Master Service Agreement

Subscription agreement for the Nuvanei Health practice platform

This Master Service Agreement (this "Agreement") are entered into as of the date of electronic acceptance (the "Effective Date") by and between [Company legal name], a [State] [entity type] doing business as Nuvanei Health, with its principal place of business at [address] ("Nuvanei Health"), and the health care practice identified during account registration (the "Practice"). Nuvanei Health and the Practice are each a "Party" and together the "Parties." The individual who accepts this Agreement represents and warrants that they are authorized to bind the Practice.

Article 1. Definitions

1.1 "AI Functions" means the assistive features of the Services that generate drafts, summaries, classifications or recommendations for review by an Authorized User, as further described in the AI-Assisted Functions and Private Model Processing Acknowledgment (the "AI Acknowledgment").

1.2 "AI-Assisted Action" means one output of an AI Function that is placed in the Services' approval queue for review, as metered by the Services.

1.3 "Authorized User" means an individual employed or engaged by the Practice whom the Practice has enabled to access the Services under a role, including the Practice owner, Provider Seats and Staff Users.

1.4 "Documentation" means the then-current user guides, help articles, security overview and technical descriptions of the Services published by Nuvanei Health.

1.5 "Order" means the subscription plan, billing interval, included usage and fees selected by the Practice during registration or in the Services' settings, or set out in a written order form executed by the Parties.

1.6 "Partner Services" means third-party services accessed through the Services, including electronic prescribing, laboratory ordering and resulting, supplement fulfillment, payment processing, video visits and identity providers, each provided by its vendor under that vendor's own terms.

1.7 "Patient User" means a patient of the Practice who accesses the patient application at the Practice's invitation.

1.8 "Practice Data" means all data, content and materials submitted to the Services by or on behalf of the Practice or its Patient Users, including Protected Health Information, configuration, templates and uploaded documents.

1.9 "Provider Seat" means an Authorized User who holds a professional license that permits the independent diagnosis or treatment of patients or the ordering of prescriptions or laboratory tests, including physicians (MD, DO), nurse practitioners, physician assistants, naturopathic doctors, chiropractors and licensed acupuncturists.

1.10 "Services" means the Nuvanei Health practice-management platform, including the provider web application, the patient mobile application, the application programming interfaces, the AI Functions and related support, as described in the Documentation.

1.11 "Staff User" means an Authorized User who is not a Provider Seat, including clinical support staff, front-desk and billing personnel.

1.12 "Subscription Term" means the initial subscription period selected in the Order and each renewal period under Section 5.3.

1.13 "Trial Period" has the meaning given in Section 5.5.

Article 2. The Services

2.1 Provision of the Services. Subject to this Agreement, Nuvanei Health will make the Services available to the Practice during the Subscription Term and grants the Practice a non-exclusive, non-transferable right to permit its Authorized Users and Patient Users to access and use the Services for the Practice's internal business purposes.

2.2 Operating models. The Practice may operate the Services as its complete practice-management system or in conjunction with an existing electronic health record system. Where the Practice maintains another system of record, the Practice is solely responsible for the accuracy, completeness and reconciliation of information between the systems.

2.3 Partner Services. The Services present Partner Services to appropriately credentialed Authorized Users, who act under their own identities and credentials when using them. Nuvanei Health does not itself transmit prescriptions, laboratory orders or payment instructions; those actions are performed by the Authorized User through the applicable Partner Service. Partner Services are governed by the vendor's terms and may require a separate agreement between the Practice and the vendor. Functions of the Services that are not connected to a Partner Service are labeled as demonstrations and produce no external effect.

2.4 Account activation and verification. Practice accounts are created in a pending state. Nuvanei Health will enable patient-facing features after it verifies the Practice, which may include confirmation of the Practice's National Provider Identifier, licensure and business details. Nuvanei Health may decline to activate, or may suspend under Section 13.3, an account that cannot be verified to Nuvanei Health's reasonable satisfaction.

2.5 Changes to the Services. Nuvanei Health may modify the Services, including by adding, replacing or retiring features, provided that it does not materially reduce the core functionality of the Services during a paid Subscription Term without notice under Section 14.4.

2.6 Support. Nuvanei Health will provide support at the level corresponding to the Practice's plan as described in the Documentation.

