Please read these Terms of Service (“Terms”) carefully before accessing or using ClinicFrame (the “Service”). These Terms constitute a legally binding agreement between you or the organization you represent (“Customer,” “you,” or “your”) and Light-it Inc., a Florida corporation (“Light-it,” “we,” “us,” or “our”). By creating an account, clicking “I Agree,” starting a trial, purchasing a subscription, or otherwise accessing or using the Service, you represent that you have the authority to bind yourself and your organization to these Terms.
The Service is an AI-powered ambient medical scribe and clinical documentation product operated by Light-it and made available through the ClinicFrame platform at clinicframe.com. ClinicFrame is Light-it’s clinical intelligence platform and product suite, which may include other products or services, such as CompliantChatGPT. These Terms apply specifically to the Service described herein and not to other ClinicFrame products or services unless otherwise stated.
THE SERVICE IS INTENDED FOR PROFESSIONAL AND BUSINESS USE ONLY. IT IS NOT DESIGNED FOR PERSONAL, FAMILY, OR HOUSEHOLD PURPOSES, AND IT IS NOT INTENDED FOR USE BY PATIENTS OR CONSUMERS SEEKING MEDICAL ADVICE.
1. Definitions
For purposes of these Terms:
“AI Providers” means the third-party artificial intelligence model providers integrated with the Service, including providers maintained by Light-it under appropriate contractual safeguards and, where applicable, Business Associate Agreements.
“Authorized User” means an individual employed by or contracted to Customer who is authorized by Customer to access and use the Service under Customer’s account.
“BAA” means a Business Associate Agreement executed or made available between Light-it and Customer, as required under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”).
“ClinicFrame” means the clinical intelligence platform and product suite operated by Light-it through which the Service and other related products or services may be made available.
“Customer Content” means all data, text, files, audio, transcripts, patient information, prompts, notes, instructions, and other materials submitted to, uploaded to, recorded through, processed by, or generated through the Service by Customer or its Authorized Users, including any PHI.
“Documentation” means the user guides, help articles, product descriptions, and technical specifications made available by Light-it in connection with the Service.
“Output” means any transcript, summary, SOAP note, clinical note, draft documentation, export, notification, suggestion, or other content generated by the Service based on Customer Content or patient-provider encounters.
“PHI” means Protected Health Information as defined under HIPAA.
“Plan” means the subscription tier selected by Customer. As of the Effective Date, the Service is offered under a Starter plan, unless otherwise stated on the applicable website, checkout page, order form, or written agreement with Light-it.
“Service” means ClinicFrame, including all website pages, web application features, tools, software, documentation, support channels, and related services made available by Light-it in connection with ClinicFrame.
“Transcription Providers” means third-party providers used by Light-it to convert audio into text, which may include AssemblyAI or similar providers.
2. Acceptance and Eligibility
By accessing or using the Service, you represent and warrant that: (a) you are at least 18 years of age; (b) you have full legal authority to enter into these Terms on behalf of yourself and any organization you represent; (c) your use of the Service will comply with all applicable laws and regulations, including HIPAA where applicable; and (d) you are not located in a country subject to a U.S. government embargo or designated as a “terrorist supporting” country, and you are not listed on any U.S. government list of prohibited or restricted parties.
The Service is intended for use by physicians, general practitioners, specialists, clinical teams, clinics, healthcare organizations, and other professional entities or professionals operating in a business or professional capacity. It is not designed for use by patients, consumers, or individuals seeking personal medical advice.
Patients do not directly access or interact with the Service. Customer and its Authorized Users are solely responsible for how the Service is used in connection with patient encounters and clinical documentation workflows.
3. Account Registration and Security
To access the Service, you must create an account and provide accurate, current, and complete information. The Service may allow users to sign up or log in using email and password or Google Sign-In.
Each account is assigned to a single Authorized User and may not be shared or used by multiple individuals.
Customer is responsible for: (a) maintaining the confidentiality of account credentials; (b) all activities that occur under Customer’s account; (c) promptly notifying Light-it at legal@lightit.io of any unauthorized use of Customer’s account or any other breach of security; and (d) ensuring that all Authorized Users comply with these Terms.
Light-it reserves the right to suspend or terminate accounts where there is reason to believe that credentials have been compromised or that the account is being used in violation of these Terms.
