Lucidity Direct, LLC ("Lucidity"
) offers users of the Lucidity Website located at https://https://www.luciditydirect.com
) a loyalty program (the "Program"
) as described below. These Terms and Conditions, as amended from time to time (the "Program Rules"
) govern the Program and your participation in the Program ("Participant"
). Participation in the Program is subject to the Program Rules set forth below, and these Program Rules apply universally to the Program unless specifically indicated otherwise, and supersede all previous Program Rules.
By establishing a profile on the Website (a "Profile"
In addition to the Program Rules, participation in the Program is subject to such other rules, regulations, policies and procedures that Lucidity may, in its sole discretion, adopt from time to time. Lucidity may amend the Program Rules at any time without notice in its sole discretion. Lucidity has the sole discretion to interpret and apply the Program Rules.
The accumulation of points through the Program (“Points”) is subject to the Program Rules. Each Participant is responsible for reading the Program Rules, as amended, and any Rewards statements provided on the Website in order to understand his or her rights, responsibilities, and status in the Program, as well as the structure for earning and redeeming rewards ("Rewards", individually, a "Reward").
Lucidity has the right, in its sole discretion, to effect an amendment, change, limitation, modification or cancellation (collectively, an "Amendment") of the Program Rules, Rewards, and/or Reward levels at any time, with or without notice, even though such changes may, by way of example and not limitation, affect the value of Points (including substantially increasing the number of Points required to redeem any Reward) or the ability to obtain certain Rewards. In addition, Lucidity may, among other things: a) increase or decrease the number of Points earned for certain activities as described below; b) withdraw, limit, modify or cancel any Reward; or, c) change benefits, conditions of participation, rules for earning, accruing, using, redeeming, retaining or forfeiting Points, or rules governing the use of Rewards. Your continued participation in the Program after any such Amendment constitutes an affirmative agreement by You to any such Amendment and your agreement to abide thereby. In accumulating Points, Participants may not rely upon the continued availability of any Reward or Reward level, category or tier. Additionally, Participants may be eligible for different Rewards and Rewards levels based on certification or licensing that they maintain and the applicable Reward levels at the time such Participant joins the Rewards program.
As permitted by applicable law, any Amendment will become effective at the time Lucidity posts the revised Program Rules to its Website. Unless Lucidity states otherwise, any Amendment will apply to the Participants future and existing Points. You are deemed to accept an Amendment if: (1) You do not notify Lucidity to the contrary in writing within 20 calendar days of the date such Amendment has been posted to Lucidity's Website or its notice to You ("Notice Period") or (2) You earn, accrue, use or redeem any Points or Rewards after such Notice Period. If You notify Lucidity that You do not accept an Amendment during the Notice Period, Lucidity will cancel your Points and, subject to the Program Rules, refund any remaining balance to You at the redemption rate in place just prior to the applicable Amendment. Additionally, Lucidity has the right to terminate the Program by providing notice, including without limitation, on its Website, by email or through your Profile portal or account three (3) months in advance of Program termination. In that event, the right to earn, accrue, use or redeem Points or Rewards may end three (3) months after such notification, no matter the extent of your participation in the Program. Lucidity may terminate the Program earlier in whole or in part in any jurisdiction(s) if required to do so by applicable law.
After submitting a Profile, a User ID Number will be assigned to each Participant; upon establishing a Profile and receiving this number, a Participant becomes eligible to earn Points.
Program Points and Rewards earned through participating in the Program may be subject to tax liability. Any tax liability, including disclosure, connected with the Program or the receipt or use of Program Points is the sole responsibility of the Participant.
Without notice to You, Lucidity reserves the right to suspend and/or terminate your account and/or your participation in the Program if Lucidity determines in its sole discretion that You have violated the Program Rules, You have more than one (1) account, or that the use of your account is unauthorized, deceptive, fraudulent or otherwise unlawful. Lucidity may, in its sole discretion, suspend, cancel or combine accounts that appear to be duplicative. In addition, Lucidity reserves the right to reject applications for the Program, to revoke, cancel or suspend any Participant or Reward, and/or any and all unredeemed Points, or take other action at its sole discretion, at any time with immediate effect and without written notice or liability to any Participant, if Lucidity believes: (a) the Participant has (1) breached any agreement between Lucidity and the Participant (2) acted in a manner inconsistent with applicable law, rule, regulations, professional or moral standards or ordinances, (3) engaged in any misconduct or wrongdoing, including without limitation, involving Point credit, Reward use, Participant benefits, misdemeanors, crimes and/or conduct of moral turpitude or (4) engaged in abusive, fraudulent, inappropriate, or hostile conduct in connection with the Program, or Lucidity or its employees; (b) if Participant’s Profile is suspended or terminated by Lucidity; or (c) Lucidity's provision of the Program and/or any associated benefits (including but not limited to Points or Rewards) to Participant may violate any applicable laws to which Lucidity is subject from time to time. In the event that your participation in the Program is terminated, then all accumulated Points in your account(s) are void.
Nothing in these Program Rules will limit Lucidity from exercising any legal rights or remedies that it may otherwise have.
Participation in the Program and the awarding of Points are automatically void where prohibited by applicable law.
