END USER AGREEMENT
Effective Date: 12/13/2025
This End User License Agreement (“Agreement”) is a binding legal contract between:
The Merc Centers Limited Liability Company, doing business as Lucidium World (“Company,” “Licensor,” “we,” “us,” or “our”)
and
Any individual or entity accessing, installing, loading, executing, interfacing with, or otherwise using the Software (“Licensee,” “you,” or “your”), including without limitation users, practitioners, creators, merchants, vendors, businesses, and commercial entities, regardless of role, compensation status, or contractual relationship.
1. ABSOLUTE CHARACTER OF THIS AGREEMENT
1.1 Infrastructure License Only.The Software is proprietary infrastructure. You are granted no rights of ownership, possession, tenancy, partnership, agency, or participation. Your rights are limited solely to a temporary, conditional permission to access Company-controlled systems.
1.2 No Expectation Doctrine.You expressly acknowledge and agree that:
1.3 Non-Negotiable Condition of Access. Access to the Software is conditioned on ongoing compliance. Any violation voids this Agreement ab initio with respect to your access rights.
2. EXPANSIVE DEFINITIONS (CONTROLLED INTERPRETATION)
2.1 “Software” includes, without limitation:
2.2 “Outputs” means any result whatsoever produced directly or indirectly by the Software, including text, images, interpretations, recommendations, classifications, states, analytics, and responses.
2.3 “Platform Infrastructure”includes domains, subdomains, routing, authentication, payment flows, moderation systems, storage systems, and internal tooling.
These definitions control interpretation of this Agreement.
3. LICENSE GRANT (NARROW, REVOCABLE, NON-VESTING)
3.1 Grant. The Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Software only through Company-authorized interfaces and only for purposes expressly permitted by the Company.
3.2 No Vesting. No license, right, or access vests over time, through payment, through role status, or through contribution.
3.3 Automatic Termination. Any breach automatically terminates the license without notice, cure period, or further action.
3A. SUBSCRIPTIONS, BILLING, AND CANCELLATION
3A.1 Subscription Access Only.
Certain features or access levels of the Software may require payment of a recurring subscription fee (“Subscription”). A Subscription provides time-limited access only and does not create ownership, vested rights, or guaranteed availability of any feature, Output, data, or access level. No subscription tier, payment level, or role creates a service level agreement, uptime guarantee, priority access, or minimum availability obligation.
3A.2 Automatic Renewal.
Unless cancelled prior to the end of the applicable billing period, Subscriptions automatically renew for successive billing cycles at the then-current rate using the payment method on file or the applicable third-party platform billing method, as applicable.
3A.3 End-of-Cycle Cancellation Effect.
You may cancel a Subscription at any time through authorized account management tools or applicable app store controls. Cancellation prevents future renewal only. Access remains available until the end of the then-current billing cycle.
3A.4 No Prorated Refunds.
Except where required by applicable law, no prorated refunds, credits, or partial reimbursements are provided for unused time, early cancellation, or non-renewal. Subscription fees are charged in advance (where applicable) and are non-refundable except where required by applicable law.
3A.5 Termination Distinguished.
Cancellation of a Subscription does not limit the Company’s right to suspend or terminate access under Section 8, which may occur immediately and independently of billing status.
3A.6 Third-Party Billing Platforms.
Subscriptions purchased through third-party platforms are governed by that platform’s billing, renewal, and cancellation terms. The Company does not control third-party billing decisions or refund processing. You are solely responsible for cancelling through the applicable platform’s subscription settings.
3A.7 Changes to Pricing or Tiers.
The Company may modify Subscription pricing, tiers, or included features at any time. Changes apply prospectively and do not create renewal rights at prior rates.
3A.8 Trials and Promotional Offers.
If the Company offers a free trial, discounted period, or promotional Subscription, the Subscription will convert to a paid Subscription automatically at the end of the trial or promotional period unless cancelled before the trial or promotional period ends. Trial eligibility and duration are determined by the Company or the applicable third-party platform.
3B. ACCOUNT RESPONSIBILITY AND CREDENTIAL SECURITY
3B.1 You are solely responsible for all activity conducted through your account, credentials, devices, access methods, or associated authentication mechanisms, whether authorized by you or not.
3B.2 You agree to maintain the confidentiality and security of your login credentials and to promptly notify the Company of any unauthorized access or suspected security breach.
3B.3 The Company is not responsible for any loss, damage, liability, or disruption arising from unauthorized access resulting from your failure to safeguard account credentials or devices.
3C. EARLY-BIRD, PRE-LAUNCH, AND PROMOTIONAL ACCESS (NON-VESTING; NON-TRANSFERABLE; NO RELIANCE)
3C.1 Promotional Access Only.
