LunaStat — End User License Agreement (EULA)
Licensor: Medresearch LLC, a Tennessee limited liability company ("Medresearch," "we," "us").
IMPORTANT — READ CAREFULLY. This End User License Agreement ("Agreement") is a legal agreement between
you (either an individual or a single legal entity, "you") and Medresearch LLC governing your use of the
LunaStat desktop software, including its executables, libraries, data files, and accompanying
documentation (collectively, the "Software"). By installing, activating, or using the Software, you agree
to be bound by this Agreement. If you do not agree, do not install, activate, or use the Software.
1. License grant
Subject to your continuous compliance with this Agreement and, where the Software is provided on a paid
basis, your payment of the applicable fees for the subscription or license plan you have purchased (your
"Plan"), Medresearch grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable
license to install and use the Software on-device for your internal research purposes, on the number
of machines permitted by your Plan (by default, up to two (2) machines per license), for the term of your
Plan.
The Software is licensed, not sold. Medresearch and its licensors retain all right, title, and
interest in and to the Software, including all intellectual property rights. No rights are granted except
as expressly set out in this Agreement.
2. Activation and machine binding
The Software uses an offline license-activation mechanism. To activate a paid Plan you provide a signed
license token bound to an opaque identifier for your machine; no personal or health information is
transmitted to activate. You are responsible for keeping your license token confidential. You may move
your license between machines up to the limits of your Plan using the Software's built-in activation and
deactivation controls.
3. Restrictions
You shall not, and shall not permit any third party to:
(a) copy, distribute, sell, rent, lease, lend, sublicense, host as a service, or otherwise make the
Software available to any third party, except as expressly permitted by your Plan;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying
ideas, or algorithms of the Software, except to the limited extent this restriction is prohibited by
applicable law;
(c) modify, adapt, translate, or create derivative works of the Software;
(d) remove, alter, or obscure any proprietary notices, labels, or marks on or in the Software;
(e) circumvent, disable, or interfere with any licensing, security, or usage-control features of the
Software, or use the Software beyond the scope of your Plan;
(f) use the Software to develop a competing product, or for any benchmarking whose results are published
without Medresearch's prior written consent; or
(g) use the Software in violation of any applicable law or regulation.
4. Research use only — not a medical device
**The Software is provided for research and informational purposes only. It is not a medical device and
is not intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease, or for
any other clinical decision affecting an individual patient.** The Software has not been reviewed,
cleared, or approved by the U.S. Food and Drug Administration (FDA) or any comparable regulatory authority
for clinical use. Outputs of the Software (including statistical results, figures, and generated text)
must be independently verified by a qualified professional before any use, and must not be relied upon as
the basis for any clinical, diagnostic, or treatment decision. **Professional judgment must always
supersede Software output.** You are solely responsible for the appropriateness of any method you select,
the data you provide, the parameters you confirm, and the interpretation and use of any result.
5. Data processing, telemetry, HIPAA status, and your responsibilities
5.1 Data processing (on-device). The Software is designed so that Medresearch does not receive,
process, transmit, or store your datasets, analyses, results, or any patient or health information ("PHI")
in the ordinary operation of the Software. All analysis runs on your device.
5.2 Telemetry and account data. To operate the Software and manage your account and license,
Medresearch may collect limited, PHI-free information — such as account details, license and update
data, and, only if you opt in, anonymous product analytics and error reports. **Medresearch does not
intentionally collect your datasets, results, or PHI**, and the telemetry mechanisms are designed so as
not to collect them. This information is described in, and subject to, the LunaStat Privacy Policy
(available within the Software and at https://www.lunastat.app/privacy), which is incorporated by
reference. Certain features that transmit information to Medresearch (for example, opt-in error reports or
support requests you initiate) are described in the Privacy Policy and, where applicable, are off by
default. You should not include PHI in support requests or in any other communication to Medresearch.
5.3 HIPAA status. Provided you do not transmit PHI to Medresearch (for example, by including PHI in a
voluntary support request), Medresearch does not receive PHI and therefore does not function as a
"business associate" (as defined under HIPAA) under the intended operation of the Software. You must not
transmit PHI to Medresearch through any channel.
