ilumenIQ LLC
Please read this End User License Agreement carefully before accessing or using the ilumenIQ platform. By clicking “I agree,” or by accessing or using the platform, you agree to be bound by every provision of this agreement, including the mandatory arbitration provision and class action waiver in Section 13, which affect your legal rights. If you do not agree, do not click “I agree” and do not access or use the platform.
Article 1 — Acceptance, Scope, and Eligibility
1.1 Parties. This End User License Agreement (this “Agreement” or this “EULA”) is a binding contract between ilumenIQ LLC, a North Carolina limited liability company having its principal office at 1235 East Blvd, Suite E519, Charlotte, North Carolina 28203 (“ilumenIQ,” “we,” or “us”), and the individual person who accepts it (“User” or “you”). ilumenIQ and User are each a “Party” and together the “Parties.”
1.2 Nature of Your Access. You are being granted access to the ilumenIQ software platform (the “Platform”) as an Authorized User of a mental health, behavioral health, or wellness practice or organization (your “Customer”) that has entered into a Master Subscription and License Agreement with ilumenIQ (the “MSA”). Your right to access the Platform derives entirely from your Customer’s subscription and from your Customer’s designation of you as an Authorized User. This Agreement governs your individual conduct; it does not confer on you any right of access independent of your Customer’s subscription.
1.3 Relationship to the MSA. This Agreement supplements and does not supersede the MSA. As between ilumenIQ and your Customer, the MSA governs. As between ilumenIQ and you individually, this Agreement governs. Nothing in this Agreement modifies your Customer’s obligations under the MSA, and nothing in the MSA relieves you of your obligations under this Agreement. In the event of a conflict between this Agreement and the MSA with respect to the rights and obligations of your Customer, the MSA controls.
1.4 Eligibility. By accepting this Agreement, you represent and warrant that: (a) you are at least eighteen (18) years of age and of legal majority in your jurisdiction; (b) you have the legal capacity to enter into a binding contract; (c) you are an employee, contractor, owner, or agent of your Customer and have been authorized by your Customer to access the Platform; (d) you are not a client, patient, or former client or patient of your Customer accessing the Platform in that capacity; and (e) you are not accessing the Platform on behalf of, or for the benefit of, any competitor of ilumenIQ.
1.5 Acceptance and Version Records. You accept this Agreement by clicking “I Agree” at first login and, thereafter, upon each material revision. ilumenIQ records the date, time, user identity, and version of each acceptance. Your click-acceptance constitutes a valid electronic signature under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq., and the North Carolina Uniform Electronic Transactions Act, N.C. Gen. Stat. § 66-311 et seq.
1.6 Revisions. ilumenIQ may revise this Agreement from time to time. If ilumenIQ makes a material revision, ilumenIQ will present the revised Agreement to you at your next login and require your acceptance before you may continue to use the Platform. If you decline, your access will terminate. Revisions apply prospectively only and do not apply to any claim that accrued before the revision was accepted.
Article 2 — Definitions
2.1 Client Data. means the data records maintained on the Platform that relate to the individual clients and patients of your Customer, including demographic elements, appointment history, service codes, and account balances, whether or not any particular element is independently identifying.
2.2 Documentation. means the user guides, help materials, in-product instructions, and usage policies made available by ilumenIQ describing the operation and permitted use of the Platform.
2.3 HIPAA. means the Health Insurance Portability and Accountability Act of 1996, the Health Information Technology for Economic and Clinical Health Act of 2009, and the regulations promulgated thereunder at 45 C.F.R. Parts 160 and 164, each as amended.
2.4 PHI. means Protected Health Information as defined at 45 C.F.R. § 160.103.
2.5 Platform. means the ilumenIQ software-as-a-service application and all interfaces, dashboards, reports, analytics, exports, data, and Documentation made available through it.
Article 3 — License Grant and Restrictions
3.1 Grant. Subject to your continuous compliance with this Agreement, ilumenIQ grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely: (a) for the internal business operations of your Customer; (b) in accordance with the Documentation; (c) within the scope of the access permissions assigned to you by your Customer; and (d) during such time as your Customer maintains an active subscription and has designated you as an Authorized User.