The Company may, at its sole discretion, provide early-bird, pre-launch, limited-time, or promotional access, pricing, discounts, credits, or incentives (“Early-Bird Access”). Early-Bird Access is promotional, conditional, and does not create ownership, vested rights, continuity rights, or guaranteed feature persistence.
3C.2 License Character; No Ownership; No Perpetuity.
Early-Bird Access constitutes a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Software solely through Company-authorized interfaces and solely while in compliance with this Agreement. Early-Bird Access does not grant any ownership interest in the Software, Platform Infrastructure, Outputs, features, content, Virtual Goods, Virtual Currency, systems, databases, mechanics, or intellectual property. No right becomes perpetual, vested, or irrevocable by reason of early access, payment, role status, contribution, or continued use.
3C.3 No Feature Lock; No Continuity; No Promise of Availability.
Unless expressly stated in writing by the Company, Early-Bird Access does not guarantee the continued availability of any feature, Output type, access level, content category, subscription tier, pricing rate, promotion, data retention, history, or functionality. The Company may modify, restrict, suspend, or discontinue Early-Bird Access or any related feature at any time.
3C.4 No Reliance on Marketing, Roadmaps, or Communications.
Early-Bird Access is granted solely under this Agreement. No marketing materials, advertisements, previews, roadmaps, timelines, feature lists, community posts, emails, social media statements, or informal communications shall modify, expand, or create reliance with respect to the license granted herein.
3C.5 No Priority, Influence, or Special Status.
Early-Bird Access does not confer priority support, influence over development decisions, voting rights, governance participation, advisory status, roadmap control, or preferential treatment of any kind.
3C.6 No Stacking of Promotions.
Early-Bird Access may not be combined, stacked, or used in conjunction with any other discounts, credits, coupons, promotions, or incentives unless expressly stated in writing by the Company. If stacking is attempted or applied in error, the Company may revoke the additional discount(s), adjust charges, suspend access, or terminate the license to the maximum extent permitted by law.
3C.7 Eligibility Limitations; Anti-Circumvention.
Eligibility for Early-Bird Access is determined solely by the Company and may be limited by account, role, subscription tier, device, payment method, jurisdiction, enrollment window, or other criteria. Any attempt to circumvent eligibility limitations, including creation of multiple accounts, misrepresentation, or promotional abuse, constitutes a material breach of this Agreement.
3C.8 Non-Transferable; No Assignment; No Resale.
Early-Bird Access is personal to the Licensee account granted such access and is non-transferable. Early-Bird Access may not be sold, assigned, gifted, transferred, sublicensed, or resold, directly or indirectly, and does not survive any attempted transfer, account sale, account sharing, or change in account ownership.
3C.9 Not a Beta, Partnership, or Co-Development Relationship.
Early-Bird Access does not constitute beta participation, testing rights, co-development, partnership, joint venture, employment, advisory role, or collaborative relationship, and creates no obligation on the Company to solicit, consider, or implement feedback.
3C.10 Termination Effect Controls.
Early-Bird Access terminates automatically upon breach and may be revoked at any time pursuant to this Agreement. Upon termination, the destructive effect provisions of Section 8 apply fully, including loss of access, potential forfeiture of Virtual Currency and Virtual Goods, and potential loss of stored data, except where required by applicable law.
4. COMPREHENSIVE PROHIBITIONS (STRICT LIABILITY)
You may not, directly or indirectly, intentionally or unintentionally:
4.1 Copy, scrape, mirror, archive, store, index, or reproduce the Software, Outputs, or Platform Infrastructure.
4.2 Reverse engineer, decompile, disassemble, inspect, probe, test, benchmark, infer, or attempt to discover:
4.3 Use the Software, Outputs, or any Platform data to:
4.4 Circumvent or bypass any technical, commercial, or contractual restriction.
4.5 Use automation, bots, scripts, or unauthorized integrations.
Violation of this Section constitutes irreparable harm.
SECTION 5. OWNERSHIP, COPYRIGHT, AND ABSOLUTE DIGITAL CONTROL
5.1 Total Ownership Assertion.All right, title, and interest in and to the Software, Platform Infrastructure, Outputs, data structures, databases, compilations, system behavior, artificial intelligence systems, workflows, logic, audiovisual elements, virtual environments, derivatives, modifications, enhancements, and improvements, whether now existing or hereafter developed, are and shall remain the exclusive property of the Company.
5.2 No Transfer, Ever. No ownership interest, copyright interest, database right, or other intellectual property right is transferred to you under any theory, including sale, license, contribution, reliance, equity, or course of dealing.
