Lucet Platform Terms of Use & Confidentiality Agreement

The Lucet platform (“Lucet Platform” or “Platform”) facilitates direct scheduling and measurement-based care. This Lucet User Agreement (“Agreement”) sets forth the terms and conditions pursuant to which New Directions Behavioral Health, LLC, d/b/a Lucet, and its affiliates (“Lucet”) will provide a Lucet Platform user (“User”, “you”, or “your”) access to and use of the Lucet Platform. The following terms and conditions, together with any documents they expressly incorporate by reference, govern use of the Platform, including any content, functionality and services offered on or through the Platform.

BY ACCESSING AND USING THE LUCET PLATFORM IN ANY WAY, YOU AGREE TO BE BOUND BY THE TERMS OF USE AND CONFIDENTIALITY AGREEMENT (together the “TERMS OF USE”), AND ANY DOCUMENT INCORPORATED BY REFERENCE, INCLUDING THE LUCET PRIVACY POLICY LOCATED AT https://lucethealth.com/privacy-policy/, ON YOUR OWN BEHALF OR ON BEHALF OF THE ACCOUNT OWNER. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ENTITY THAT YOU WORK FOR AND YOURSELF TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, DO NOT ACCESS OR USE THE LUCET PLATFORM.

DEFINITIONS. When used in this Agreement, all capitalized terms shall have the following meanings unless otherwise defined by applicable law:

  1. “Account Owner” means the individual who establishes the Account as well as the entity and person in whose name the Account is established. The Account Owner is responsible for the obligations and activities under the account as well as all Users, and Team Members within the Account (including without limitation payment for the Account and deletion of the Account.).
  2. “Administrator” means an individual assigned a role to perform an administrative function on the Lucet Platform, such as scheduling, user management, site management, or other administrative responsibilities.
  3. “Confidential Information” means information that is disclosed by one party to the other and that the receiving party knows is confidential to the disclosing party or that is of such a nature that someone familiar with the type of business of the disclosing party would reasonably understand is confidential to it. Without limitation, Confidential Information includes financial and other business information of either party and the Software. Notwithstanding the foregoing, Confidential Information does not include PHI or information that the receiving party can demonstrate: (i) is in the public domain or is generally publicly known through no improper action or inaction by the receiving party; (ii) was rightfully in the receiving party’s possession or known by it prior to receipt from the disclosing party; (iii) is rightfully disclosed without restriction to the receiving party by a third party without violation of obligation to the disclosing party; or (iv) is independently developed for the receiving party by third parties without use of the Confidential Information of the disclosing party.
  4. “Dispute” will have the broadest meaning possible and means any dispute, action, or other controversy between you and Lucet relating to the Software, any transaction or relationship between you and Lucet resulting from your use of the Software, communications between you and Lucet, or this Agreement – whether in contract, warranty, tort, laws, or regulations.
  5. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 and associated regulations, as may be amended from time to time.
  6. “Intellectual Property Rights” means all worldwide common law or statutory: (a) patents, patent applications, and patent rights; (b) rights associated with original works, authorship, moral rights, copyrights and all their exclusive rights; (c) rights relating to the protection of trademarks, trade secrets and Confidential Information; (d) rights associated with designs, industrial designs and any other design; (e) rights analogous to those rights set forth above and all other industrial or intellectual property rights; and (f) registrations, provisionals, continuations, continuations-in-part, renewals, reissues, reexaminations and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.
  7. “Protected Health Information” or “PHI” means protected health information as defined by HIPAA’s Privacy Rule found at 45 C.F.R. Part 160, and applicable state laws.
  8. “Software” means the products, features, applications, services, technologies, and/or software provided to you by Lucet and/or its suppliers under license or with respect to which you have access, in connection with the Platform.
  9. “Security Incident” means an incident as defined by HIPAA’s Security Rule found at 45 C.F.R. Part 160 and Subparts A and C of Part 164, and applicable state laws.
  10. “Team Member” means Account Owners’ staff, contractors, administrators, or other service providers who are granted access to the Account with the authorization of the Account Owner.
  11. “User Data” means any data or images that you or your clients or patients upload, stream or submit to the Servers, Website, or other areas of the Platform, or generated or collected on your behalf from the platform, website, or servers of third parties, including but not limited to Protected Health Information as that term is defined and used herein.
  12. “Users” means an Provider, Facility, or employee or contractor thereof; Member, Account Owner, Team Member, or either of their clients or patients.
  13. “Website” means the websites and services available from the domain and sub-domains of the Lucet Platform, and any related or successor domains and mobile applications and sites from which Lucet may offer services.

