Terms of Service

Last Updated: [DATE]

1. Agreement to Terms

These Terms of Service ("Terms") govern access to and use of the Lumen Steps application and related services (the "Service") provided by Lumen Steps LLC ("Lumen Steps," "we," "us," or "our"). By creating an account, accessing, or using the Service, the organization on whose behalf the account is created (the "Customer," "Clinic," or "you") and each individual user accessing the Service on the Customer's behalf agree to be bound by these Terms.

If you are entering into these Terms on behalf of a company, clinic, or other legal entity, you represent that you have the authority to bind that entity, in which case "you" refers to that entity.

If you do not agree to these Terms, do not access or use the Service.

2. Description of the Service

The Service is a practice-management application designed to help Applied Behavior Analysis ("ABA") providers — including Board Certified Behavior Analysts ("BCBAs") and Registered Behavior Technicians ("RBTs") — manage client programs, session documentation, scheduling, and related clinical workflows.

The Service is a documentation and workflow tool. It does not provide clinical, medical, therapeutic, or behavioral advice, and it is not a substitute for the professional judgment, training, licensure, and supervision requirements applicable to BCBAs, RBTs, and other clinical staff. Customer is solely responsible for the clinical decisions made and services delivered by its staff, regardless of any data, summary, chart, or output generated by the Service.

3. Eligibility and Accounts

• The Service is intended for use by clinics and licensed/credentialed professionals and their supervised staff acting within the scope of their employment or contract with Customer. It is not intended for use by, and should not be used to interact directly with, clients, patients, or minors as end users.
• Each individual user must have their own account and credentials. Accounts may not be shared between individuals.
• Customer is responsible for (a) all activity occurring under its accounts, (b) promptly deactivating accounts for staff who leave or change roles, and (c) maintaining the confidentiality of login credentials. Notify us immediately at the contact below if you suspect unauthorized account access.
• Customer is responsible for assigning appropriate roles (e.g., BCBA, RBT, admin) to each user and for ensuring role assignments reflect that user's actual qualifications and authorization level.

4. Customer Responsibilities

As between Lumen Steps and Customer, Customer is responsible for:

• Obtaining all consents, authorizations, and disclosures required by law (including HIPAA and applicable state law) from clients/patients or their parents/guardians before entering their information into the Service.
• The accuracy, quality, and legality of all data entered into the Service, and of having the right to enter it.
• Ensuring its use of the Service, and its staff's use of the Service, complies with HIPAA, applicable professional licensing board requirements, and all other applicable laws.
• Maintaining its own Notice of Privacy Practices and any other client/patient-facing disclosures required by law — these are Customer's obligation, not Lumen Steps's.
• Executing and complying with the Business Associate Agreement ("BAA") made available to Customer prior to storing any protected health information ("PHI") in the Service. Customer may not enter PHI into the Service unless a BAA is in effect between Customer and Lumen Steps.

5. License Grant

Subject to these Terms and payment of any applicable fees, Lumen Steps grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of this agreement, solely for Customer's internal business purposes in delivering ABA services.

This license does not include any right to: resell or sublicense the Service; reverse engineer, decompile, or attempt to extract source code except as permitted by law; use the Service to build a competing product; remove proprietary notices; or use the Service in a manner that violates applicable law.

6. Acceptable Use

You agree not to:

• Use the Service to store, transmit, or process data you do not have the legal right to store, transmit, or process.
• Attempt to gain unauthorized access to any account, data, or system not belonging to you.
• Interfere with or disrupt the integrity or performance of the Service.
• Use automated means (scraping, bots, etc.) to access the Service outside of provided integrations/APIs.
• Upload malicious code or attempt to probe, scan, or test the vulnerability of the Service without prior written authorization from Lumen Steps.
• Use the Service in any way that could create liability for, or cause harm to, Lumen Steps, other Customers, or any client/patient.

7. Data Ownership and Use

• Customer owns its data. As between the parties, all client/patient records, session notes, program data, and other content entered by Customer or its staff into the Service ("Customer Data") remain the property of Customer.
• Lumen Steps will process Customer Data, including any PHI, only as necessary to provide the Service, at Customer's direction, and consistent with the BAA and our Privacy Policy. Lumen Steps will not sell Customer Data or use it for advertising.
• Lumen Steps may use de-identified, aggregated data (from which no individual can reasonably be identified) for purposes such as improving the Service, provided such use is consistent with the BAA and applicable law.
• Upon termination, Lumen Steps will make Customer Data available for export and/or delete it consistent with the BAA and our Privacy Policy's retention terms.

