Terms of
Service

Terms of Service

Thank you for visiting the website(s) owned by KR8OS, Inc., dba Lucidity (”Lucidity” “we”, “our” or “ours”). Please read the terms and conditions set forth below (the “Terms”) carefully as they are a binding agreement between you (“you” or “your”) and Lucidity and govern your use of any website, web page, platform, dashboard, software development kit, app and/or other service operated or provided by Lucidity (collectively, the “Service“). Your use of the Service means that you accept these Terms of Service and our Privacy Policy https://golucidity.com/privacy-policy/, any and all modifications made thereto by us from time to time. If you do not agree with any of the Terms or Privacy Policy you may not use the Service.

You represent and warrant that you are over 18 years of age, and that you are fully able and competent to enter into these Terms. If you are accessing the Service for or on behalf of a company, entity, or organization, you also represent and warrant that you are its authorized representative and that you have the authority to bind such company, entity or organization to these Terms.

If you are an agency who is entering into these Terms on behalf of its client(s) (each, a “Client”), you further represent and warrant that you have the authority as Client’s agent to bind Client to these Terms, and that all of your actions related these Terms will be within the scope of such agency. All references to “you” and “your” refer collectively to you and your Clients.

Notwithstanding anything to the contrary in these Terms, if we grant you the temporary right to use the Service as a free trial (“Free Trial”), the Free Trial Service is provided “as-is”, without any representation or warranty.