3.2 No Ownership. This Agreement grants a license to use the Platform. It does not transfer ownership of the Platform or of any intellectual property right in it. ilumenIQ reserves every right not expressly granted. No license is granted by implication, estoppel, or otherwise.
3.3 Revocation. ilumenIQ may suspend or revoke your license immediately, without prior notice and without liability to you, if ilumenIQ reasonably believes that your continued access presents a risk to the security or integrity of the Platform or to the confidentiality of any PHI.
Article 4 — Acceptable Use
4.1 Permitted Use. You may access and use the Platform only for lawful purposes, only in connection with your job duties for your Customer, and only within the scope of your Customer’s authorized use of the Platform under the MSA.
4.2 Prohibited Conduct. You shall not:
(a) Share credentials. share, lend, transfer, or otherwise permit any other person to use your login credentials, authentication token, or multi-factor authentication device, whether or not that person is affiliated with your Customer, and whether or not that person is separately an Authorized User. Every individual accessing the Platform must have separate credentials. Credential sharing is a material breach of this Agreement.
(b) Use another user’s account. access or attempt to access the Platform using credentials issued to another person, or access any portion of the Platform, any account, or any data to which you have not been granted access.
(c) Exceed the scope of your duties. access, view, search for, retrieve, copy, print, photograph, screen-capture, transmit, or disclose any Client Data or PHI other than as necessary to perform your job duties for your Customer.
(d) Remove data from the Platform. export, download, copy, or transmit Client Data, PHI, or Platform outputs to any location, device, account, or service outside the Platform except (i) as expressly permitted by the Platform’s export functionality, and (ii) as authorized by your Customer, and (iii) to a destination controlled by your Customer.
(e) Submit data to third-party services. submit, upload, paste, or otherwise transmit any Client Data, PHI, or Platform output to any third-party service, including any artificial intelligence, machine learning, transcription, translation, or document-processing service, unless your Customer has expressly authorized that service in writing and has a business associate agreement in place with the provider of that service.
(f) Circumvent security. attempt to circumvent, bypass, disable, or defeat any authentication mechanism, access control, tenant isolation, audit logging, rate limit, or other security or technical control of the Platform.
(g) Reverse engineer. decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, algorithms, or underlying methods of the Platform, except to the extent this restriction is unenforceable under applicable law.
(h) Use automated tools. use any bot, scraper, crawler, script, headless browser, macro, or other automated means to access, query, or extract from the Platform, except as expressly authorized by ilumenIQ in writing.
(i) Introduce harmful code. introduce to the Platform any virus, worm, ransomware, keylogger, or other malicious code, or take any action that imposes an unreasonable load on the Platform or degrades its performance for other users.
(j) Benchmark or compete. use the Platform, or any information about the Platform, to build, improve, market, or benchmark a competing product or service, or disclose Platform performance or functionality information to any competitor of ilumenIQ.
(k) Violate law. use the Platform in any manner that violates HIPAA, any applicable state health information privacy or confidentiality statute, any applicable licensure or professional ethics rule, or any other applicable federal, state, or local law.
(l) Misrepresent. misrepresent your identity, your role, your Customer, or your authorization in any communication with ilumenIQ or in any use of the Platform.
4.3 Consequences. ilumenIQ may report any suspected violation of this Article 4 to your Customer, and your Customer may take employment or contractual action against you on that basis. Nothing in this Agreement limits your independent exposure to civil or criminal liability under 42 U.S.C. § 1320d-6 or any other law.
Article 5 — Account and Credential Security
5.1 Your Responsibilities. You are responsible for: (a) maintaining the confidentiality and security of your credentials; (b) all activity conducted through your account, whether or not authorized by you; (c) enrolling in and maintaining multi-factor authentication where the Platform makes it available; (d) logging out at the conclusion of each session and locking any unattended device on which the Platform is open; and (e) accessing the Platform only over a network connection that is secured and that you reasonably believe to be private, and never over an open or public wireless network.
5.2 No Disclosure of Credentials. You must not disclose your password or authentication code to any person, including colleagues, supervisors, family members, and ilumenIQ personnel. ilumenIQ will never ask you for your password or for a multi-factor authentication code.