4. Description of the Service
ClinicFrame is an AI ambient medical scribe product designed to assist healthcare professionals with clinical documentation workflows. The Service may listen to patient-provider encounters in real time and generate draft documentation, including transcripts, summaries, SOAP notes, clinical notes, and related documentation outputs.
The Service is intended to reduce administrative burden across clinical documentation workflows. It does not replace professional judgment, independent clinical review, or the responsibility of healthcare professionals for patient care, clinical documentation, billing, coding, compliance, or medical decision-making.
THE SERVICE DOES NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, TREATMENT RECOMMENDATIONS, BILLING ADVICE, CODING COMPLIANCE ADVICE, OR PROFESSIONAL HEALTHCARE SERVICES. OUTPUTS GENERATED BY THE SERVICE ARE DRAFTS FOR PROFESSIONAL REVIEW AND SHOULD NOT BE USED AS A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF A LICENSED HEALTHCARE PROVIDER.
Light-it reserves the right to modify, update, or discontinue any feature or component of the Service at any time, with or without notice, subject to the limitations set forth in these Terms. This includes the right to add, modify, or remove integrations with specific AI Providers, Transcription Providers, or other third-party providers without liability to Customer. If Light-it discontinues a provider integration, it will use commercially reasonable efforts to maintain equivalent functionality through alternative providers where appropriate.
Certain new, optional, or materially expanded features may be subject to additional terms, usage limits, or fees disclosed to Customer before Customer elects to access or use such features.
5. Patient Consent, Recording, and Transcription
To the extent Customer or its Authorized Users use the Service to record, listen to, transcribe, summarize, or otherwise process patient encounters or other conversations, Customer is solely responsible for providing all legally required notices and obtaining all required consents, authorizations, and permissions from patients, providers, staff, and any other participants.
Customer is responsible for ensuring that its use of recording, transcription, ambient scribing, and related features complies with all applicable federal, state, local, healthcare, professional, privacy, and recording consent laws, including any laws requiring consent from one or more participants before recording or transcribing a conversation.
Customer must not use the Service to record, transcribe, summarize, or process any encounter or conversation unless Customer has determined that doing so is lawful and appropriate.
Light-it does not obtain patient consent on Customer’s behalf and is not responsible for Customer’s failure to provide required notices or obtain required consents, authorizations, or permissions.
6. Audio, Transcripts, Notes, and Retention
The Service may process audio from patient-provider encounters to generate transcripts, summaries, SOAP notes, clinical notes, and related documentation outputs.
Audio recordings are processed for the purpose of generating documentation outputs and are not stored by Light-it after processing. Transcripts, SOAP notes, clinical notes, and related Outputs are stored within the ClinicFrame platform and may be available through the user’s account or note history.
Customer is solely responsible for reviewing and managing any transcripts, notes, exports, or other documentation outputs stored in or exported from the Service.
Light-it may retain transcripts, SOAP notes, clinical notes, related Outputs, and other Customer Content as necessary to provide, operate, secure, support, and maintain the Service, comply with applicable law, resolve disputes, enforce agreements, and as otherwise permitted under these Terms and any applicable BAA.
7. Protected Health Information and BAA
The Service is designed to support healthcare workflows and may be used to process PHI regulated by HIPAA.
Where Customer’s use of the Service involves PHI and a Business Associate Agreement is required under HIPAA, Light-it will enter into a standard BAA with the applicable Customer. The BAA governs the parties’ respective obligations with respect to PHI and HIPAA compliance and may apply to free trials, paid subscriptions, and other uses of the Service where applicable.
Customer is responsible for determining whether its use of the Service is subject to HIPAA or other healthcare privacy laws, and for ensuring that it has all required rights, notices, consents, authorizations, and legal bases to submit Customer Content, including PHI, to the Service.
To the extent of any conflict between these Terms and the BAA with respect to PHI or HIPAA compliance obligations, the BAA will control.
8. Third-Party Providers and Data Handling
The Service may rely on third-party providers, including cloud hosting providers, AI Providers, Transcription Providers, infrastructure providers, analytics providers, support tools, authentication providers, payment processors, and other vendors.
ClinicFrame uses AssemblyAI or similar Transcription Providers to convert audio into text, and may use AI Providers such as OpenAI, Google, or other providers maintained under appropriate contractual safeguards to generate documentation outputs.