  1. Order of Precedence. Your use of our products or services, beyond simply browsing or using our website(s), are typically provided by Lucidity pursuant to a separate manually or digitally-executed agreement (each, a “Customer Agreement”). Those additional terms become part of your agreement with us, if you use our products or services or log into the Service. In the event of a conflict between these Terms and your Customer Agreement, the Customer Agreement shall control.
  • Account. You may be required to create an account and specify a password in order to use certain services or features on the Service. To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself. You must not impersonate anyone else when you create your account. If your information changes at any time, you must update your account to reflect those changes. In some cases, an account may be assigned to you by an administrator, such as your employer. You may not share your account with anyone else. You must keep your password confidential, and should try not to use it on other websites. You are responsible for all activity occurring under your account credentials. If you believe that your account has been compromised at any time, you must immediately notify us and must cooperate and assist in any investigation relating to any such unauthorized access.
  • Intellectual Property. As between you and us, we are and shall continue to be the sole and exclusive owner of all right, title and interest in and to Service, all know-how, materials and software therein, our products and services, and the technologies associated with the foregoing (excluding your Content and excluding Third Party Components that are owned by third parties), including all intellectual property rights associated with the foregoing and any enhancements to any of the foregoing. Except for items that Lucidity has given you advance written permission to use, in its sole discretion, and except for any licenses granted to you in your Customer Agreement, you are prohibited from copying, reproducing, modifying, distributing, displaying, performing, storing in any retrieval system or transmitting any the Service or portions thereof for any purposes.
  • Content; Feedback. We may provide opportunities for you to use the Service in conjunction with advertising materials, media, text, videos, images and/or other content that you provide or make available to us (collectively, “Content”). You can only use such Content if you own all the rights to that Content, or if another rights holder has given you all necessary rights and permissions. You do not transfer ownership of your Content simply by providing or making it available to us it. However, by providing or making Content available to us, you grant us, our agents, licensees, and assigns an irrevocable, non-exclusive right and permission to reproduce, encode, store, copy, transmit, publish, post, broadcast, display, publicly perform, adapt, modify, create derivative works of, exhibit, and otherwise use your Content to the extent necessary for us to provide our products and services to you. You agree to indemnify, release, and hold us harmless from any all liability, claims, actions, loss, harm, damage, injury, cost or expense arising out of any Content that you provide or make available to us. If you send us any feedback, ideas or suggestions regarding the Service, we reserve the right to use same without any compensation or obligation to you.
  • Modifications. We reserve the right to modify our Service at any time, with or without notice to you. For example, we may add or remove functionality or features, and we may suspend or stop a particular feature altogether. We also reserve the right to charge a fee for any of our features at any time. If you don’t like any changes, you can stop using our Service at any time, except as otherwise agreed in your Customer Agreement. We may modify these Terms at any time, so be sure to check back regularly. By continuing to use or log in to the Service after these Terms have changed, you indicate your agreement to the revised Terms. If you do not agree to the changes, you must stop using or logging in to the Service.
  • Linked Services; Third Party Components.
    • Linked Services. The Service may contain links to other services or sites (“Linked Services“). The Linked Services are Lucidity are not under the control of Lucidity​, and ​Lucidity is not responsible for the contents of the Linked Services or the privacy or data practices of the Linked Services, including, without limitation, links contained on Linked Services, or any changes or updates to Linked Services. Lucidity provides Linked Services to you only as a convenience, and the inclusion of any such Linked Services is not an endorsement by Lucidity in favor of any company offering Linked Services. If you own or operate Linked Services and if you have linked such services to the Service with permission, you may not create a frame, browser, view or border environment around any of the content of the Service, imply that Lucidity endorses or sponsors your products or service offerings, use Lucidity trademarks, service marks, logos or trade names without the prior written permission from Lucidity, or provide or link to content that could be construed as distasteful, offensive or controversial. We reserve the right to reject or rescind permission for Linked Services in our sole and absolute discretion.
    • Third Party Components. From time to time, certain third party components, services, tags, content or functionality may be made available on or through the Service (“Third Party Components”). Third Party Components may be subject to their own, separate license agreements and/or terms of use (“Third Party Agreements”). You assume all risks and liabilities associated with the use of any such Third Party Components, and are solely responsible for abiding by all applicable Third Party Agreements. We are not responsible for, and disclaim all liability in connection with, Third Party Components. If you elect to use third party tags in connection with advertising campaigns that are tracking through the Service, we may wrap the third party tags with our own trackers in order to ensure that the Service is able to perform the necessary campaign tracking.
  • Prohibited Uses and Obligations. You are required to comply with all applicable laws in connection with your use of the Service and such further limitations as may be set forth below and in any written or on-screen notice from Lucidity. You may not use the Service for any purpose that is unlawful or prohibited by the Terms, or that harms Lucidity, its affiliates, its service providers, suppliers or customers. Without limiting the foregoing, you may not use the Service in a way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Service or any features on the Service (including any technological measures we employ to enforce these Terms or protect the Service). For example and without limitation, you may not, nor attempt to or encourage or aid others to, directly or indirectly:
    • Reverse engineer, decompile, disassemble or otherwise attempt to derive the Service’s source code, techniques, processes, algorithms, or other content or software made available or viewable to on or through the Service;
    • Copy, reproduce, alter, modify, publicly display, distribute, translate, adapt, or create derivative works from the Service or portions thereof;
    • Use Service or portions thereof for the benefit of third parties, rent or lease any content or software from the Service or portions thereof, or make same available to any third party on a “service bureau” basis;
    • Make any commercial use of any content or software from the Service except as expressly agreed upon between you and Lucidity in a separate, written, duly executed agreement;
    • Transfer any content or software from the Site to another person or entity or “mirror” same on any other server;
    • Remove or alter or obscure any proprietary notices from the Service;
    • Use any robot, spider, other automated device or manual process to monitor or copy any content or software from the Service;
    • Use the Service or any portions thereof for competitive purposes, for performing comparisons, or for any other “benchmarking” activities, either alone or in connection with any software;
    • Attempt to gain unlicensed admission to the Service or any related systems or networks by means of hacking, password mining, or any other illegal or unethical means;
    • Use the Service in any manner that violates applicable laws or regulations, or for any purpose not expressly permitted in these Terms or a Customer Agreement;
    • Impose a load that is unreasonable or too large on the Service’ infrastructure, or make unnecessary traffic demands;
    • Use the Service in a manner that violates the rights of other users or third parties, such as breaching a third party’s right of confidence, copyright, trademark, patent, trade secret, moral rights, privacy rights, or any other rights, whether intellectual or proprietary;
    • Violate or attempt to violate the security of the Service, including, without limitation: accessing data not intended for you or logging into a server or account that you are not authorized to access; attempting to probe, scan or test the vulnerability of the Service without our prior written permission; attempting to interfere with service to any user, host or network; or forging any TCP/IP packet header or any part of the header information in any email or posting. Violations of system or network security may result in civil or criminal liability.
    • Use the Service as a means of transmitting destructive items such as viruses, worms, Trojan horses, or any devices, software or routine designed to interfere with the proper working order of the Service or any computer or device; or
    • Use the Service in conjunction with any advertisement, media or other content with respect to which you are not legally authorized to make such use, or use the Service in conjunction with any content which violates any law or regulation, infringes or dilutes any third party rights, is libelous or defamatory, promotes hate, violence, discrimination or racism or any illegal activities, products, services or subject matter, is adult-related or obscene, or contains any viruses, Trojan horses, spyware, malware or other harmful or malicious components.