Article 3. Accounts and Authorized Users

3.1 Roles and access. The Practice designates a Practice owner, who may invite Authorized Users and assign each a role. The Practice is responsible for assigning the least privilege necessary for each Authorized User's duties, for maintaining an accurate roster, and for deactivating Authorized Users promptly upon separation or change of duties.

3.2 Credentials. Each Authorized User must maintain the confidentiality of their credentials and may not share accounts. The Practice is responsible for all activity under its Authorized Users' accounts, whether or not authorized by the Practice, and will notify Nuvanei Health without undue delay upon becoming aware of any unauthorized access.

3.3 Patient Users. Patient Users access the patient application under the Patient Privacy Notice & App Terms. The Practice remains responsible for its relationship with its patients, including obtaining any consents required for electronic communication and telehealth.

3.4 Age and eligibility. The Services are intended for use by adults. Accounts for minor patients may be created only at the direction of the Practice and the minor's parent or legal guardian in accordance with applicable law.

Article 4. Clinical Responsibility and Use of AI Functions

4.1 No practice of medicine. Nuvanei Health is a technology provider. Nuvanei Health does not practice medicine, nursing, pharmacy, laboratory science or any other licensed profession, and nothing in the Services constitutes medical, legal or financial advice.

4.2 Professional judgment. All clinical judgments, diagnoses, treatment decisions, orders, prescriptions, patient communications and billing determinations are the sole responsibility of the licensed professionals at the Practice. Reference ranges, "optimal" ranges, protocol templates, supplement information and similar content available in the Services are configurable tools and do not constitute clinical guidance or a standard of care.

4.3 Human-in-the-loop design. Content produced by AI Functions is a draft prepared for review by an Authorized User. The Services are designed so that no such content is communicated to a patient, entered as an order or prescription, recorded as a clinical interpretation, or applied to billing until an Authorized User with the appropriate role reviews and approves it. The Practice will not, and will not permit any Authorized User to, circumvent or disable these controls. The AI Acknowledgment, which each Authorized User accepts, forms part of this Agreement.

4.4 Emergencies. The Services are not designed for emergency communications or monitoring. The Practice will instruct its patients to contact emergency services in an emergency.

Article 5. Plans, Fees and Payment

5.1 Plans and Provider Seats. Fees are charged per Provider Seat per month or per year according to the plan selected in the Order. Staff Users are included without charge and without limit on every plan. The Practice will ensure that each Authorized User who meets the definition of a Provider Seat is designated as such; Nuvanei Health may reconcile seat counts against the roles configured in the Services and invoice any shortfall.

5.2 Included usage and overage. Each plan includes a monthly allowance of AI-Assisted Actions, integration partners, locations and storage as published in the Documentation. Usage beyond an allowance is charged at the published overage rates. Fees charged by Partner Services, including payment-processing fees, are in addition to Nuvanei Health's fees unless the Order states otherwise.

5.3 Term and renewal. Each Subscription Term renews automatically for a period equal to the preceding Subscription Term unless either Party gives notice of non-renewal at least thirty (30) days before the end of the current Subscription Term. Annual plans are invoiced in advance for the full year. Nuvanei Health may change fees for a renewal Subscription Term on at least sixty (60) days' written notice.

5.4 Payment. Fees are stated in United States dollars, are due in advance of each billing period, and are payable by the payment method on file. Fees exclude taxes; the Practice is responsible for all sales, use and similar taxes other than taxes on Nuvanei Health's net income. Fees are non-refundable except as expressly provided in this Agreement. Amounts more than thirty (30) days overdue may accrue interest at the lesser of one percent (1.0%) per month or the maximum rate permitted by law, and Nuvanei Health may suspend the Services for non-payment after ten (10) days' written notice, subject to Section 13.3 and the BAA.

5.5 Trial Period. Nuvanei Health may offer a free trial period, the length of which is stated at registration and in the Services (the "Trial Period"). No fees accrue and no payment method is required during the Trial Period. The Services, including the BAA and all obligations relating to Practice Data, apply in full during the Trial Period. Before the Trial Period ends, Nuvanei Health will notify the Practice and request a payment method; if none is provided, Nuvanei Health may suspend access under Section 13.3 and will handle Practice Data under Article 7. Nuvanei Health may modify or withdraw trial offers for new registrations at any time without affecting a Trial Period already in progress.