5.3 Outputs Are Company-Controlled.To the maximum extent permitted by law:
5.4 Compilation and Database Rights. The selection, coordination, arrangement, structure, timing, and presentation of all data and Outputs constitute proprietary compilations protected by copyright, database, and unfair competition laws.
5.5 No Exhaustion or First Sale.The doctrines of first sale, exhaustion, implied license, and equitable ownership do not apply.
SECTION 6. CONTINUOUS NON-RELIANCE AND ASSUMPTION OF RISK
6.1 No Reliance Covenant. You expressly covenant that you will not rely, and have not relied, on:
6.2 Assumption of Risk. You assume all risk arising from use of the Software, Outputs, access rights, and Platform Infrastructure.
6.3 No Expectation of Continuity.No expectation of access, storage, availability, persistence, or continuity is created under any circumstances.
SECTION 7. ROLE-BASED ACCESS DOES NOT CREATE RIGHTS
7.1 Users. User access is revocable, non-vested, and subject to withdrawal without notice.
7.2 Practitioners. Practitioner access:
7.3 Merchants and Vendors.Merchant access:
7.4 No Status Elevation. No role, payment level, subscription tier, or revenue share alters license scope.
7.5 Practitioner Applicability.
Practitioners are Licensees under this Agreement and are fully subject to all licensing restrictions, termination provisions, subscription rules, arbitration requirements, and enforcement mechanisms, regardless of any separate Practitioner Agreement.
SECTION 8. TERMINATION WITH MAXIMUM EFFECT
8.1 Unilateral Revocation. The Company may revoke access immediately, without notice, for any reason or no reason, including perceived risk.
8.2 Destructive Effect of Termination. Upon termination:
8.3 No Post-Termination Claims.You waive any claim arising from termination, loss of access, or loss of data.Access may be suspended, limited, throttled, or restricted, with or without notice, where the Company determines such action is necessary to protect system integrity, security, availability, performance, infrastructure stability, or to prevent abuse, automated misuse, excessive load, scraping, or security threats.
SECTION 9. INJUNCTIVE RELIEF AND ENFORCEMENT PRESUMPTION
9.1 Irreparable Harm Presumed.Any breach of this Agreement constitutes irreparable harm as a matter of law.
9.2 Equitable Remedies. The Company is entitled to injunctive, equitable, and specific performance relief without bond or proof of damages.
9.3 Cumulative Remedies. All remedies are cumulative and not exclusive.
SECTION 10. DISCLAIMERS (REASSERTED, NOT SUMMARIZED)
10.1 THE SOFTWARE, OUTPUTS, AND PLATFORM INFRASTRUCTURE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”
10.2 THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND AVAILABILITY.
10.3 YOU BEAR SOLE RESPONSIBILITY FOR ALL CONSEQUENCES OF USE.
SECTION 11. LIMITATION OF LIABILITY (NO SOFTENING)
11.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT OR INDIRECT.
11.2 TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF:
11.3 LIABILITY LIMITATIONS APPLY REGARDLESS OF THEORY.
SECTION 12. BROAD-FORM INDEMNIFICATION
12.1 You agree to defend, indemnify, and hold harmless the Company from all claims, actions, losses, liabilities, damages, regulatory actions, and expenses arising from:
SECTION 13. SURVIVAL, SEVERABILITY, AND FINALITY
13.1 All ownership, restriction, enforcement, disclaimer, indemnity, and limitation provisions survive termination indefinitely.
13.2 If any provision is held unenforceable, the remaining provisions remain in full force.
13.3 This Agreement is final, controlling, and exclusive as to software licensing and digital rights.
EUROPEAN UNION ANNEX
(Mandatory Consumer Rights Carve-Out Without Waiver of Core Rights)
This European Union Annex (“EU Annex”) applies only to users, practitioners, merchants, or entities who are legally classified as consumers under applicable European Union consumer protection laws and who are domiciled in a Member State of the European Union.
Except as expressly required by mandatory European Union law, all provisions of the End User License Agreement and Terms of Service remain fully applicable and enforceable.
1. NO GENERAL WAIVER OR WEAKENING
1.1 Preservation of Core Agreement.This EU Annex does not replace, supersede, or broadly modify the End User License Agreement or Terms of Service. It provides only those limited adjustments that cannot be excluded under mandatory European Union law.
1.2 No Expansion of Rights.Nothing in this EU Annex grants ownership, intellectual property rights, data rights, access rights, continuity rights, or reliance rights beyond what is strictly required by law.
2. CONSUMER CLASSIFICATION LIMITATION
2.1 Business Users Excluded.This EU Annex applies only to individuals acting for purposes wholly outside their trade, business, craft, or profession.
2.2 Practitioners, Merchants, and Vendors. Practitioners, merchants, vendors, creators, and any users acting in a commercial or professional capacity are not consumers and are expressly excluded from consumer protections to the extent permitted by law.