Lucidity has the sole discretion to interpret and apply the Program Rules, and all questions or disputes regarding these Program Rules will be resolved by Lucidity in its sole discretion.
Points have no cash value unless redeemed pursuant to the Program Rules. Points are not your property. Points are issued without separate payment or other consideration by You, and exist at the sole discretion of Lucidity as part of the Rewards Program. Points cannot be purchased. Points may not be assigned, transferred or pledged to any third party. Points may not be transferred by operation of law, such as by inheritance, in bankruptcy or in connection with a divorce.
In the event of any conflict between the Program Rules and the terms and conditions of any services agreement (the "Services Agreement") entered into by and between You and Lucidity, the terms and conditions of the Services Agreement shall supersede the Program Rules.
BY ESTABLISHING A PROFILE HEREUNDER, YOU AGREE THAT LUCIDITY AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (COLLECTIVELY, THE “RELEASED PARTIES”) WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR, AND SHALL BE HELD HARMLESS BY YOU AGAINST ANY LIABILITY FOR ANY INJURIES, LOSSES OR DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE OR EXEMPLARY DAMAGES) TO PERSONS, INCLUDING PERSONAL INJURY OR DEATH, OR PROPERTY ARISING IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM PARTICIPATION IN THE REWARDS PROGRAM.
THE RELEASED PARTIES ARE NOT RESPONSIBLE IF ANY REWARD CANNOT BE AWARDED. IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU FOR ANY DELAY IN OR FAILURE TO PERFORM DUE TO CAUSES BEYOND THEIR CONTROL, INCLUDING, WITHOUT LIMITATION, ANY ACT OF GOD, ACT OF WAR, NATURAL DISASTER, WEATHER, TERRORISM, GOVERNMENT ACTION OR LEGISLATION OR ANY ACT OR OMISSION OF A THIRD PARTY.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS SPECIFICALLY PROVIDED OTHERWISE IN THESE PROGRAM RULES, EVERYTHING REGARDING THE REWARDS PROGRAM, INCLUDING THE WEBSITE AND ALL REWARDS, ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.
THIS SECTION WILL SURVIVE TERMINATION OF YOUR PARTICIPATION IN THE PROGRAM.
Please read this section carefully. It affects rights that You may otherwise have. It provides for resolution of most disputes through mediation and/or arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This arbitration clause shall survive termination of the Program aND TERMINATION OF YOUR ACCOUNT.
The parties hereto shall resolve any dispute or disagreement arising out of this Agreement or the performance thereof by submitting such dispute first to mediation and second to binding arbitration pursuant to the following procedures; provided that this paragraph shall not prevent Lucidity from obtaining injunctive relief for violations by the Participants of the Program Rules. Any dispute arising out of this Program OR THE PROGRAM RULES or the performance thereof shall be resolved by submitting the same to nonbinding mediation and thereafter, if not resolved, by submitting the same to binding arbitration. Mediation shall be conducted by an independent qualified mediator agreed to by both parties. If the parties fail to agree as to a mediator within ten days of the first notice of mediation from one party to the other, the choice of a mediator shall be made by the American Arbitration Association (“AAA”) (or another arbitrating entity selected by Lucidity) in North Carolina in durham county (or any adjacent county). If the dispute is not settled through mediation, the parties shall, upon the request of either party, submit the dispute to binding arbitration by the AAA, to be held in a location agreed to by the parties, and if the parties cannot agree to location, a location determined by the AAA. In any action at law or in equity or in any arbitration proceeding to enforce or interpret the terms of the Program Rules, the prevailing party shall be entitled to reasonable attorneys' fees and costs, paralegal fees, costs of discovery, all fees and costs of appellate proceedings, and necessary disbursements in addition to any other relief to which such party may be entitled.
Opt-Out. Notwithstanding the above, You may choose to pursue your claim in court and not by arbitration if You opt out of this arbitration provision within 30 days from the earliest of the date You first received approval for your Profile, earned any Points or booked any clinical assignment (the "Opt Out Deadline"). You may opt out of these arbitration procedures by sending Lucidity a written notice that You opt out to the following address: 3114 Croasdaile Dr Suite 201, Durham, NC 27705. Any opt-out received after the Opt Out Deadline (allowing three (3) additional days for mailing) will not be valid and you must pursue your claim in arbitration or small claims court.
Class Action Waiver and Jury Waiver. You and Lucidity each agree that any proceeding, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action. If a court or arbitrator determines in an action between You and Lucidity that this class action waiver is unenforceable, the arbitration agreement will be void as to You. If You opt out of the arbitration provision as specified above, this class action waiver provision will not apply to You. Neither You, nor any other customer, can be a class representative, class member, or otherwise participate in a class, consolidated or representative proceeding without having complied with the opt out procedure set forth above. If for any reason a claim proceeds in court rather than through arbitration, You and Lucidity each waive any right to a jury trial.
The Program Rules shall be governed by, and construed and enforced in accordance with, the laws of the state of where the headquarters of Lucidity are located. Venue for any disputes arising out of or related to the Program Rules shall be the state and federal courts located in the state of North Carolina in Durham County (or any adjacent county).