5.4 Your responsibilities. You are solely responsible for your use of the Software in compliance with
all laws and regulations applicable to you and your data, including, where applicable, HIPAA and your
institution's policies, and for securing the devices, files, and backups on which you store your data.
6. Updates
The Software may check for and install updates. Update checks transmit only non-personal information
necessary to determine whether a newer version is available (such as the current version, operating
system, and processor architecture) and do not transmit your data. See the Privacy Policy. Updates are
governed by this Agreement unless accompanied by a separate license.
7. Third-party and open-source components
The Software incorporates third-party open-source components licensed under their own terms, which are
listed in the Third-Party Notices made available with the Software (accessible from within the
application and at https://www.lunastat.app). Nothing in this Agreement limits your rights, or grants you
rights in excess of, those separate open-source licenses with respect to those components.
8. Fees, term, renewal, cancellation, and refunds
8.1 Plans and fees. LunaStat is offered as a free tier ("Free") and a paid subscription ("Pro"), with
a discounted rate for verified academic users. Current prices are published on the LunaStat website and
presented at checkout. Paid Plans are billed annually (there is no monthly plan). A time-limited free
trial may be offered; at the end of the trial the Software reverts to the Free tier unless a paid Plan is
purchased.
8.2 Merchant of record. Payments are processed by our authorized reseller and merchant of record (the
"Merchant of Record" or "MOR"), currently Paddle (the specific entity identified at checkout). The MOR
— not Medresearch — is the seller of record for the transaction, issues your invoice, and collects any
applicable sales tax, VAT, or GST. Your purchase is additionally subject to the MOR's buyer terms and
privacy policy. Medresearch may change its Merchant of Record from time to time; the current MOR is
identified at checkout and in your receipt.
8.3 Auto-renewal. Paid annual Plans automatically renew for successive one-year terms at the
then-current price unless cancelled before the renewal date.
8.4 Price changes. Medresearch may change subscription prices. **We will not increase the price during
an already-paid subscription term. Any change applies only to your next renewal**, and you (or the MOR
on our behalf) will be given advance notice before a renewal at a changed price, as required by applicable
law. If you do not accept a price change, you may cancel before the renewal takes effect.
8.5 Cancellation. You may cancel auto-renewal at any time online, through the customer portal or your
receipt from the MOR. Cancellation stops the next renewal charge; your Plan then remains active until
the end of the current paid term, after which the Software reverts to the Free tier.
8.6 Refunds. Refunds are governed by the MOR's buyer terms and by applicable consumer-protection law.
8.7 Consumer rights preserved. **Nothing in this Agreement limits any mandatory consumer rights
available to you under applicable law**, including any statutory right of withdrawal or cancellation and
any statutory refund rights.
8.8 Digital-content withdrawal. For digital content supplied without a tangible medium, where the law
provides a right of withdrawal, that right may end once delivery/download begins after your express prior
consent and acknowledgment that you thereby lose the right of withdrawal. Where checkout collects that
consent, it applies.
9. Feedback
If you voluntarily provide Medresearch with suggestions, ideas, improvements, feature requests, or bug
reports regarding the Software ("Feedback"), you grant Medresearch a perpetual, irrevocable, worldwide,
royalty-free, fully paid-up, sublicensable license to use, reproduce, modify, and otherwise exploit the
Feedback for any purpose, without restriction and without obligation or compensation to you. Feedback is
provided voluntarily and is not confidential.
10. Disclaimer of warranties
THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS,
IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDRESEARCH DISCLAIMS ALL WARRANTIES,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT. MEDRESEARCH DOES NOT WARRANT THAT THE SOFTWARE WILL BE ACCURATE, ERROR-FREE,
UNINTERRUPTED, OR SECURE, OR THAT ANY RESULT OR OUTPUT IS CORRECT OR SUITABLE FOR ANY PURPOSE. **YOU ARE
RESPONSIBLE FOR INDEPENDENTLY VERIFYING ALL RESULTS BEFORE RELYING UPON THEM.** Some jurisdictions do not
allow the exclusion of certain warranties, so some of the above exclusions may not apply to you; in that
case such warranties are limited to the minimum period and extent permitted by law.
11. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEDRESEARCH AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, DATA, GOODWILL, OR
BUSINESS, ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.