3. STATUTORY WARRANTY RIGHTS (NON-EXCLUDABLE ONLY)
3.1 Legal Guarantee. Nothing in the End User License Agreement excludes or limits statutory warranty rights provided under applicable European Union law for digital content or digital services.
3.2 No Additional Warranties.Except for mandatory statutory guarantees, the Software and Outputs are provided without additional warranties.
3.3 Scope Limitation. Statutory remedies apply only to defects recognized under applicable law and do not extend to:
to the maximum extent permitted by law.
4. DIGITAL CONTENT AND SERVICE MODIFICATIONS
4.1 Right to Modify. To the extent permitted by European Union law, the Company may modify, update, or discontinue digital content or digital services.
4.2 No Continuity Guarantee.Users acknowledge that digital services may evolve, change, or be withdrawn and that no expectation of permanence is created.
4.3 Legally Required Notice Only.Where European Union law requires notice or remedies for certain changes, the Company will comply only to the extent required, without creating broader obligations.
5. WITHDRAWAL RIGHTS (COOLING-OFF PERIOD)
5.1 Digital Content Exception.Where applicable, consumers acknowledge that the right of withdrawal may be lost once performance of digital services begins, where lawful and where consent has been provided.
5.2 Explicit Consent. By accessing or using the Software after purchase or subscription activation, you expressly consent to immediate performance and acknowledge the potential loss of withdrawal rights, where permitted by law.
5A. SUBSCRIPTIONS AND BILLING (EU CONSUMERS)
For consumers domiciled in the European Union, subscriptions, billing, renewal, and cancellation are governed by Section 3A of the End User License Agreement, except where mandatory European Union consumer protection law requires otherwise.
Nothing in this Annex creates:
except to the minimum extent required by applicable law.
The Company may suspend or restrict access in cases of suspected fraud, payment reversal, chargeback, or non-payment, subject to any mandatory consumer protections under applicable European Union law.
Nothing in this section limits statutory refund or dispute rights that cannot be waived under European Union law.
6. LIABILITY LIMITATIONS (MANDATORY CARVE-OUT ONLY)
6.1 Non-Excludable Liability.Nothing in the End User License Agreement limits liability for:
6.2 All Other Limitations Preserved. All other liability limitations, disclaimers, and exclusions remain fully enforceable to the maximum extent permitted by law.
7. ARTIFICIAL INTELLIGENCE AND AUTOMATED SYSTEMS DISCLOSURE
7.1 Automated Processing Notice.The Software uses automated and algorithmic systems, including artificial intelligence, to generate Outputs and personalize experiences.
7.2 No Human Review Guarantee.Outputs are generated automatically and are not subject to human review unless expressly stated.
7.3 No Decision-Making Reliance.Outputs do not constitute legally binding decisions and must not be relied upon for medical, legal, financial, or professional decisions.
8. DATA PROTECTION INTERACTION
8.1 Privacy Law Supremacy.Personal data processing is governed exclusively by the Privacy Policy and applicable data protection law.
8.2 No Ownership of Personal Data Systems. Users do not acquire ownership or control rights over the Company’s data systems, databases, or processing logic.
8.3 Exercise of Rights. Data subject rights may be exercised as described in the Privacy Policy and only to the extent required by law.
9. DISPUTE RESOLUTION AND JURISDICTION (EU USERS)
9.1 Mandatory Consumer Forums.Where European Union law grants consumers the right to bring disputes before local courts, such rights are preserved.
9.2 No Class Action Creation.Nothing in this EU Annex creates a right to class or collective actions beyond what is mandated by law.
9.3 Online Dispute Resolution.Where required, consumers may access the European Commission Online Dispute Resolution platform.
9.4 Relationship to Governing Law and Arbitration Provisions.
Any governing law, venue selection, arbitration, or dispute resolution provisions set forth in the End User License Agreement or Terms of Service apply to EU consumers only to the extent permitted by applicable European Union consumer protection law.
Nothing in this Annex deprives consumers of mandatory rights to bring claims before competent courts in their country of residence.
10. PREVAILING LANGUAGE AND INTERPRETATION
10.1 Controlling Interpretation.This EU Annex shall be interpreted narrowly and only to the extent required to ensure compliance with European Union law.
10.2 Preservation Clause. If any provision of this EU Annex is held invalid, the remainder of the End User License Agreement and this Annex remain in full force and effect.
FINAL CONFIRMATION
For European Union users, this Annex ensures compliance without surrendering platform control.
For practitioners and merchants, this Annex does not apply, except where legally unavoidable.
For all other users, the core End User License Agreement remains dominant.
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