LUCET PLATFORM USER ACCESS

Eligibility. By requesting to use the Lucet Platform, User represents and warrants that (i) User is a Provider, Facility, or employee or contractor thereof; Member, Account Owner, Team Member, or client or patient of Account Owner or Team Member; (ii) you have not been suspended or removed from the Platform; and (iii) you have the legal capacity to enter into these Terms of Use.

Registration and Access. Access to the Platform requires a User to register for and obtain an account. You may be asked to provide information about yourself such as your name, phone number, email address, TIN, valid NPI, state, and time zone. You are responsible for maintaining the confidentiality of your username and password and for any and all activities that occur under your account. At no time will you share your username or password with others, including others within your practice or place of business. You agree to immediately notify Lucet at Compliance@lucethealth.com of any unauthorized use of your account or any breach of security of which you become aware. You may be held liable for losses incurred by Lucet or any other user of or visitor to the Lucet Platform due to the use of your username, password or account by another person or entity. You will maintain accurate profile information and may not use anyone else’s username, password or account. Lucet cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Access to the Lucet Platform is granted at Lucet’s sole discretion and may be revoked at any time. Lucet reserves the right to terminate your access to the Lucet Platform in the event that you violate these Terms of Use, or for any reason whatsoever. Additionally, you agree to the following:

  1. You will immediately notify Lucet and your organization’s Lucet Administrator upon any change in your status with your organization or practice that would affect your need to access the Platform.
  2. If at any time you become aware that your Password has been compromised, or if someone else uses your information to log into Lucet, you will immediately notify Lucet and your organization’s Lucet Administrator.
  3. If you have reason to believe that a third party attempted to inappropriately gain access to information via the Lucet Platform, you will immediately notify Lucet and your organization’s Lucet Administrator. You will only use the Platform as intended and will not access information or submit requests for personal, non-business, reasons.
  4. You will only use the Lucet Platform to access the minimum necessary amount of information needed to accomplish your business purpose.
  5. It is your responsibility to maintain internet access and a web browser that supports modern web technologies and standards such as Safari, Chrome or Microsoft Edge.
  6. You will treat the information entered into the Lucet Platform and the information obtained from the Platform as highly confidential, and will maintain Protected Health Information (“PHI”) according to the privacy and security standards set forth in the Health Information Portability and Accountability Act of 1996 and its implementing regulations, the HITECH Act, 42 C.F.R. Part 2, state law confidentiality provisions, and the Confidentiality Agreement below.
  7. Lucet will take no responsibility for computer hardware or software owned by individuals, organizations, or entities other than Lucet who decide at their own risk to pursue business activities through the use of the Lucet Platform or any other method external to the properties of the Platform.
  8. User agrees to not send or store infringing or unlawful material through the Lucet Platform, violate the privacy of any third party or use the Platform to deceive, defraud, misrepresent, harass, abuse, threaten, or incite violence towards any individual or group.
  9. Access to Lucet extranet information is granted at Lucet’s sole discretion and may be revoked at any time. Lucet reserves the right to terminate your access in the event that you violate these Terms of Use, or for any reason whatsoever, including but not limited to harassment, inappropriate or unethical behavior.
  10. Lucet is not responsible for any errors or delays in transmission that may occur prior to the receipt of the transmission by Lucet. Access to the extranet information network may be unavailable without notice at any time. Lucet is not liable for any damages that may result from such errors, delays, or unavailability.

USER DATA

Any information that User uploads or transmits to Lucet through the Lucet Platform, whether by telephone, email, text message, direct data entry or other communication channel, is deemed to be “User Data”.

User represents and warrants that it has appropriate and applicable consents, permissions and authorizations to upload, download, or transmit all User Data, including any User Data that constitutes personal data or Protected Health Information (as defined under applicable law). Lucet may store User Data in compliance with the Lucet Privacy Policy located at https://lucethealth.com/privacy-policy/.

