Terms of Service
Exhibit A to the Master Service Agreement · Terms of use for every person who accesses the Nuvanei Health platform
These Terms of Service (these "Terms") govern the use of the Nuvanei Health provider application, patient application, websites and related services (the "Services") by every individual who accesses them (each a "User"). The health care practice that subscribes to the Services has entered into a Master Service Agreement with [Company legal name], doing business as Nuvanei Health ("Nuvanei Health"); these Terms are incorporated into that agreement as Exhibit A and bind each User individually. Patients using the patient application are additionally governed by the Patient Privacy Notice & App Terms.
1. Eligibility and Accounts
1.1 You may use the Services only if you are at least eighteen (18) years old, or are a patient whose account was created at the direction of your practice and your parent or legal guardian, and only through an account created for you by your practice or with your practice's invitation.
1.2 You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. You will not share your account, and you will notify your practice and Nuvanei Health promptly of any suspected unauthorized use.
1.3 Your practice administers your account, assigns your role and may suspend or deactivate it at any time. Your practice can see your activity within its workspace through the audit log.
2. Permitted Use
2.1 You may use the Services only for the legitimate business of your practice or, as a patient, for managing your own care, and only in compliance with applicable law, including laws governing the privacy and security of health information.
2.2 You will not: (a) access or attempt to access information you are not authorized to see; (b) enter real patient information into any environment labeled as a demonstration or test; (c) probe, scan, overload or interfere with the Services; (d) copy, modify, reverse engineer or create derivative works of the Services; (e) use the Services to send unsolicited or unlawful communications; (f) introduce malicious code; (g) present content generated with AI assistance as having been authored by a clinician without clinician review; or (h) use the Services in any way that violates the policies of your practice.
3. Clinical Content and AI-Assisted Functions
3.1 The Services are tools for licensed professionals. Nothing in the Services is medical advice from Nuvanei Health, and no feature of the Services, including reference ranges, "optimal" ranges, templates and AI-assisted drafts, replaces the professional judgment of the clinicians at your practice.
3.2 AI-assisted functions produce drafts for review. If your role permits you to approve such drafts, you will review each one for accuracy and appropriateness before approving it, in accordance with the AI-Assisted Functions and Private Model Processing Acknowledgment, which you accept separately.
3.3 The Services are not for emergencies. If you are a patient experiencing an emergency, call your local emergency number.
4. Content You Submit
4.1 Content you submit to the Services, including notes, messages, documents and health information, belongs to you or to your practice as between you and Nuvanei Health. Nuvanei Health processes it only to provide the Services, under the Master Service Agreement and, for Protected Health Information, the Business Associate Agreement.
4.2 You represent that you have the right to submit the content you submit and that it does not infringe the rights of others.
5. Intellectual Property
The Services, including their software, design, documentation, templates and AI-assisted functions, are owned by Nuvanei Health and its licensors and are protected by intellectual-property laws. These Terms grant you no ownership interest. Feedback you provide may be used by Nuvanei Health without obligation to you.
6. Privacy
Nuvanei Health's Privacy Policy describes the personal information collected about Users and how it is used, shared and protected. Health information processed for your practice is governed by the Business Associate Agreement and your practice's own notice of privacy practices.
7. Changes, Suspension and Termination of Access
7.1 Nuvanei Health may modify the Services over time and will give notice of material changes through the Services.
7.2 Nuvanei Health may suspend or terminate your access where necessary to protect the Services, other Users or patients, where required by law, or where your practice's subscription ends. Your practice may deactivate your account at any time.
7.3 Sections 4, 5, 8 and 9 survive termination of your access.
8. Disclaimers and Limitation of Liability
8.1 THE SERVICES ARE PROVIDED "AS IS" TO USERS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUVANEI HEALTH DISCLAIMS ALL WARRANTIES TO USERS, EXPRESS OR IMPLIED, AND WILL NOT BE LIABLE TO ANY USER FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES.
8.2 The warranties, remedies and limitations that apply to your practice are set out in the Master Service Agreement.
9. General
9.1 These Terms are governed by the laws of the State of [State]. Disputes between your practice and Nuvanei Health are resolved under the Master Service Agreement.
9.2 If any provision of these Terms is held unenforceable, the remaining provisions continue in effect. These Terms, together with the documents they reference, are the entire agreement between you and Nuvanei Health regarding your individual use of the Services.
9.3 Nuvanei Health may update these Terms by publishing a new version through the Services; material changes require your acceptance before continued use.
9.4 Questions about these Terms may be sent to [legal notice email].
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.