5.6 Plan changes. The Practice owner may upgrade or downgrade the plan or change the billing interval in the Services. Upgrades take effect immediately and are prorated for the remainder of the billing period; downgrades take effect at the start of the next billing period. Features that exceed the limits of a lower plan become unavailable on downgrade.

Article 6. Acceptable Use

6.1 The Practice will not, and will not permit any Authorized User or Patient User to: (a) submit real patient information to any environment designated as a demonstration, trial sandbox or test environment; (b) use the Services in violation of applicable law, including HIPAA, state privacy and medical-records laws, the Telephone Consumer Protection Act, the CAN-SPAM Act, and federal and state anti-kickback, fee-splitting and self-referral laws; (c) access or attempt to access the data of another tenant, or probe, scan or test the vulnerability of the Services without Nuvanei Health's prior written authorization; (d) reverse engineer, decompile, copy, modify or create derivative works of the Services except to the extent permitted by applicable law notwithstanding this restriction; (e) resell, sublicense or time-share the Services; (f) use the Services to send unsolicited or unlawful communications; (g) introduce malicious code; (h) represent AI-generated content to patients as clinician-authored without clinician review; or (i) use the Services to build a competing product.

6.2 Compliance with laws. Each Party will comply with all laws applicable to its performance under this Agreement. The Practice is responsible for determining whether its use of the Services, including telehealth, electronic prescribing, laboratory ordering and the dispensing or sale of supplements, is permitted under the laws and licensing rules applicable to the Practice and its professionals.

Article 7. Practice Data

7.1 Ownership. As between the Parties, the Practice owns all right, title and interest in Practice Data. Nuvanei Health acquires no rights in Practice Data other than the limited license to host, copy, process, transmit and display Practice Data as necessary to provide the Services and as permitted by the BAA.

7.2 Export. The Practice may export its Practice Data in commonly used, machine-readable formats at any time during the Subscription Term and for thirty (30) days after termination or expiration (the "Export Period"). Nuvanei Health will provide reasonable assistance with export on request; assistance beyond the self-service export tools may be subject to Nuvanei Health's then-current professional-services rates.

7.3 Deletion. Following the Export Period, Nuvanei Health will delete Practice Data from active systems within thirty (30) days and from backups in the ordinary course of backup rotation, not to exceed ninety (90) days, in accordance with the BAA, except for (a) records that Nuvanei Health is required by law to retain and (b) audit and agreement-acceptance records, which contain no clinical content.

7.4 De-identified and aggregated data. Nuvanei Health may create and use de-identified data (as defined in 45 C.F.R. § 164.514) and aggregated usage statistics derived from the Services to operate, secure, benchmark and improve the Services, provided that such data does not identify the Practice, any Authorized User or any individual and is not re-identified.

7.5 No model training. Nuvanei Health will not use Practice Data, prompts or outputs of the AI Functions to train, fine-tune or evaluate machine-learning models for use outside the Practice's tenant, as further described in the AI Acknowledgment.

Article 8. Confidentiality

8.1 "Confidential Information" means non-public business, technical, financial or product information disclosed by one Party to the other in connection with this Agreement that is marked confidential or would reasonably be understood to be confidential, including the terms of any Order, Nuvanei Health's security documentation and roadmap, and the Practice's business operations. Protected Health Information is governed exclusively by the BAA.

8.2 The receiving Party will (a) use Confidential Information only to perform under this Agreement, (b) protect it with at least the degree of care it uses for its own confidential information and no less than reasonable care, and (c) disclose it only to its employees, contractors and advisors who need to know it and are bound by obligations at least as protective as this Article.

8.3 Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving Party, (b) was known to the receiving Party before disclosure without restriction, (c) is independently developed without use of the disclosing Party's Confidential Information, or (d) is rightfully received from a third party without restriction.

8.4 The receiving Party may disclose Confidential Information to the extent required by law or court order, provided that it gives the disclosing Party prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

8.5 The obligations of this Article continue for five (5) years after termination of this Agreement, and indefinitely for trade secrets.

Article 9. Intellectual Property

9.1 Nuvanei Health property. Nuvanei Health and its licensors own all right, title and interest in the Services, the Documentation, the AI Functions, templates and protocol libraries supplied by Nuvanei Health, and all improvements, modifications and derivative works thereof, including all intellectual-property rights. All rights not expressly granted are reserved.

9.2 Practice branding. The Practice's name, logos and branding configured in the Services remain the Practice's property. The Practice grants Nuvanei Health a limited license to display them within the Services to the Practice's Authorized Users and Patient Users.