8. Intellectual Property

The Service, including its software, design, trademarks, and content (excluding Customer Data), is owned by Lumen Steps and its licensors and is protected by intellectual property laws. Nothing in these Terms transfers ownership of the Service to Customer.

9. Fees and Payment

[PRICING TERMS — to be completed based on your actual pricing model: subscription tier, per-seat pricing, invoicing cadence, late payment terms, and renewal/auto-renewal language. This needs a real business decision before it goes into a binding contract.]

10. Term and Termination

• These Terms remain in effect for as long as Customer has an active account, or for the term specified in an applicable order form/subscription agreement.
• Either party may terminate for the other party's material breach if the breach is not cured within [NOTICE PERIOD] days of written notice.
• Lumen Steps may suspend or terminate access immediately if Customer's use poses a security risk, violates applicable law, or violates Section 4 (PHI without a BAA) or Section 6 (Acceptable Use).
• Upon termination, Customer's right to access the Service ends. Data return/deletion is handled per Section 7 and the BAA.

11. Service Availability

We aim to keep the Service available and reliable, but we do not guarantee uninterrupted or error-free operation. We may perform scheduled maintenance and will use reasonable efforts to minimize disruption. [Add an SLA/uptime commitment here only if you intend to actually commit to one contractually.]

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LUMEN STEPS DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY OUTPUT GENERATED BY THE SERVICE (INCLUDING CHARTS, SUMMARIES, OR EXPORTED DOCUMENTS) WILL BE ACCURATE OR COMPLETE. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING ALL CLINICAL DOCUMENTATION BEFORE RELYING ON IT.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LUMEN STEPS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF DATA, REVENUE, OR PROFITS, ARISING FROM OR RELATED TO USE OF THE SERVICE. LUMEN STEPS'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO LUMEN STEPS IN THE [TWELVE (12) MONTHS] PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

[This cap and carve-outs (e.g., for a party's own indemnification obligations, gross negligence, or willful misconduct, which are often excluded from liability caps) need to be set by counsel — the numbers and exclusions above are placeholders, not recommendations.]

14. Indemnification

Customer agrees to indemnify and hold Lumen Steps harmless from claims arising out of: (a) Customer Data, including any lack of required consents/authorizations for its collection; (b) Customer's or its staff's violation of these Terms or applicable law; or (c) clinical decisions made by Customer's staff.

Lumen Steps agrees to indemnify Customer against third-party claims that the Service, as provided by Lumen Steps and used in accordance with these Terms, infringes a valid US intellectual property right, subject to standard carve-outs (e.g., modified versions, combination with other products, continued use after notice of infringing use).

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of [JURISDICTION], without regard to conflict-of-law principles. [Add dispute resolution mechanism here — litigation venue, or an arbitration clause if you intend to require arbitration. This is a significant decision that affects Customer's legal rights and should be made deliberately with counsel, not left as a template default.]

16. Changes to the Service and These Terms

We may modify the Service over time, including adding, changing, or removing features. We may update these Terms from time to time; material changes will be communicated to Customer with reasonable advance notice. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

17. Beta and Experimental Features

From time to time the Service may include features labeled as "beta," "preview," or "experimental." These features are provided for evaluation purposes, may be changed or discontinued at any time, and are provided without the warranties or service-level commitments applicable to generally available features. Customer should exercise additional caution before relying on beta features for clinical documentation.

18. Third-Party Services

The Service relies on third-party infrastructure providers (currently Google Cloud Platform / Firebase) to operate. Use of the Service is also subject to the acceptable use terms of those providers to the extent applicable. Lumen Steps is not responsible for outages or issues caused solely by a third-party infrastructure provider, though we will use reasonable efforts to notify Customer of any material impact.

19. General

• Entire Agreement. These Terms, together with the Privacy Policy, any BAA, and any applicable order form, constitute the entire agreement between the parties regarding the Service.
• Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.
• No Waiver. Failure to enforce any provision is not a waiver of the right to do so later.
• Assignment. Customer may not assign these Terms without Lumen Steps's consent, except in connection with a merger or sale of substantially all assets.
• Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.

20. Contact Us