Customer acknowledges that Customer Content may be processed by third-party providers as necessary to provide, operate, secure, support, and maintain the Service. Where required for HIPAA-regulated use, Light-it uses appropriate contractual safeguards with relevant providers, including BAAs where applicable.
Light-it is not responsible for third-party services that are not controlled by Light-it, including third-party EHRs, practice management systems, external integrations, or third-party websites.
9. No Training on Customer Content
Light-it does not use Customer Content, PHI, audio, transcripts, clinical notes, prompts, or Outputs to train its own AI models or those of any third party, and does not permit third-party AI Providers or Transcription Providers to use such data to train their models, except where Customer expressly authorizes such use.
Light-it may use aggregated, de-identified, or operational information for analytics, security, support, product improvement, usage metrics, and business purposes, provided such information does not identify Customer, Authorized Users, or patients and is not PHI unless permitted by the BAA and applicable law.
10. Data Use and Analytics
Light-it may collect and use operational and usage metadata for purposes of analytics, security monitoring, product improvement, support, and business operations. This metadata may include:
- account identifiers;
- login events;
- feature usage;
- session information, including IP address and device identifiers;
- note or encounter identifiers;
- processing status;
- error logs;
- activity metrics; and
- email address, user ID, and organization ID.
The content of audio, transcripts, clinical notes, Outputs, and any PHI is not used for marketing purposes or to train AI models. Light-it processes personal data in accordance with its Privacy Policy, available at https://clinicframe.com/privacy-policy.
11. AI-Generated Outputs and Clinical Review
Subject to these Terms, Customer owns the Outputs generated through the Service in response to its Customer Content. Customer may use and modify Outputs as it deems appropriate for its professional purposes.
Customer acknowledges that Outputs are generated by AI systems and may be inaccurate, incomplete, delayed, misleading, or inappropriate for a particular use case. Outputs may omit information, misinterpret audio, misclassify clinical content, or generate documentation that requires correction.
Customer assumes sole responsibility for: (a) independently reviewing, editing, validating, and approving all Outputs before relying on them; (b) any decisions made or actions taken based on Outputs; (c) determining whether and how Outputs are incorporated into an EHR, medical record, patient communication, billing workflow, coding workflow, or other clinical or administrative process; and (d) ensuring that Outputs are used in compliance with applicable professional, ethical, and legal standards.
Light-it does not warrant the accuracy, completeness, reliability, suitability, or clinical appropriateness of any Output.
12. EHR Export and Documentation Use
The Service may allow Authorized Users to export, copy, or transfer documentation outputs for use in electronic health record systems, practice management platforms, or similar systems.
The Service does not currently provide direct API integrations with EHR systems, practice management systems, or similar third-party systems. Customer is responsible for manually exporting, copying, transferring, uploading, or otherwise incorporating Outputs into any external system.
Customer is solely responsible for reviewing all Outputs before copying, exporting, uploading, submitting, or incorporating them into any EHR, medical record, patient communication, billing system, coding system, or other system of record.
Customer is responsible for ensuring that any EHR, practice management platform, billing system, or other third-party system into which Customer exports, copies, uploads, or transfers Outputs is used in compliance with applicable law, including HIPAA where applicable. Customer is also responsible for maintaining any required agreements, permissions, consents, authorizations, Business Associate Agreements, or other contractual or legal safeguards with such third-party systems or vendors.
Light-it does not control Customer’s EHR, practice management platform, billing system, or other third-party systems, and is not responsible for Customer’s use of Outputs after they are exported, copied, uploaded, transferred, or otherwise incorporated into any external system.
Light-it does not guarantee compatibility with any particular EHR, practice management platform, or third-party system, and does not guarantee that any export will be error-free, complete, or accepted by any third-party system.
13. Coding and Billing Suggestions
The Service does not currently provide CPT, ICD, billing, coding, reimbursement, or similar administrative suggestions. Light-it may add such functionality in the future. If the Service displays CPT, ICD, billing, coding, reimbursement, or similar administrative notifications or suggestions in the future, such suggestions will be optional workflow-support suggestions only.
The Service will not automatically submit such suggestions to any payer, EHR, practice management system, billing platform, or other third-party system. Customer and its Authorized Users may ignore such suggestions and will be solely responsible for determining whether and how to use them.
The Service does not guarantee coding accuracy, payer acceptance, reimbursement, medical necessity, compliance with payer policies, or compliance with applicable billing, coding, or healthcare regulations.
