ilumenIQ LLC
These terms contain a mandatory arbitration provision and a class action waiver at Section 15, which affect your legal rights. Please read them.
1. Acceptance and Scope
1.1 Agreement. These Website Terms and Conditions (these “Terms”) govern your access to and use of the website located at ilumeniq.com and its subdomains (the “Site”), operated by 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”). By accessing, browsing, or otherwise using the Site, you agree to be bound by these Terms. If you do not agree, do not use the Site.
1.2 What These Terms Do Not Cover. These Terms govern the Site only. They do not govern access to or use of the ilumenIQ software platform, which is governed by the Master Subscription and License Agreement between ilumenIQ and the subscribing practice and by the End User License Agreement accepted by each individual user. Our handling of information is described in our Privacy Policy, which is incorporated into these Terms by reference.
1.3 Eligibility. The Site is intended for use by persons who are at least eighteen (18) years of age and acting in a business capacity. The Site is not directed to children.
1.4 Changes to These Terms. We may revise these Terms at any time by posting a revised version, and the revision takes effect upon posting. The current version is always available at ilumeniq.com/legal. Your continued use of the Site after a revision is posted constitutes acceptance of the revised Terms. No revision applies retroactively to a claim that has already accrued.
2. Informational Purpose Only
2.1 No Professional Advice. The Site is provided for general informational and marketing purposes. Nothing on the Site constitutes medical, clinical, legal, tax, accounting, billing, coding, compliance, or other professional advice, and nothing on the Site should be relied upon as a substitute for the advice of a qualified professional retained by you.
2.2 No Relationship Created. Your use of the Site, your submission of a demonstration request or early access inquiry, and any communication you send through the Site do not create any contractual, professional, or confidential relationship between you and ilumenIQ. No contract for the Services arises until a Master Subscription and License Agreement is accepted.
2.3 Illustrative Data. Dashboards, metrics, charts, figures, and screenshots displayed on the Site are illustrations generated from sample data. They do not represent the data, results, or performance of any actual practice, and they are not a prediction or guarantee of any result you would obtain.
2.4 Forward-Looking Product Statements. The Site describes features and integrations that are available now and others that are described as planned, in development, on our roadmap, or coming soon. Statements about planned functionality are statements of current intention only. They are not commitments, they may change or be abandoned at any time without notice, and no purchase decision should be made in reliance on them. The features and integrations available to a subscriber at any time are those actually made available under the Master Subscription and License Agreement.
3. Permitted Use
3.1 License. Subject to these Terms, ilumenIQ grants you a limited, revocable, non-exclusive, non-transferable license to access and view the Site for your own internal informational purposes. You may print or download a reasonable number of pages for your own reference, provided you retain all proprietary notices.
3.2 Prohibited Conduct. You shall not:
(a) use any bot, scraper, crawler, spider, script, headless browser, or other automated means to access, index, harvest, extract, or copy content from the Site, other than a search engine crawler operating in accordance with our robots exclusion file;
(b) use Site content to train, fine-tune, or evaluate any artificial intelligence or machine learning model without our prior written consent;
(c) attempt to gain unauthorized access to the Site, to any account, or to any server, system, or network connected to the Site, or to probe, scan, or test the vulnerability of any of the foregoing;
(d) circumvent, disable, or interfere with any security or access-control feature of the Site;
(e) use the Site to transmit unsolicited communications, chain messages, spam, or malicious code;
(f) take any action that imposes an unreasonable or disproportionate load on the Site infrastructure or that impairs the availability of the Site for others;
(g) misrepresent your identity, your organization, or your affiliation in any communication submitted through the Site;
(h) frame, mirror, or deep-link to the Site in a manner that misrepresents its source or implies an affiliation or endorsement that does not exist;
(i) access or use the Site to build, improve, market, or benchmark a competing product or service; or
(j) use the Site in any manner that violates applicable federal, state, or local law.