We are not responsible to monitor any users or your Content. However, if we (in our sole discretion) determine that you have acted inappropriately, we reserve the right to take down Content, terminate your account, prohibit you from using the Service, and take appropriate legal actions. Where we believe it is warranted, we may investigate occurrences that may violate these Terms and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Lucidity also reserves the right to disclose any information necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part.

  • Privacy. You must: (i) adhere to all applicable privacy, electronic communications and data protection laws, rules, regulations, and regulatory guidelines, as well as any applicable self-regulatory guidelines, including, without limitation, the Self-Regulatory Principles of the Digital Advertising Alliance (“DAA”), the Code of Conduct of the Network Advertising Initiative (“NAI”) and the Principles of the European Interactive Digital Advertising Alliance (“EDAA”), as each set of the foregoing may be amended from time to time (collectively, the “Rules”), and (ii) maintain and abide by an easily accessible privacy policy, the presentation, posting and content of which shall comply with all Rules, which shall be linked to conspicuously from the home page(s) of media properties in relation to which you utilize the Service, with a link that contains the word “Privacy”, and you must abide by such privacy policy. You must ensure that such privacy policy contains, if applicable: (a) language that clearly conveys that you collect or permit third parties to collect data regarding end users’ online activities over time and across non-affiliated web sites, mobile applications, or online services, as applicable, for the purpose of using such data to predict end user preferences or interests to deliver advertising to a computer or device based on the preferences or interests inferred from such end users’ online activities; and (b) links to industry-developed websites or other tools that permit end users to opt out of such data collection practices. In the event that you are not the owner or operator of the relevant media properties but have a contractual relationship with such owners or operators, you shall contractually require such owners and operators to comply with the foregoing obligations in this Section. You may not: (i) use any data provided by Lucidity to identify or re-identify an individual, either alone or in combination with other data, or merge such data with any personally identifiable information, or enable or permit anyone else to do any of the foregoing; (ii) use any data provided by Lucidity to make decisions about an individual’s eligibility for employment, health care, credit or insurance, or to make decisions solely by automatic means where the decision has a significant effect on the individual, or in any way that does or can be used to discriminate against any person or promote bigotry, racism or harm, or enable or permit anyone else to do any of the foregoing; (iii) provide to Lucidity any data that falls under any of the sensitive data definitions contained in the Rules, as they may be revised from time to time; or (iv) provide to Lucidity any data collected from media directed to children under the age of 13 or from individuals whose age Customer knows to be under 13.
  • Notice of Copyright Infringement. We will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that its content is being displayed on or through our Service in a manner that constitutes copyright infringement (such person or entity, a “Complainant“) and sends to us a properly submitted copyright notice as indicated below, we will investigate, and if we determine, in our discretion, that the material is infringing, we will remove the content and may terminate the access of the user or customer who posted such content in the case of repeat infringers. All notices claiming an infringement of copyright rights must contain the following:
    • Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant’s ownership of the work, should be included.
    • A statement specifically identifying the location of the infringing material, with enough detail that we may find it on our Service. Please note: it is not sufficient to merely provide a top level URL.
    • The complete name, address, telephone number and e-mail address of Complainant.
    • A statement stating that Complainant has a good faith belief that the use of the material is not authorized by the owner of the rights, their agents, or by law.
    • a statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed.
    • a physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed.

Our contact information for notice of alleged copyright infringement is: legal@golucidity.com