Customer and its Authorized Users are solely responsible for reviewing, validating, and approving all coding, billing, reimbursement, and medical necessity determinations before submission or use.
14. Free Trial
Light-it may offer a free trial of the Service for a period of seven (7) days. The features available during the free trial are as described at sign-up, on the applicable website, or in other written materials made available by Light-it.
Light-it reserves the right to modify or terminate the free trial offering at any time, with or without notice.
15. Subscription Plan, Fees, and Payment
15.1 Plan and Pricing
The Service is currently offered under a Starter plan, unless otherwise stated at sign-up, on the applicable website, checkout page, order form, or written agreement with Light-it. The features available under the Starter plan are as described in the Documentation or on the applicable website, which may be updated from time to time.
15.2 Billing and Payment
Paid subscriptions may be purchased on a monthly or annual billing cycle. Payment is due on the date Customer subscribes to the Service. Fees are exclusive of applicable taxes unless expressly stated otherwise. Customer is responsible for all sales, use, excise, value-added, and similar taxes arising from its purchase or use of the Service, excluding taxes based on Light-it’s net income.
Payments are processed through Stripe. Light-it does not store full payment card information.
Customer’s use of Stripe or any other third-party payment processor may be subject to that provider’s own terms, privacy policy, and payment processing requirements. Light-it is not responsible for Stripe’s or any other payment processor’s acts, omissions, systems, or services.
Charges are debited automatically. The subscription renews automatically for the same billing period unless Customer cancels prior to the renewal date.
If any payment is declined, reversed, or overdue, Light-it may suspend Customer’s access to the Service until all amounts due are paid.
15.3 Cancellation and Refunds
Customer may cancel its subscription at any time. Cancellations take effect at the end of the then-current paid billing period, after which access to the Service may be suspended.
All fees are non-refundable, except where required by applicable law. Light-it does not provide prorations or credits for partial periods following cancellation or downgrade.
15.4 Fee Changes
Light-it reserves the right to change the fees for any plan upon thirty (30) days’ prior written notice. Continued use of the Service after the effective date of a fee change constitutes acceptance of the new fees. Any fee change will apply no earlier than Customer’s next renewal date following such notice.
15.5 Referral Programs and Promotional Credits
Light-it may offer referral programs, promotional discounts, or account credits from time to time. Any such programs, discounts, or credits are promotional only and may be subject to separate Referral Program Terms or promotional terms made available by Light-it.
Unless otherwise stated by Light-it, promotional credits have no cash value, are not transferable, are not redeemable for cash, and may be applied only against future subscription fees. Light-it may withhold, cancel, reverse, or deduct any promotional credit if it determines that the credit was issued in error or obtained through fraud, abuse, self-referrals, duplicate accounts, ineligible activity, or violation of the applicable terms.
Light-it may modify, suspend, or terminate any referral program or promotion at any time, subject to any applicable program-specific terms.
16. Customer Obligations and Acceptable Use
Customer agrees to use the Service only for lawful purposes and in accordance with these Terms. Customer shall promptly notify Light-it of any material defect, malfunction, security issue, or recurring Output error of which Customer becomes aware that could reasonably result in patient harm, material documentation errors, or unauthorized access to data.
Customer shall not, and shall ensure that its Authorized Users do not:
- use the Service to transmit, store, or process information in violation of applicable law, including HIPAA where applicable;
- use the Service for emergency medical situations or as a substitute for emergency care;
- use the Service as the sole basis for clinical, medical, billing, coding, or patient-care decisions;
- represent or suggest that the Service or any Output constitutes medical advice, diagnosis, treatment, or a substitute for independent professional judgment or review;
- record, transcribe, summarize, or process any conversation unlawfully or without required consent;
- submit Customer Content without having the necessary rights, notices, consents, authorizations, or legal bases;
- reverse engineer, disassemble, decompile, or attempt to derive the source code of the Service or any component thereof;
- use the Service to develop or train a competing product or service;
- use the Service to submit content that is unlawful, defamatory, obscene, or that infringes the intellectual property rights of any third party;
- introduce malware or malicious code into the Service, or knowingly expose the Service, Customer Content, or related systems to reasonably avoidable security risks;
- circumvent any technical limitation, rate limit, or security measure implemented in the Service;
- use automated tools, scripts, or bots to access the Service in a manner that exceeds normal individual usage;
- interfere with or disrupt the Service;
- attempt to gain unauthorized access to the Service or related systems; or
- share, transfer, or permit any other individual to use their account or login credentials.
