Terms of Service and End User License Agreement

If you are a client of Lumea Digital, or if you use any of Lumea Digital’s products, your use constitutes agreement to these Terms of Service.

You (“You” or “Your”) have been designated as an “Authorized End User” of Lumea’s BxLink, Viewer+, or other of Lumea’s software services and products (the “Tool”, “Tools”, or “Platform”), by Lumea (the “Company” or “Lumea”), or a party authorized by Lumea to do so (such other party, “Licensee”). Your access to the Tool(s) has been granted in connection with your employer, or the person or entity who has engaged your services (collectively, “Employer”) entering into or being subject to an agreement or terms and conditions relating to the access and/or use of the Tools. Your use of the Tools is contingent upon your acceptance of and adherence to this End User License Agreement (the “EULA”) and the other Terms of Service found at www.lumeadigital.com/tos. 

You acknowledge and understand that the Tool(s) have not been approved by the U.S. Food and Drug Administration as a clinical tool for medical advice, diagnosis, or treatment. You are personally responsible for following all regulatory guidelines and your own judgment in your use of the Tools. You shall not use the Tools in violation of any law, regulation, or rule.

Your status as an Authorized End User may be revoked or suspended at any time and for any reason by Lumea, Licensee or your Employer. The personal information and credentials that identify you and authenticate your access to the Tools are unique to you. You shall not share or otherwise provide any access to, or use of, the Tools, any features or functionality of the Tools or any Documentation to any person or entity, including another Authorized End User, for any reason. You must notify Licensee and Lumea immediately of any unauthorized access to, or use of, your credentials, or any other breach of security of which you become aware.

Your right to use the Tools only extends to the functions for which you are provided access, including as described in “Documentation” produced by Lumea, such as user manuals, technical manuals and any other materials which describe the specifications or operation of the Tools. You shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Platform or any access credentials related thereto.

Any use or attempted use beyond these limits is strictly prohibited, and you shall not attempt to remove, disable, circumvent, or otherwise create or implement any workaround to these limits or access controls. Any such action by you will be considered a breach of this agreement, and you may expose you or your Employer to severe penalties and liability.  Specifically, you shall not, and shall not permit any other person or entity to:

a. copy, modify, or create derivative works or improvements of the Platform, whether or not patentable;

b. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform;

c. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code or design of the Platform, in whole or in part;

d. bypass or breach any security device or protection used by the Platform, or access or use the Platform other than as an Authorized End User through the use of his or her own then-valid access credentials;

e. input, upload, transmit, or otherwise provide to or through the Platform any information or materials that is unlawful or injurious, or contains, transmits, or activates any viruses, malware, or any other type of harmful code;

f. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Platform, in whole or in part;

g. remove, delete, alter, or obscure any trademarks, specifications, documentation, end user agreements, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;

h. access or use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other user of the Platform), or that violates any applicable law;

i. use the Platform, directly or indirectly, in any manner that confers on any third party any intellectual property rights therein;

j. access or use the Platform for purposes of competitive analysis of the Platform, the development, provision, or use of a competing service or product, or any other purpose that is to Lumea’s detriment or commercial disadvantage; or 

k. otherwise access or use the Platform beyond the scope of the authorization granted under this EULA or any other agreement governing the access and use of the Platform.

If You become aware of any actual or threatened activity prohibited by these EULA terms, You shall immediately (a) take all reasonable and lawful measures within your respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Platform and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access), and (b) notify Lumea of any such actual or threatened activity.

The Tools make use of electronic signatures in compliance with 21 CFR Part 11. The symbols and processes associated with any document you electronically sign in the Tools with the intent to sign or authenticate the document through electronic means, shall have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system. You acknowledge and accept accountability and responsibility for actions initiated under your electronic signature. 

The Tools are provided for access and use only by Authorized End Users located within the United States. As such, you are prohibited from using it outside of the United States unless Lumea has otherwise authorized international use by Authorized End Users of Company in writing.

All aspects of the Tools or Platform, including among other things, its design, function, Documentation, and all Confidential Information (as defined below) are considered “Lumea Intellectual Property”. Equipment, products, and materials provided by Lumea or marked with the Lumea brand are also considered Lumea Intellectual Property. Except for the limited right to access and use the Platform, nothing herein grants any right, title, or interest in and You do not acquire any ownership, right, title and interest in the Lumea Intellectual Property or any other rights thereto through your use of the Tools and the Documentation, other than the right to use such items as expressly described in this EULA. You acknowledge Lumea’s ownership in, and the validity and enforceability of, all of Lumea Intellectual Property and agree to not challenge, oppose or otherwise contest the same.  Furthermore, any feedback or ideas provided by you to Company or Lumea while using the Tools and any Documentation become the property of Lumea and may be incorporated into Lumea Intellectual Property without payment or attribution. You agree to promptly disclose to Lumea any derivative works or improvements relating to the Platform, created, conceived, reduced to practice or developed by you or on your Employer’s behalf during the period of access to the Platform and for a period of one year thereafter, which derivative works or improvements Lumea may incorporate into the Platform, in its sole and absolute discretion without payment or attribution. You hereby unconditionally and irrevocably assign to Lumea the entire right, title and interest in and to any intellectual property rights that You may now or hereafter have in or relating to the Platform (including any rights in or relating to any derivative works or improvements relating to the Platform created, conceived, reduced to practice or developed by you (or your Employer) during your period of access to the Platform (and for a period of one year thereafter), whether held or acquired by operation of law, contract, assignment or otherwise.