3.3 Suspension. We may suspend or terminate your access to the Site at any time, without notice and without liability, for any reason, including suspected violation of these Terms.
4. Submissions
4.1 Do Not Send Health Information.
Do not submit protected health information, patient or client records, or any other confidential health information through the Site. Site forms and electronic mail are not secure channels and are not covered by any business associate agreement. If you submit such information, you do so at your own risk and we may delete it.
4.2 Feedback and Requests. If you submit a feature request, integration request, suggestion, idea, comment, or other feedback through the Site, you grant ilumenIQ a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, and exploit it for any purpose without restriction, attribution, or compensation. You represent that you have the right to submit it and that it is not confidential to you or to any third party.
4.3 Accuracy. You are responsible for the accuracy of any information you submit through the Site, including any statement about your identity, your practice, or your authority.
5. Intellectual Property
5.1 Ownership. All content on the Site, including text, graphics, layouts, user interface designs, illustrations, photographs, charts, logos, software, and the selection, coordination, and arrangement of that content, is owned by ilumenIQ or its licensors and is protected by United States and international copyright, trademark, trade dress, and other intellectual property laws. Except as expressly permitted by Section 3.1, you may not reproduce, distribute, publicly display, publicly perform, modify, or create derivative works from any Site content without our prior written consent.
5.2 Our Marks. “ilumenIQ,” the ilumenIQ logo, and our taglines are trademarks of ilumenIQ LLC. You may not use them without our prior written consent, except to refer to ilumenIQ accurately and truthfully.
5.3 Third-Party Marks and No Affiliation.
All product names, trademarks, service marks, and logos of third parties appearing on the Site, including those of electronic health record, practice management, accounting, and payroll systems, are the property of their respective owners. Any such name or mark is used on the Site nominatively, solely to identify the third-party system with which the ilumenIQ platform is or may become compatible.
ilumenIQ is not affiliated with, sponsored by, endorsed by, certified by, authorized by, or a partner of any third party whose name or mark appears on the site. no reference on the site to a third-party system implies any such relationship, and no such relationship exists unless expressly stated on the site.
6. Third-Party Links
6.1 External Sites. The Site may link to websites and resources operated by third parties. We do not control them, we do not endorse them, and we are not responsible for their content, products, privacy practices, security, or terms. Your use of any linked site is at your own risk and is governed by that site’s own terms.
7. Availability
7.1 No Commitment. We may modify, suspend, or discontinue the Site or any part of it at any time, with or without notice. We do not warrant that the Site will be available at any particular time or at all.
8. Disclaimer of Warranties
8.1 As Is.
The site and all content on it are provided “as is” and “as available,” without warranty of any kind, express, implied, or statutory. ilumenIQ disclaims all warranties, including the implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. ilumenIQ does not warrant that the site will be uninterrupted, timely, secure, or error-free, that any defect will be corrected, or that the site or the servers that make it available are free of viruses or other harmful components. information on the site is subject to change without notice.
8.2 Jurisdictional Limits. Some jurisdictions do not permit the exclusion of certain warranties. To the extent an exclusion in Section 8.1 is prohibited, it does not apply to you, and the warranties in question are limited in duration to the minimum period permitted by applicable law.
9. Limitation of Liability
9.1 Exclusion.
To the fullest extent permitted by applicable law, ilumenIQ and its members, managers, officers, employees, agents, and affiliates will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, data, goodwill, or business opportunity, arising out of or related to your access to or use of, or inability to access or use, the site or any content on it, whether in contract, tort, strict liability, or otherwise, and whether or not we have been advised of the possibility of such damages.
9.2 Cap.
To the fullest extent permitted by applicable law, the total aggregate liability of ilumenIQ and its members, managers, officers, employees, agents, and affiliates for all claims arising out of or related to the site shall not exceed one hundred dollars ($100.00).