  1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET OUT IN YOUR CUSTOMER AGREEMENT, NEITHER LUCIDITY NOR ITS AGENTS OR SERVICE PROVIDERS (COLLECTIVELY. THE “SERVICE ENTITIES”) MAKE ANY REPRESENTATIONS, WARRANTIES, GUARANTEES OR PROMISES ABOUT THE SERVICE. THE SERVICE IS PROVIDED “AS IS, AND THE SERVICE ENTITIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER RELATING TO THE SERVICE OR PORTIONS THEREOF, OR OTHER CONTENT, PRODUCT OR SERVICE OFFERINGS (INCLUDING WITHOUT LIMITATION LINKED SERVICES AND THIRD PARTY COMPONENTS) THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE ENTIITES DISCLAIM ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES OF NON-INFRINGEMENT, AND  WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.  FUTHER, ALL WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY ANY SERVICE ENTITIES OR ANY THIRD PARTY ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THE SERVICE ENTITIES MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THOSE OF ANY OTHER PERSON, OR THAT THE INFORMATION PROVIDED THROUGH THE SERVICE WILL BE ACCURATE OR FREE FROM ERROR, OMISSION, INTERRUPTION, DEFECT, OR DELAY IN OPERATION.
  1. Limitation of Liability. IN NO EVENT WILL THE SERVICE ENTITIES BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION OR TRADING LOSSES) ARISING OUT OF OR IN AN ANY WAY RELATED TO THE SERVICE OR ANY OFFERING LINKED TO THE SERVICE OR YOUR ACCESS, USE OR INABILITY TO USE THE SERVICE OR ANY OFFERING LINKED TO THE SERVICE, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE. THE ABOVE SHALL APPLY EVEN IF ANY OF THE SERVICE ENTITIES WERE OR SHOULD HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ON ANY OTHER THEORY OF RECOVERY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, LUCIDITY’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL LUCIDITY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION BE GREATER THAN TWENTY-FIVE U.S. DOLLARS ($25.00).
  1. Indemnification. You will indemnify, defend and hold harmless the Service Entities and their respective parents, subsidiaries, affiliates, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them from and against any and all costs, liabilities, obligations, damages, losses, debts and expenses of any kind or nature (including reasonable legal fees and costs) arising from or in any way related to: (i) a breach of your obligations in these Terms; (ii) your use of the Service, (iii) the Content; and/or (iv) any infringement or violation by you or a third party that may be using your account of any intellectual property right, proprietary right or other right of any person or entity. You may not settle any claim without our prior written consent.
  1. Confidentiality.Confidential Information” means information that Lucidity discloses or makes available to you which is marked as confidential or would reasonably be considered confidential information from the non-public nature of the information or the circumstances of disclosure. “Confidential Information” includes, without limitation, information about the operation of the Service. “Confidential Information” does not include information that is independently developed by you, is rightfully given to you by a third party without confidentiality obligations, or becomes public without any breach by you of these Terms or a Costumer Agreement. You will not disclose the Confidential Information except to your employees, agents or professional advisors who need to know it and who have agreed in writing or are otherwise bound to keep it confidential. You will be responsible for your employees, agents and professional advisors’ compliance with these Terms. You may disclose Confidential Information to the extent required by a requirement made under law, governmental regulation, court order, subpoena or similar process, provided that you promptly give Lucidity advance notice and reasonably cooperate with Lucidity, at Lucidity’s expense, in its efforts to oppose the disclosure or obtain a protective order.
  1. Choice of Law and Forum. These Terms shall be governed solely by and construed in accordance with the laws of California, excluding its conflict of law rules. You expressly and irrevocably consent and agree to submit to the exclusive jurisdiction and venue of the courts in the Los Angeles County, California in all disputes arising out of or relating to the use of the Service or these Terms. YOU HEREBY WAIVE ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION AGAINST THE SERVICE ENTITES RELATING TO THE SERVICE, THESE TERMS OR ANY RELATED MATTER.
  1. Severability and Integration. Except for the applicable Customer Agreement (if any), these Terms constitute the entire agreement between you and Lucidity and govern your use of the Service, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Lucidity. If any portion of the terms and conditions is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect. The terms and conditions may be modified only by our posting of changes to the terms and conditions or by a subsequent writing signed by Lucidity.
  1. No Waiver. The failure of Lucidity to enforce any provisions of these Terms or respond to a breach by you or other parties shall not in any way waive its right to enforce subsequently any of these Terms or to act with respect to similar breaches.
  1. Termination. We reserve the right to suspend or revoke (temporarily or permanently) your use of the Service, reject your Content or terminate these Terms if we suspect that you have violated any provision of these Terms, in addition to any and all other remedies available to us. You may discontinue your use of the Service at any time. All provisions of these Terms that are, by their nature, meant to survive termination or expiration of these Terms, including but not limited to those relating to liability and indemnity, shall survive any expiration or termination of these Terms.
  1. Miscellaneous. You are prohibited from assigning your rights and obligations under the Terms. Lucidity may assign its rights and obligations in its sole discretion at any time, in whole or in part, without notice to you. The captions in these Terms are for convenience only and have no legal or contractual significance. Where the context permits all words in the singular shall include the plural and vice versa. You agree that regardless of any statute or law to the contrary, any claim or cause of action against us arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Lucidity may give notices to users of the Service, at its option, by posting a message, by electronic or conventional mail or by any other written means. Notices to Lucidity must be given by electronic mail sent by accessing Lucidity’s online contact form or to legal@golucidity.com

Last Updated: June 18, 2019