EULA.
16.4 Consequences
Upon termination of your authorization, you must immediately cease using LucerumCarto and must not attempt to regain access through another account or by circumventing any access controls.
Termination of your individual access does not itself terminate or amend the MSLA between Lucerum and Customer.
16.5 Survival
Sections concerning acceptable use, confidentiality, intellectual property, disclaimers, limitations of liability, and any other provisions that by their nature should survive termination will survive termination or cessation of your access.
17. Changes to This EULA
17.1 Updates
Lucerum may update this EULA from time to time to reflect changes to LucerumCarto, applicable law, security requirements, or Lucerum’s practices.
17.2 Material Changes
For material changes, Lucerum may provide notice by presenting the revised EULA at sign-in, notifying Customer, or using another reasonable communication method.
17.3 Acceptance of Updated Terms
Where required by Lucerum, you must affirmatively accept the updated EULA before continuing to use LucerumCarto.
The version number and effective date displayed at the beginning of this EULA identify the version applicable to your acceptance.
17.4 Acceptance Records
Lucerum may retain a record of your acceptance of each applicable version for purposes of contractual traceability, compliance, security, and audit.
18. Governing Agreement and Disputes
18.1 MSLA Governs Customer Relationship
The governing law, jurisdiction, venue, dispute-resolution procedures, and related provisions applicable to the contractual relationship between Lucerum and Customer are established by the MSLA.
18.2 No Separate Dispute Framework
This EULA does not create a separate dispute-resolution framework that supersedes or conflicts with the MSLA.
18.3 Individual Claims
To the extent a claim is brought by an individual Authorized User and is not governed by the MSLA, such claim will be subject to the mandatory provisions of applicable law and, to the extent legally permissible, the governing-law and dispute-resolution provisions applicable to Lucerum under the MSLA.
19. General Provisions
19.1 Entire Understanding Regarding Individual Use
This EULA, together with the applicable Privacy Policy and the MSLA as incorporated by reference where applicable, establishes the terms governing your individual use of LucerumCarto.
19.2 No Amendment of MSLA
Acceptance of this EULA does not amend, modify, waive, or otherwise alter the MSLA between Lucerum and Customer.
19.3 Severability
If any provision of this EULA is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect to the maximum extent permitted by applicable law.
19.4 No Waiver
Lucerum’s failure to enforce any provision of this EULA does not constitute a waiver of its right to enforce that provision subsequently.
19.5 Assignment
You may not assign, transfer, or delegate your rights or obligations under this EULA. Lucerum may assign this EULA in connection with a merger, acquisition, corporate reorganization, sale of assets, or similar transaction, subject to the MSLA where applicable.
19.6 Export Controls and Sanctions
You must comply with applicable export-control, trade, and sanctions laws and regulations in connection with your use of LucerumCarto.
You must not use LucerumCarto from, or on behalf of a person or entity located in, a jurisdiction subject to applicable comprehensive sanctions, or in any manner that would cause Lucerum to violate applicable sanctions or export-control laws.
USER ACCEPTANCE
By selecting “I ACCEPT”, you confirm that:
1. you have read and understood this EULA;
2. you are authorized by Customer to access and use LucerumCarto;
3. you agree to comply with this EULA;
4. you understand that the MSLA between Lucerum and Customer governs the underlying commercial relationship and controls in the event of a conflict with this EULA; and
5. you understand that your acceptance will be recorded electronically, including the applicable EULA version, date and time, user/account identifier, and other information necessary for traceability and audit purposes.
Questions, claims, and support requests relating to Lucerum products and website should be directed to:
Lucerum, Inc;