9.3 Jurisdictional Limits. Some jurisdictions do not permit the exclusion or limitation of certain damages. To the extent a limitation in this Article 9 is prohibited, it does not apply to you, and our liability is limited to the minimum extent permitted by applicable law.
9.4 Basis of the Bargain. The Site is made available without charge. The limitations in Articles 8 and 9 are an essential basis on which ilumenIQ makes the Site available and apply notwithstanding the failure of essential purpose of any limited remedy.
10. Indemnification
10.1 Your Indemnity. You shall defend, indemnify, and hold harmless ilumenIQ and its members, managers, officers, employees, agents, and affiliates from and against any claim, loss, liability, damage, cost, and expense, including reasonable attorneys’ fees, arising out of or relating to your use of the Site, your violation of these Terms, your violation of any law, or your violation of the rights of any third party.
11. Copyright Complaints
11.1 Notice and Takedown. If you believe content on the Site infringes your copyright, send a written notice under 17 U.S.C. § 512(c) to our designated agent at ilumenIQ LLC, Attn: Copyright Agent, 1235 East Blvd, Suite E519, Charlotte, North Carolina 28203, or legal@ilumeniq.com. Your notice must include: a physical or electronic signature; identification of the copyrighted work claimed to be infringed; identification of the material claimed to be infringing and its location on the Site; your contact information; a statement that you have a good faith belief that the use is not authorized by the copyright owner, its agent, or the law; and a statement, under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the copyright owner. We may terminate the access of repeat infringers.
12. Termination
12.1 Effect. These Terms remain in effect while you use the Site. Articles 4, 5, 8, 9, 10, 13, 14, and 15 survive any termination of your access to the Site.
13. Governing Law and Venue
13.1 Governing Law. These Terms are governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.
13.2 Venue. Subject in all respects to Article 15, venue for any permitted proceeding lies exclusively in the state and federal courts located in Mecklenburg County, North Carolina, and you consent to the personal jurisdiction of those courts and waive any objection to venue in them.
13.3 Limitations Period. To the extent permitted by applicable law, any claim arising out of or relating to the Site or these Terms must be commenced within one (1) year after the claim accrues, or it is permanently barred.
14. General
14.1 Miscellaneous. These Terms, together with the Privacy Policy, constitute the entire agreement between you and ilumenIQ with respect to the Site and supersede all prior and contemporaneous agreements, representations, and understandings with respect thereto. Except as provided in Section 1.4, these Terms may be amended only by a written instrument signed by ilumenIQ. No failure or delay by ilumenIQ in exercising any right constitutes a waiver of that right, and no waiver is effective unless in writing. These Terms shall be construed according to their fair meaning and shall not be construed against either party as the drafter. If any provision 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. You may not assign these Terms; ilumenIQ may assign them without restriction.
14.2 Contact. ilumenIQ LLC, 1235 East Blvd, Suite E519, Charlotte, North Carolina 28203, legal@ilumeniq.com.
15. Binding Arbitration and Class Action Waiver
15.1 Agreement to Arbitrate. All controversies or claims arising out of or relating to these Terms or the Site 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, shall be decided based solely upon the submission of documents without witness testimony, discovery, or depositions, shall be kept strictly confidential by the parties, and shall not exceed one (1) day. You agree that ilumenIQ’s members, managers, officers, employees, agents, and affiliates are intended beneficiaries of this arbitration clause. This agreement to arbitrate is enforceable under and subject to the Federal Arbitration Act. 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 or persons similarly situated, and no arbitration proceeding hereunder shall be consolidated or joined 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.
15.2 Class Waiver Not Severable. If the class action waiver is held unenforceable as to any claim or request for relief, that claim or request for relief, and only that claim or request for relief, shall be severed 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.
15.3 Role of the Courts. Judgment on the award may be entered in any court of competent jurisdiction. The state and federal courts located in Mecklenburg County, North Carolina have exclusive jurisdiction over any proceeding to compel arbitration, to confirm, vacate, modify, or enforce an award, or to adjudicate any severed claim.