9.3 Feedback. The Practice grants Nuvanei Health a perpetual, irrevocable, royalty-free license to use suggestions, enhancement requests and other feedback relating to the Services without obligation to the Practice, provided that Nuvanei Health does not identify the Practice as the source without consent.

9.4 Publicity. Neither Party will use the other's name or marks in publicity without prior written consent, except that Nuvanei Health may list the Practice's name as a customer in a non-prominent manner unless the Practice opts out in writing.

Article 10. Security, Availability and Audit

10.1 Security program. Nuvanei Health maintains an information-security program with administrative, physical and technical safeguards appropriate to the sensitivity of Practice Data, as described in the BAA and the Documentation, including tenant isolation enforced by database row-level security, encryption in transit and at rest, role-based access control, multi-factor authentication for platform administrators, and append-only audit logging.

10.2 Availability. Nuvanei Health will make the Services available in accordance with the Service Level Agreement (Exhibit B), which sets out the availability commitment, maintenance windows, support response targets and the service credits that are the Practice's sole remedy for a failure to meet them.

10.3 Audit records. The Services record Authorized User activity, approvals and administrative actions in an audit log that the Practice may review and export at any time.

10.4 Security questionnaires. On reasonable written request not more than once per year, Nuvanei Health will complete a reasonable security questionnaire and provide summaries of any third-party assessments of the Services, subject to Article 8.

Article 11. Warranties and Disclaimers

11.1 Mutual warranties. Each Party represents and warrants that it has full power and authority to enter into this Agreement and that doing so does not conflict with any other agreement by which it is bound.

11.2 Services warranty. Nuvanei Health warrants that during the Subscription Term the Services will perform materially in accordance with the Documentation. The Practice's exclusive remedy, and Nuvanei Health's sole obligation, for breach of this warranty is for Nuvanei Health to correct the non-conformity or, if Nuvanei Health cannot do so within a commercially reasonable period, for either Party to terminate the affected Order and for Nuvanei Health to refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination.

11.3 Practice warranties. The Practice represents and warrants that (a) it and its Provider Seats hold all licenses, registrations and permissions required to provide the services they render using the Services; (b) it has obtained all consents and authorizations required to submit Practice Data to the Services; and (c) its use of the Services will comply with Article 6.

11.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, THE AI FUNCTIONS, THE DOCUMENTATION AND ANY PARTNER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND APP NAME DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY, AND ANY WARRANTY THAT AI-GENERATED CONTENT WILL BE ACCURATE, COMPLETE OR SUITABLE FOR ANY CLINICAL PURPOSE. APP NAME DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE AGAINST ALL THREATS.

Article 12. Limitation of Liability

12.1 Exclusion of damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY THE PRACTICE TO APP NAME UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, DURING A TRIAL PERIOD, ONE THOUSAND UNITED STATES DOLLARS (US $1,000).

12.3 Excluded Claims. "Excluded Claims" means (a) a Party's indemnification obligations under Article 13, (b) a Party's breach of Article 8, (c) the Practice's payment obligations, and (d) a Party's gross negligence, willful misconduct or fraud. Nuvanei Health's liability for breach of the BAA is subject to the separate cap of [amount] stated in the BAA, to the extent permitted by law.

12.4 Basis of the bargain. The Parties agree that the limitations in this Article are an essential basis of the bargain and will apply even if any limited remedy fails of its essential purpose.

Article 13. Indemnification; Term; Suspension; Termination

13.1 Indemnification by Nuvanei Health. Nuvanei Health will defend the Practice against any third-party claim alleging that the Services, as provided by Nuvanei Health and used in accordance with this Agreement, infringe a United States patent, copyright or trademark or misappropriate a trade secret, and will pay damages and costs finally awarded against the Practice or agreed in a settlement approved by Nuvanei Health. Nuvanei Health has no obligation for claims arising from Practice Data, Partner Services, modifications not made by Nuvanei Health, combinations with items not provided by Nuvanei Health, or use in violation of this Agreement. If the Services become, or in Nuvanei Health's opinion are likely to become, the subject of such a claim, Nuvanei Health may procure the right to continue providing them, modify them to be non-infringing, or terminate the affected Order and refund prepaid fees for the remainder of the Subscription Term.