5.3 Reporting. You must notify your Customer’s administrator and ilumenIQ at legal@ilumeniq.com immediately, and in no event later than twenty-four (24) hours, after you become aware of or suspect: (a) any unauthorized access to or use of your account or credentials; (b) any loss or theft of a device on which the Platform is accessible; or (c) any unauthorized access to, use of, or disclosure of PHI accessible through the Platform.
Article 6 — Protected Health Information
6.1 The Platform Contains PHI. You acknowledge that the Client Data accessible through the Platform is Protected Health Information under HIPAA, that ilumenIQ maintains it in that capacity as a business associate of your Customer, and that it is subject to the HIPAA Privacy Rule and Security Rule and to applicable state health information confidentiality law, including N.C. Gen. Stat. § 122C-52 et seq. and N.C. Gen. Stat. § 8-53.3. You may not treat any Client Data as de-identified, anonymous, or unregulated.
6.2 Minimum Necessary. You are authorized to access PHI through the Platform only to the extent necessary to perform your job duties for your Customer, consistent with the minimum necessary standard at 45 C.F.R. § 164.502(b). Your access permissions within the Platform define the outer limit of what you may technically reach; they do not authorize you to reach everything within that limit for every purpose.
6.3 No Personal Use. You shall not access PHI through the Platform for any personal, curiosity, research, publication, marketing, litigation, or other purpose unrelated to your job duties. This prohibition applies with equal force to records relating to yourself, to persons known to you, and to public figures.
6.4 Records Relating to Minors. Client Data may relate to individuals under the age of eighteen. Under N.C. Gen. Stat. § 90-21.5 and comparable law in other states, a minor may lawfully consent on the minor’s own behalf to certain mental health and related services, and in those circumstances the minor’s parent or guardian may not be the minor’s personal representative for purposes of 45 C.F.R. § 164.502(g). You shall not disclose any Client Data relating to a minor to a parent, guardian, or other family member except as expressly directed by your Customer in the specific instance. If you receive such a request, refer it to your Customer.
6.5 Requests From Individuals. If you receive a request from a client, patient, or personal representative for access to, amendment of, or an accounting of disclosures of PHI, you shall refer that request to your Customer. Neither you nor ilumenIQ may respond to such a request directly.
Article 7 — Monitoring and Audit Logging
7.1 Consent to Logging. You acknowledge and consent that ilumenIQ records and retains an audit log of Platform activity conducted under your credentials, including authentication events, administrative actions, and access to and viewing of records containing PHI. This logging is maintained in furtherance of 45 C.F.R. § 164.312(b).
7.2 No Expectation of Privacy. You have no expectation of privacy in your use of the Platform. ilumenIQ may review audit logs, and may disclose them to your Customer, to your Customer’s regulators or counsel, and to the Secretary of the United States Department of Health and Human Services, without notice to you.
7.3 Cooperation. You shall cooperate reasonably and promptly with any investigation by ilumenIQ or your Customer into a suspected security incident, breach, or violation of this Agreement.
Article 8 — Confidentiality
8.1 ilumenIQ Confidential Information. The Platform, its design, architecture, data model, calculation methodologies, metric definitions, screens, reports, roadmap, and non-public functionality are the confidential information and trade secrets of ilumenIQ. You shall not disclose, describe, reproduce, publish, or demonstrate any of the foregoing to any third party, and shall not publish screenshots or recordings of the Platform, without ilumenIQ’s prior written consent.
8.2 Customer Data. All Client Data and all outputs derived from it are confidential information of your Customer. You shall not access, use, copy, disclose, or transmit any of it except within the Platform and within the scope of your authorized duties.
8.3 Duration. The obligations in this Article 8 survive termination of this Agreement indefinitely as to trade secrets and PHI, and for five (5) years after termination as to all other confidential information.
Article 9 — Intellectual Property
9.1 Ownership. ilumenIQ owns all right, title, and interest in and to the Platform and all software, interfaces, designs, text, graphics, metric definitions, and other content within it, and all patents, copyrights, trademarks, trade secrets, and other intellectual property rights therein. “ilumenIQ” and the ilumenIQ logo are trademarks of ilumenIQ LLC and may not be used without written permission.