MEDRESEARCH'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE
GREATER OF (a) THE FEES YOU PAID FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE
TO THE CLAIM, OR (b) FIFTY U.S. DOLLARS ($50).
**Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under
applicable law**, including liability for fraud or fraudulent misrepresentation, for gross negligence or
willful misconduct, or for death or personal injury caused by negligence.
12. Indemnification
You will defend, indemnify, and hold harmless Medresearch and its officers, members, and agents from and
against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys'
fees) to the extent **arising from: (a) your misuse of the Software; (b) your use of the Software in
violation of applicable law; (c) your breach of this Agreement; or (d) any claim that data or content you
provide or process with the Software infringes or misappropriates the rights of a third party.** This
section does not apply to the extent a claim arises from Medresearch's own material breach of this
Agreement.
13. Export controls and government use
You represent that you are not located in, and will not use or export the Software in violation of the
laws of, any jurisdiction subject to a U.S. embargo or sanctions, and that you are not a party identified
on any U.S. government restricted-party list. You will comply with all applicable export-control and
sanctions laws, including the U.S. Export Administration Regulations (EAR) administered by the Bureau of
Industry and Security and the sanctions programs administered by the U.S. Treasury Office of Foreign
Assets Control (OFAC). If you are a U.S. government end user, the Software is "commercial computer
software" and is provided with only the rights granted to all other end users under this Agreement.
14. Force majeure
Medresearch will not be liable for any delay or failure to perform resulting from causes beyond its
reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor
disputes, governmental action, power or internet failures, or failures of third-party service providers.
15. Electronic communications and notices
You consent to receive communications and notices from Medresearch (and from the MOR in connection with
your purchase) electronically, including by email or through the Software or customer portal, and you
agree that electronic communications satisfy any legal requirement that such communications be in writing.
16. Eligibility
The Software is intended for use by persons who are at least eighteen (18) years old (or the age of legal
majority in your jurisdiction, if higher) and who can form a binding contract. By using the Software you
represent that you meet this requirement, and, if you accept on behalf of an entity, that you are
authorized to bind that entity.
17. Consumers in the EU, EEA, and United Kingdom
If you are a consumer resident in the European Union, the European Economic Area, or the United Kingdom:
(a) Mandatory local rights prevail. Nothing in this Agreement deprives you of the protection afforded
by mandatory provisions of the law of your country of residence, and where those mandatory provisions
conflict with this Agreement, they prevail.
(b) Forum. The exclusive-venue provision in §18 does not deprive you of any right to bring proceedings
in, or to benefit from the mandatory consumer-protection law of, your country of residence.
(c) Withdrawal. Your statutory right of withdrawal, and the digital-content exception to it, are
described in §8.7–§8.8.
(d) Data protection. Data-protection matters are addressed in the Privacy Policy.
18. Governing law and dispute resolution
This Agreement is governed by the laws of the State of Tennessee, U.S.A., without regard to its
conflict-of-laws rules, and excluding the U.N. Convention on Contracts for the International Sale of
Goods. Subject to §17 (consumers), the exclusive venue for any dispute is the state and federal courts
located in Davidson County, Tennessee, and the parties consent to personal jurisdiction there.
19. General
This Agreement is the entire agreement between you and Medresearch regarding the Software and supersedes
all prior understandings. If any provision is held unenforceable, it will be modified to the minimum
extent necessary or severed, and the remaining provisions remain in effect. Medresearch's failure to
enforce any right is not a waiver. You may not assign this Agreement; Medresearch may assign it (for
example, in connection with a merger or sale of assets).
Medresearch may update this Agreement for future versions of the Software; your continued use after an
update constitutes acceptance of the updated Agreement. **However, a material change to the payment terms
or to the privacy practices affecting an existing paid subscription will not apply to your current paid
term without your affirmative acceptance, where such acceptance is required by applicable law.**
Survival. Sections 1 (ownership), 3, 4, 5, 9, 10, 11, 12, 13, 15, 18, and 19, and any accrued payment
obligations, survive termination or expiry of this Agreement.
Contact: Medresearch LLC · 4004B Woodmont Blvd · Nashville, TN 37205, U.S.A. · legal@lunastat.app.