13.2 Indemnification by the Practice. The Practice will defend Nuvanei Health and its affiliates, officers, employees and contractors against any third-party claim arising out of or relating to (a) the clinical or professional services rendered by the Practice or its Authorized Users, (b) Practice Data, (c) the Practice's use of the Services in violation of law or this Agreement, or (d) the Practice's relationship with its patients, and will pay damages and costs finally awarded or agreed in a settlement approved by the Practice.

13.3 Procedure. The indemnified Party will give the indemnifying Party prompt written notice of the claim (provided that delay relieves the indemnifying Party only to the extent it is prejudiced), sole control of the defense and settlement (provided that no settlement may impose liability or obligations on the indemnified Party without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying Party's expense.

13.4 Term. This Agreement begins on the Effective Date and continues until all Subscription Terms have expired or been terminated.

13.5 Termination for cause. Either Party may terminate this Agreement or any Order on written notice if the other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it. Either Party may terminate immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings not dismissed within sixty (60) days.

13.6 Suspension. Nuvanei Health may suspend access to all or part of the Services immediately, with notice as soon as practicable, where (a) necessary to prevent imminent harm to the Services, other customers, patients or third parties, (b) required by law or a lawful request of a governmental authority, (c) the Practice's account cannot be verified under Section 2.4, or (d) permitted under Section 5.4 or 5.5. Nuvanei Health will limit any suspension to the extent necessary and will restore access promptly once the cause is resolved. Suspension does not relieve the Practice of its payment obligations.

13.7 Effect of termination. Upon termination or expiration, the rights granted to the Practice end, the Practice will cease use of the Services, Practice Data will be handled under Article 7 and the BAA, and any fees accrued before termination become due. Articles 1, 5 (as to accrued fees), 7, 8, 9, 11.4, 12, 13 and 14 survive termination.

Article 14. General Provisions

14.1 Governing law. This Agreement is governed by the laws of the State of [State], without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute resolution. The Parties will attempt in good faith to resolve any dispute through discussion between executives with authority to settle it for a period of thirty (30) days after written notice of the dispute. Thereafter, the state and federal courts located in [county, State] will have exclusive jurisdiction over any action arising out of or relating to this Agreement, and each Party consents to the personal jurisdiction of those courts. Either Party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

14.3 Notices. Notices under this Agreement must be in writing. Notices to the Practice may be sent by email to the Practice owner's address on file or displayed in the Services. Notices to Nuvanei Health must be sent to [legal notice email] with a copy by courier or certified mail to [address], attention Legal Department. Notices of breach, termination or indemnifiable claims must also be sent by courier or certified mail. Notices are effective on receipt.

14.4 Changes to this Agreement. Nuvanei Health may update this Agreement by publishing a new version through the Services. Nuvanei Health will give at least thirty (30) days' notice of material changes, except where a change is required by law or does not materially reduce the Practice's rights, and will ask the Practice owner to accept the updated version before continued use. Changes do not apply retroactively.

14.5 Assignment. Neither Party may assign or transfer this Agreement without the other Party's prior written consent, not to be unreasonably withheld, except that either Party may assign this Agreement in its entirety, on written notice, to a successor in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, provided that the successor assumes this Agreement and the BAA in writing.

14.6 Force majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, labor disputes, governmental action, utility or internet failures, or failures of Partner Services, provided that it uses reasonable efforts to mitigate the effect.

14.7 Independent contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship.

14.8 No third-party beneficiaries. There are no third-party beneficiaries of this Agreement, including Patient Users and Authorized Users.

14.9 Waiver; severability. A waiver is effective only if in writing and signed by the waiving Party. If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remaining provisions will continue in full force.

14.10 Entire agreement. This Agreement, together with its Exhibits (the Terms of Service, the Service Level Agreement and the AI Acknowledgment), the BAA, each Order and the Documentation incorporated by reference, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals and representations, written or oral. No terms contained in any purchase order or similar document issued by the Practice will apply.

14.11 Electronic acceptance. The Parties agree that this Agreement may be accepted electronically and that Nuvanei Health's record of the accepting user, the version accepted, the date and time, the network address and the cryptographic fingerprint of the accepted text constitutes a signed writing for all purposes, including under the Electronic Signatures in Global and National Commerce Act.

This document is a pre-release draft provided for review and has not yet been approved by legal counsel. A final version will be published and, where required, re-acceptance requested.