User grants to Lucet the worldwide, perpetual, irrevocable, royalty-free right and license to (i) use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, redistribute, transmit, perform and display such User Data (in whole or part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or for other purposes as outlined in the Privacy Policy; (ii) use any ideas, feedback, concepts, know-how, or techniques contained in any communication User sends to Lucet via the Platform or by any other means for any purpose whatsoever; and (iii) collect, store, access, distribute, sublicense, modify and use aggregate or deidentified data derived from User Data in connection with Lucet business operations, such as to improve Lucet and to improve its products and services. In all cases such right of use is subject to the Lucet Privacy Policy with respect to any User Data that constitutes personally identifiable information as defined by law.

The rights granted to Lucet under this Section shall survive termination or expiration of this Agreement.

CONFIDENTIALITY AGREEMENT

Nothing in this Terms of Use is intended to hinder the manner in which Protected Health Information is used within your practice, or in the administration of health care, provided such use complies with the Health Information Portability and Protection Act of 1996 (“HIPAA”) and its implementing regulations, 42 C.F.R. Part 2, and all other state and federal laws that dictate how such information can and should be used.

  1. Obligations of User. User shall directly comply with the 1) applicable requirements found in the Privacy Rule (“Standards for Privacy of Individually Identifiable Health Information found at 45 CFR Parts 160 and 164, Subparts A and E.”), 2) the privacy provisions of the Health Information Technology for Economic an Clinical health (HITECH), 3) the administrative, technical and physical safeguards, documentation requirements and policies and procedures of the Security Rule (“Security Standards and Implementation Specifications found at 45 CFR Parts 160 and 164, Subpart C”) and 4) other privacy and security provisions or regulations required by federal and state law.
  2. Permitted Uses and Disclosure. User may only create, acquire, collect, transmit, use, disclose or maintain to perform services as specified under the Lucet Platform Terms of Use, provided that any use or disclosure would not violate the Privacy Rule or Security Rule if disclosed by Lucet. User may also:
    • Use PHI for the proper management and administration of User or to carry out the legal responsibilities of the User; and
    • Disclose PHI for the proper management and administration of User or to carry out the legal responsibilities of the User if 1) The disclosure is required by law or 2) The User obtains reasonable assurances from the recipient of the PHI that the PHI disclosed will be held confidentially and used or further disclosed only as required by law or for the purpose for which it was disclosed to the recipient and the recipient notifies the User of any instance of which it is aware in which the confidentiality of the information has been breached.
  3. Restrictions on Permitted Uses and Disclosures. User may not create, acquire, use, disclose or maintain PHI received from or created on behalf of Lucet except as permitted by this Agreement or as required by law. User will ensure and will be fully responsible and liable for ensuring that the creation, acquisition, use, disclosure or maintenance of PHI by User is in a manner that is expressly set forth in this Agreement and that maintains the privacy and security of the information. User will limit all uses and disclosures of PHI to the minimum amount necessary to accomplish the intended purpose of the use or disclosure. User will be responsible for making sure any individual, employee, or entity with access to PHI is fully aware of the restrictions and obligations in this Agreement with respect to PHI.
  4. Safeguards. User shall use appropriate safeguards, including but not limited to, policies, procedures, training and documentation requirements to prevent the unauthorized use or disclosure of Lucet’s PHI as required by the Security Rule and §13401 of HITECH. User shall maintain a comprehensive information privacy and security program that includes administrative, technical and physical safeguards appropriate to the size and complexity of the User’s operations and the nature and scope of its activities. User shall provide a copy of and evidence of such safeguards to Lucet upon request.
  5. Notification of Breach. User shall provide written notice to Lucet of any use or disclosure of PHI not provided for by this Agreement and of any Security Incident of which it becomes aware and any additional follow-up documentation or information requested by Lucet. In the event an unauthorized use, disclosure or Security Incident constitutes a Breach of Unsecured Protected Health Information, User will report the Breach to Lucet without unreasonable delay and in no case later than five (5) business days after the User’s discovery. The User shall be considered to have discovered an unauthorized acquisition, access, use, or disclosure of PHI, or successful Security Incident on the first day on which such Breach is known to User or should have been known to User after exercising reasonable diligence. User shall send the written notice to Compliance@lucethealth.com, and include at a minimum, all of the following:
    • The name and address of the person or entity that received PHI from the unauthorized use, disclosure or Security Incident
    • The date the unauthorized use, disclosure or Security Incident occurred
    • The date the unauthorized use, disclosure or Security Incident was discovered
    • The nature of the unauthorized acquisition, access, use, disclosure or Security Incident
    • The type and description of PHI involved
    • Who made the unauthorized use or disclosure and/or who received the unauthorized disclosure
    • Any Information necessary to enable Lucet to assess the risk of harm to those individuals whose information is involved in the unauthorized disclosure
    • The steps User has taken or will take to mitigate harm from the unauthorized acquisition, use or disclosure
    • The corrective actions that User has taken or will take to prevent further unauthorized acts