Customer is solely responsible for the accuracy, legality, and appropriateness of all Customer Content submitted through the Service, for obtaining required patient consents and notices, and for ensuring that all Authorized Users are trained in the appropriate use of AI-generated outputs in a professional healthcare context.
17. Intellectual Property
17.1 Light-it IP
Light-it and its licensors retain all right, title, and interest in and to the Service, including all software, algorithms, workflows, user interfaces, Documentation, designs, features, models, and other materials developed or provided by Light-it. No rights are granted to Customer other than the limited license expressly set forth in these Terms.
17.2 License to Customer
Subject to Customer’s compliance with these Terms and timely payment of applicable fees, Light-it grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for Customer’s internal business and professional purposes during the subscription term.
17.3 Customer Content License
Customer grants Light-it a limited, non-exclusive license to process Customer Content solely to the extent necessary to provide, operate, secure, support, and maintain the Service and to fulfill Light-it’s obligations under these Terms and any applicable BAA.
17.4 Feedback
If Customer provides Light-it with suggestions, comments, enhancement requests, recommendations, or other feedback regarding the Service (“Feedback”), Customer grants Light-it a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, reproduce, modify, incorporate, and otherwise use such Feedback for any lawful business purpose, without obligation or compensation to Customer.
18. Confidentiality
Light-it will maintain the confidentiality of Customer’s non-public information disclosed in connection with these Terms using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. This obligation does not apply to information that: (a) is or becomes publicly available through no act or omission of Light-it; (b) was already known to Light-it at the time of disclosure; (c) is independently developed by Light-it without reference to Customer’s information; or (d) is rightfully received from a third party without restriction.
To the extent Customer’s non-public information includes PHI, Light-it will handle such PHI in accordance with HIPAA, to the extent applicable, and the applicable BAA between the parties.
Light-it may disclose Customer’s confidential information to the extent required by law, regulation, court order, or governmental authority, provided that Light-it gives Customer reasonable prior written notice to the extent permitted by law.
Nothing in this Section limits Light-it’s obligations under any applicable BAA with respect to PHI.
19. Support and Service Availability
Light-it will provide Customer with access to support through the following channels: (a) email at support@clinicframe.com; and (b) in-app or website chat via Intercom, where available.
Customer is responsible for maintaining the internet connectivity, compatible devices, browsers, software, systems, and configurations necessary to access and use the Service.
Support is available during Light-it’s regular business hours on business days, excluding holidays.
Light-it does not provide any formal uptime commitment or service level agreement, and no service credits are available for Service downtime or unavailability. Light-it will use commercially reasonable efforts to maintain Service availability but does not warrant uninterrupted or error-free operation of the Service.
20. Disclaimers
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIGHT-IT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
LIGHT-IT DOES NOT WARRANT THAT: (A) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, CLINICALLY APPROPRIATE, OR SUITABLE FOR CUSTOMER’S INTENDED PURPOSE; (D) ANY CPT, ICD, BILLING, CODING, OR SIMILAR SUGGESTIONS WILL BE ACCURATE, COMPLIANT, ACCEPTED BY PAYERS, OR RESULT IN REIMBURSEMENT; OR (E) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.
THE SERVICE IS NOT A MEDICAL DEVICE AND IS NOT INTENDED FOR EMERGENCY USE OR AS THE SOLE BASIS FOR ANY CLINICAL, MEDICAL, BILLING, CODING, OR PATIENT-CARE DECISION.
The foregoing disclaimers do not affect any statutory rights that cannot be waived or limited under applicable law.
21. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LIGHT-IT OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, REIMBURSEMENT, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, EVEN IF LIGHT-IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIGHT-IT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO LIGHT-IT FOR THE SERVICE DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations set forth in this Section shall apply regardless of the form of action, whether based in contract, tort, negligence, strict liability, or otherwise, and shall apply even if a remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some or all of the above limitations may not apply to Customer.