9.2 Feedback. If you provide ilumenIQ with any suggestion, idea, enhancement request, or other feedback regarding the Platform, you assign to ilumenIQ all right, title, and interest in that feedback, and ilumenIQ may use it for any purpose without restriction, attribution, or compensation to you or to your Customer.
Article 10 — Disclaimers
10.1 As Is.
The platform is provided “as is” and “as available.” ilumenIQ makes no warranty to user, express, implied, or statutory, and expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. ilumenIQ does not warrant that the platform will be uninterrupted, timely, error-free, or secure, or that any defect will be corrected.
10.2 No Clinical, Legal, or Compliance Advice. The Platform is an analytics and reporting tool. Nothing in the Platform or in any output generated by it constitutes medical, clinical, diagnostic, coding, billing, legal, tax, accounting, or compliance advice. You are solely responsible for every clinical, administrative, financial, and operational decision you make, and you must exercise independent professional judgment.
10.3 Source Data Dependency. Platform outputs are derived from data obtained from your Customer’s electronic health record, accounting, payroll, and other source systems. ilumenIQ does not verify, correct, or warrant the accuracy, completeness, or timeliness of that source data, and outputs may be incomplete, delayed, or inaccurate as a consequence of the condition or availability of those systems.
10.4 No Compliance Guarantee. ilumenIQ’s provision of the Platform does not cause, guarantee, or evidence your compliance or your Customer’s compliance with HIPAA or any other law. You remain responsible for your own legal, professional, and ethical obligations.
Article 11 — Limitation of Liability
11.1 Exclusion of Damages.
To the fullest extent permitted by applicable law, ilumenIQ will not be liable to user for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of data, loss of profits, loss of goodwill, loss of employment, professional discipline, business interruption, or cost of substitute services, arising out of or related to this agreement or the platform, whether in contract, tort, strict liability, or otherwise, and whether or not ilumenIQ has been advised of the possibility of such damages.
11.2 Cap.
To the fullest extent permitted by applicable law, ilumenIQ’s total aggregate liability to user for all claims arising out of or related to this agreement or the platform shall not exceed one hundred dollars ($100.00).
11.3 Allocation of Risk. You acknowledge that your Customer, and not you, is the purchaser of the Platform; that your Customer has separately negotiated remedies under the MSA; that your primary recourse for any matter relating to the Platform is through your Customer; and that the limitations in this Article 11 reflect a deliberate allocation of risk that is a material inducement to ilumenIQ to grant you access without separate charge.
11.4 Exceptions. Nothing in this Article 11 limits any liability that cannot be limited under applicable law.
Article 12 — Term and Termination
12.1 Term. This Agreement takes effect when you first click “I Agree” and continues until terminated.
12.2 Termination by ilumenIQ. ilumenIQ may terminate this Agreement and your access immediately, with or without notice, if: (a) you breach any provision of this Agreement; (b) your Customer’s subscription expires or is terminated; (c) your Customer revokes your designation as an Authorized User; or (d) ilumenIQ ceases to make the Platform generally available.
12.3 Termination by You. You may terminate this Agreement at any time by ceasing all use of the Platform and requesting that your Customer deactivate your account. Termination by you does not affect your Customer’s obligations under the MSA and does not entitle you to any refund.
12.4 Effect of Termination. Upon termination, all rights granted to you terminate immediately, you shall cease all access to the Platform, and you shall destroy or return to your Customer any Client Data or Platform output in your possession outside the Platform.