User agrees to fully cooperate with or perform additional investigation and supplement the notice required under this Section with any new information that becomes available. Upon request, Lucet shall have access to any additional information to enable Lucet to meet its obligations with respect to an unauthorized acquisition, use, or disclosure of PHI or Security Incident.

6. Substance Use Disorder Information. User acknowledges that it may receive Substance Use Disorder PHI that is protected under 42 CFR Part 2. User agrees that to the extent such PHI is protected by 42 CFR Part 2, User will fully comply with the federal provisions. Notwithstanding, User will only use or disclose Substance Use Disorder PHI in compliance with the provisions in 42 CFR Part 2 and applicable state law.

MODIFICATION, TERMINATION, SUSPENSION

This Agreement shall be effective as of the date and time you agree to this Agreement and continue until terminated in accordance with the Terms of Use. Lucet may change, terminate, modify, suspend, disrupt, discontinue the Platform or any portion thereof, or use of the Platform by any User at any time for any reason and without notice to the User. In such event, these Terms of Use shall apply to any and all new and modified services. User agrees and acknowledges that Lucet will not be liable for any of the aforementioned actions and/or for any losses and/or damages caused by the aforementioned actions. Decisions to terminate and/or prevent your use of the Lucet Platform or any services provided through the Platform for any reason and for any period of time are at the sole discretion of Lucet. Upon termination of these Terms of Use, the license and rights granted hereunder shall terminate completely and User shall cease to use the Lucet Platform.

CHANGES TO LUCET PLATFORM

To improve the Platform and its usefulness, Lucet may add services or make changes to the existing services at any time without notice and makes no commitment to update the information contained herein. In such event, these Terms of Use shall apply to any and all new and modified services.

CONTENT

All text, data, trademarks, service marks, logos, and computer code (collectively “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel,” and the arrangement or layout of the Content, contained in Lucet or used in relation to Lucet is owned, controlled by, or licensed to Lucet, except as otherwise indicated. Any use of Lucet or Content is prohibited without the prior written consent of Lucet. Use or misuse of these trademarks, service marks or logos is expressly prohibited and may violate federal and state law. Please be advised that Lucet actively and aggressively enforces its intellectual property rights to the fullest extent of the law. You agree not to copy, reproduce, distribute, republish, download, display, post, or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording, or other means, Content without the prior written consent of Lucet and/or the appropriate owner.

DISCLAIMER

Content and other information contained on Lucet has been prepared by Lucet as a convenience to its Users and is not intended to constitute advice or recommendations upon which a User may rely. Lucet has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the timeliness, accuracy, completeness, or adequacy of the Content or other information contained in or linked to Lucet.

USE OF THE LUCET PLATFORM IS ENTIRELY AT YOUR OWN RISK. NEITHER LUCET NOR ITS OWNERS OR AFFILIATES ARE RESPONSIBLE FOR THE CONSEQUENCES OF RELIANCE ON ANY INFORMATION CONTAINED IN OR SUBMITTED TO LUCET, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THESE MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LUCET SHALL NOT BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES OR LOST PROFITS, WHICH MAY RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THESE MATERIALS LUCET MAKES NO WARRANTY THAT THE CONTENT IS AVAILABLE, ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED.