You shall not attempt to analyze, copy, decompile, reverse engineer, disassemble, decode, modify, translate, adapt, or in any way make a derivative work of any Lumea Intellectual Property, nor shall you assist or enable others to do the same. You shall honor any trademarks and copyrights represented within Lumea Intellectual Property, and shall not remove, delete, alter, or obscure any trademarks or proprietary rights notices included on or in Lumea Intellectual Property. You shall not use Lumea Intellectual Property for purposes of competitive analysis, the development of a competing product or service, or any other purpose that is to Lumea’s commercial disadvantage. 

As an Authorized End User, Lumea will share with you on occasion “Confidential Information”, which includes all Lumea Intellectual Property, any other information marked as “confidential” or which is otherwise identified as “confidential” when it is disclosed to you, as well as any information that a reasonable person would consider confidential at the time of its disclosure. You agree to use Confidential Information only for authorized purposes in your use of the Tools and not to share it with any other person or entity, other than another Authorized End User who needs to know such Confidential Information for purposes of exercising the rights and performing the obligations of your Employer and has been informed of the sensitive nature of the Confidential Information. If you cease to be an Authorized End User, you must promptly return or destroy all Confidential Information in your possession. You must maintain the confidentiality of all Confidential Information, in any form, even after your use of the Tools comes to an end. As a condition to being provided with any disclosure of, or access to, Confidential Information, You will (i) not access or use Confidential Information other than as necessary to exercise your rights or perform your obligations under, and in accordance with this EULA, (ii) safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care your Employer uses to protect similarly sensitive information and in no event less than a reasonable degree of care; and (iii) promptly notify Lumea of any unauthorized use or disclosure of Confidential Information and take all reasonable steps and cooperate with Lumea to prevent further unauthorized use or disclosure.

Data collected and stored about you, your devices used to access the Tools, and your use of the Tools is owned by you. You agree that Lumea may use such information for any purpose related to your use of the Tools, including but not limited to, improving the performance of the Tools, developing new features, updates or products, verifying your compliance with the terms of this agreement, and enforcing Lumea’s rights, including all Lumea Intellectual Property rights.

Data relating to patients collected, stored, or uploaded by you to the Tools, created by you using the Tools, or otherwise received by Lumea in connection with your use of the Tools, including information, results, plans, sketches, text, files, links, images, photos, videos, audio files, notes and other materials (collectively “Pathology Data”) retains its original ownership. You, directly or through your Employer, hereby grant a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right to use the Pathology Data for the purpose of your use of the Platform and by providing Pathology Data to Lumea, you confirm that you have the right to do so and that Lumea has the right to use the Pathology Data in the performance of its duties relating to the operation of the Tools. Lumea also retains the right to use such data for any other purpose not prohibited by the Health Insurance Portability and Accountability Act of 1996 and, in the event Lumea conducts data analysis with any third-party tools, that any personally identifiable information is anonymized and deidentified.

THE TOOLS ARE PROVIDED TO YOU “AS IS”, WITHOUT ANY WARRANTY AS TO FUNCTION, DEFECTS, AVAILABILITY, OR SUITABILITY TO PURPOSE. IN NO EVENT WILL Lumea OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE LICENSORS, LICENSEES, OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE TOOLS. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER ANY AGREEMENT TO WHICH YOUR EMPLOYER OR COMPANY IS A PARTY, INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT Lumea OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS, LICENSEES, OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE TOOLS SHALL BE SOLELY PURSUANT TO THE APPLICABLE AGREEMENT GOVERNING SUCH RELATIONSHIP, AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.

This agreement is governed by, and construed in accordance with, the internal laws of the State of Utah without giving effect to any choice or conflict of law provisions or rule that would require or permit application of the laws of any jurisdiction other than those of the State of Utah. Any legal suit, action, or proceeding arising out of or relating to this agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Utah in each case located in Salt Lake City and County of Salt Lake, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

In the event of expiration or termination of the Agreement, or upon Lumea’s request in connection with the suspension, termination or access denial address in the following section, Member shall immediately cease all use of the Platform and (a) promptly return to Lumea, or at Lumea’s written request destroy, all documents and tangible materials relating to the access and use of the Platform or Lumea Confidential Information, (b) permanently erase all such documents, tangible materials and Lumea Confidential Information from all systems Member directly or indirectly controls, and (C) certify to Lumea and Lumea Customer in a signed written instrument that it has complied with the requirements of this section.

Lumea may, directly or indirectly, by use of any lawful means, suspend, terminate or otherwise deny You or any other person access to or use of all or any part of the Platform, without incurring any resulting obligation or liability, if (a) Lumea receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Lumea to do so, or (b) Lumea believes, in its good faith and reasonable discretion, that (i) You have failed to comply with any material term of this EULA or any other terms and conditions applicable to You or your use of the Platform, or has accessed or used the Platform beyond the scope of the rights granted to You or for a purpose not authorized under this EULA or any other terms and conditions applicable to Your access to or use of the Platform, or in any manner that does not comply with any material instruction or requirement of the Platform; (ii) You are, have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) this EULA and your access to the Platform is terminated. This section does not limit any of Lumea’s other rights or remedies, whether at law, in equity, or under the EULA.

The terms of this EULA shall indefinitely survive the termination or expiration of your use and access, unless Lumea expressly waives, in its sole and absolute discretion, in writing all or a portion of the survivability of the EULA terms.

Version 3/2024

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