12.5 Survival. Articles 4, 6, 7, 8, 9, 10, 11, 12, 13, and 14 survive termination of this Agreement.
Article 13 — Binding Arbitration and Class Action Waiver
13.1 Agreement to Arbitrate. All controversies or claims arising out of or relating to this Agreement, the Platform, or User’s access to or use of the Platform shall be settled exclusively through binding arbitration administered by the American Arbitration Association in accordance with the Expedited Procedures of the Commercial Arbitration Rules. The arbitration hearing shall take place before a single arbitrator in Mecklenburg County, North Carolina, via video conference, and such arbitrator shall ensure the following procedural requirements govern the arbitration: the arbitration shall be decided based solely upon the submission of documents, and no witness testimony shall be elicited or heard; there shall be no written discovery, interrogatories, requests for production of documents, or requests for admissions; there shall be no depositions taken; all information exchanged and elicited through the arbitration shall be kept strictly confidential by the parties and shall not be shared with anyone other than the parties themselves and the arbitrator; and the arbitration hearing shall not exceed one (1) day. User agrees that ilumenIQ’s members, managers, officers, employees, agents, and affiliates, and Customer, are each intended beneficiaries of this arbitration clause. This agreement to arbitrate shall be enforceable under and subject to the Federal Arbitration Act. In addition, no arbitration proceeding hereunder shall be filed or pursued as a class action or proceed as a class action, or on a basis involving claims brought in a purported representative capacity on behalf of the general public, other users or potential users or persons similarly situated. Moreover, no arbitration proceeding hereunder shall be consolidated with, or joined in any way with, any other arbitration proceeding.
The parties agree to arbitrate on an individual basis and each waives the right to participate in a class action.
13.2 Delegation. The arbitrator shall have exclusive authority to resolve any dispute concerning the interpretation, applicability, enforceability, or formation of this Article 13, except that a court of competent jurisdiction shall determine the enforceability of the class action waiver set forth above.
13.3 Class Waiver Not Severable. If the class action waiver set forth in Section 13.1 is held unenforceable as to any claim or request for relief, then that claim or request for relief, and only that claim or request for relief, shall be severed from the arbitration and litigated in the state or federal courts located in Mecklenburg County, North Carolina, and all remaining claims shall proceed in arbitration. In no event shall any class, collective, consolidated, or representative claim be arbitrated.
13.4 Role of the Courts. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The state and federal courts located in Mecklenburg County, North Carolina shall have exclusive jurisdiction over any proceeding to compel arbitration, to confirm, vacate, modify, or enforce an award, or to adjudicate any claim severed under Section 13.3, and you consent to the personal jurisdiction of those courts and waive any objection to venue in them.
13.5 Survival. This Article 13 survives termination of this Agreement and survives the termination of your employment or engagement with your Customer.
Article 14 — Miscellaneous
14.1 Miscellaneous. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings, whether written or oral, with respect thereto. Except as provided in Section 1.6, this Agreement may be amended only by a written instrument executed by both Parties. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles. Subject in all respects to Article 13, venue for any permitted proceeding shall lie exclusively in the state and federal courts located in Mecklenburg County, North Carolina. In the event of any suit, action, proceeding, or arbitration arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorneys’ fees and expenses, this provision being reciprocal and applicable to all Parties and made pursuant to N.C. Gen. Stat. § 6-21.6 and, in arbitration, pursuant to the authority of the arbitrator. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right, and no waiver shall be effective unless in writing. This Agreement shall be construed according to its fair meaning and shall not be construed against either Party as the drafter. If any provision of this Agreement is held invalid or unenforceable, that provision shall be modified to the minimum extent necessary to render it enforceable, or if modification is not possible, severed, and the remaining provisions shall continue in full force and effect.
14.2 Assignment. You may not assign or transfer this Agreement or any right or obligation under it. ilumenIQ may assign this Agreement without your consent in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity.
14.3 Notices. Notices to you may be delivered by email to the address associated with your Platform account or by posting within the Platform, and are effective upon transmission or posting. Notices to ilumenIQ shall be delivered to ilumenIQ LLC, Attn: Legal, 1235 East Blvd, Suite E519, Charlotte, North Carolina 28203, with a copy to legal@ilumeniq.com.
14.4 Third-Party Beneficiaries. Except as expressly provided in Section 13.1, this Agreement confers no rights on any person other than the Parties.
14.5 Force Majeure. ilumenIQ shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor disturbance, governmental action, utility failure, internet or telecommunications outage, or failure of a third-party service provider.
14.6 Contact. Questions regarding this Agreement may be directed to ilumenIQ LLC, 1235 East Blvd, Suite E519, Charlotte, North Carolina 28203, legal@ilumeniq.com.
By clicking “I agree,” you acknowledge that you have read and understood this end user license agreement, including the mandatory arbitration provision and class action waiver in Article 13, and agree to be bound by it.