LIMITATION OF LIABILITY

USER UNDERSTANDS AND AGREES THAT LUCET WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM USER’S USE OR INABILITY TO USE THE PLATFORM, OR CONTENT, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO TRIDIUUM, OR CONTENT. USER UNDERSTANDS AND AGREES THAT ITS USE OF THE PLATFORM IS PREDICATED UPON ITS WAIVER OF ANY RIGHT TO SUE LUCET AND ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE PLATFORM.

INDEMNIFICATION

To the fullest extent permitted by applicable law, User agrees to defend, indemnify, and hold harmless Lucet, its affiliates or their respective contractors, directors, officers, employees, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, and assignees, from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys fees and litigation expenses) relating to or

arising from these Terms of Use, User’s use of Lucet, User’s fraud, violation of law, or willful misconduct, and any breach by User of these Terms of Use.

DISPUTE RESOLUTION

In the event of a Dispute (as defined in the Terms of Use) between you and Lucet (including any Dispute over the validity, enforceability, or scope of this dispute resolution provision), other than with respect to claims for injunctive relief, the Dispute will be resolved by binding arbitration in accordance with the Payor Provider Healthcare Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”), or the Dispute shall be waived. Notwithstanding the foregoing, in no event may any arbitration or other legal proceeding be initiated more than one (1) year following the date the initial written notice of the Dispute is sent. The arbitration hearings shall be conducted in the state where the provider is providing service and shall be handled by a single arbitrator who has expertise in managed care, particularly in the operations of health maintenance organizations. The arbitrator shall have no authority to award any punitive or exemplary damages, or to vary or ignore the terms of this Agreement and shall be bound by governing law. The arbitrator shall prepare in writing and provide to the parties an award including factual findings and the legal reasons on which the award is based. The parties shall divide equally the cost of the arbitration, including, but not limited to the arbitrator’s fee and any related administrative fees and charges. The parties shall each bear their respective attorneys’ fees and costs incurred in the arbitration. Each party knowingly acknowledges and agrees that the foregoing constitutes a waiver of their constitutional right to a jury trial. The arbitration and any information obtained in connection with this Agreement or through discovery shall be confidential and neither the parties nor the arbitrator may disclose such information to third parties without the written consent of the parties, except that the parties may disclose such information as necessary to seek confirmation of the arbitration award, to enforce any judgment entered on account of the award or as otherwise is required by law; however, the parties may make such disclosure as is necessary to their respective auditors, accountants, attorneys and insurers.

GENERAL PROVISIONS

Remedies. User acknowledges and agrees that any breach of this Agreement may cause injury to Lucet for which money damages would be an inadequate remedy and that, in addition to remedies at law, Lucet is entitled to equitable relief as a remedy for any such breach.

Modifications. Lucet reserves the right to change, modify, supplement or update these Terms of Use at any time without prior notice by posting the changes, modifications, supplements or updates on Lucet. User’s continued use of the Lucet Platform constitutes User’s acceptance of these changes, modifications, supplements or updates.

No Agency Relationship. No agency or partnership relationship is created by the Parties to this Agreement. User has no authority to bind Lucet or enter into any agreements or contracts on behalf of Lucet and shall not represent, either explicitly or implicitly, that User possesses any such authority.

Assignment. User may not assign these Terms of Use to any third party without Lucet’s prior written consent.

Governing law and jurisdiction. These Terms of Use will be governed by and construed in accordance with the laws of the State of Missouri, without reference to its choice of law rules. By accessing, viewing, or using Lucet, you consent to the jurisdiction of the federal and state courts presiding in Kansas City, Missouri, and agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available. Lucet is controlled and operated by Lucet within the United States. Lucet makes no representation that materials Content and or links in Lucet are appropriate or available for use in other locations, and access to them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations do so on their own volition and are responsible for compliance with applicable local laws.

Waiver. The failure of a Party to enforce any rights granted under this Agreement or to take action against the other Parties in the event of breach shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Severability. In the event that any provision of this Agreement shall be determined illegal or otherwise unenforceable, such provision shall be severed and the balance of this Agreement shall continue in full force and effect.

Entire agreement. This Agreement constitutes the entire agreement of the parties with respect its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, with respect to such subject matter.