22. Indemnification
Customer agrees to indemnify, defend, and hold harmless Light-it and its affiliates, directors, officers, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s or any Authorized User’s use of the Service in violation of these Terms; (b) Customer Content, including any PHI submitted through the Service; (c) Customer’s violation of any applicable law or regulation, including HIPAA; (d) Customer’s infringement of the rights of any third party; (e) Customer’s failure to obtain required patient consents, notices, or authorizations prior to recording, transcribing, or processing any patient encounter using the Service; or (f) any claim by a patient or other third party arising from Customer’s provision of healthcare services, clinical decisions, failure to review or validate Outputs, or use of Outputs in a medical record or other clinical workflow, except to the extent directly caused by Light-it’s gross negligence or willful misconduct.
23. Term and Termination
23.1 Term
These Terms commence on the date Customer first accepts them and continue until terminated as set forth herein.
23.2 Termination by Customer
Customer may terminate its subscription at any time by following the cancellation process available within the Service. Termination takes effect at the end of the then-current billing period.
23.3 Termination by Light-it
Light-it may suspend or terminate Customer’s access to the Service: (a) immediately, without notice, if Customer breaches these Terms in a material manner; (b) immediately, if required to do so by law or at the direction of a governmental authority; or (c) upon thirty (30) days’ written notice, for any other reason.
Light-it may suspend or restrict access to the Service if it reasonably determines that Customer or any Authorized User has engaged in credential sharing, unauthorized account use, excessive or abnormal usage inconsistent with the applicable Plan, or any use that may compromise the security, integrity, availability, or lawful operation of the Service.
23.4 Effect of Termination
Upon termination or expiration of these Terms: (a) all licenses granted to Customer hereunder will immediately terminate; (b) Customer must cease all use of the Service; and (c) Light-it may delete Customer Content from its systems after a reasonable transition period, consistent with applicable law and any applicable BAA.
Sections 1, 6, 7, 9, 11 with respect to existing Outputs, 17.1, 17.4, 18, 21, 22, 23.4, 24, and 25 shall survive termination.
24. Dispute Resolution
24.1 Informal Resolution
Before initiating any formal dispute resolution proceeding, the parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Service (each, a “Dispute”) through good-faith negotiation. The party seeking resolution shall provide written notice to the other party describing the Dispute in reasonable detail. The parties shall have thirty (30) days from the date of such notice to resolve the Dispute informally.
24.2 Binding Arbitration
If the Dispute is not resolved informally within the period set forth above, it shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as amended from time to time. The arbitration shall be conducted by a single arbitrator. The place of arbitration shall be Miami, Florida, or, by agreement of the parties, conducted remotely. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
24.3 Class Action Waiver
TO THE EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT SOLELY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.
24.4 Exceptions
Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information. For such purposes, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida.
24.5 Governing Law
These Terms and any Dispute shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles.
25. General Provisions
25.1 Entire Agreement
These Terms, together with any applicable BAA, order forms, and the Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings.
25.2 Modifications
Light-it may modify these Terms at any time by posting the updated version on the Service or by providing notice to Customer. Modifications take effect thirty (30) days after posting or notice, unless a shorter period is required by law. Continued use of the Service after the effective date of any modification constitutes Customer’s acceptance of the modified Terms.
25.3 Severability
If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
25.4 Waiver
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. Any waiver must be in writing and signed by an authorized representative of the waiving party.
25.5 Assignment
Customer may not assign or transfer any of its rights or obligations under these Terms without Light-it’s prior written consent. Light-it may assign these Terms, in whole or in part, including in connection with a merger, acquisition, or sale of all or substantially all of its assets, without Customer’s consent. Any purported assignment in violation of this section shall be null and void.
25.6 Force Majeure
Neither party shall be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, government actions, pandemics, labor disputes, failures of third-party providers, internet outages, or other events beyond the affected party’s reasonable control.
Force majeure does not excuse Customer’s obligation to pay fees that are due and payable for the Service.
25.7 Notices
Legal notices to Light-it must be sent to legal@lightit.io. Notices to Customer will be sent to the email address associated with Customer’s account. Notices are deemed received on the next business day after electronic transmission.
25.8 Relationship of the Parties
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between the parties.
25.9 Export Compliance
Customer agrees to comply with all applicable U.S. and international export laws and regulations in connection with its use of the Service.
25.10 Contact
For legal inquiries, notices, privacy matters, or questions about these Terms, please contact: legal@lightit.io.
For product support or technical support, please contact: support@clinicframe.com.