Nuvae Terms of Use

Effective Date: 03‑03‑2024

These Terms of Use ("Terms") govern your access to and use of the services, platforms, products, and websites provided by Nuvae Inc. ("Nuvae", "we", "our", or "us"). By accessing or using any part of Nuvae’s services, you ("User", "you", or "your") agree to be bound by these Terms.

If you do not agree to these Terms, do not access or use Nuvae’s services.

1. Eligibility

You must be at least 18 years old and legally authorized to enter into a binding agreement in your state or jurisdiction. If you are accessing Nuvae’s services on behalf of a healthcare organization, company, or legal entity, you represent that you are authorized to act on its behalf and bind it to these Terms.

2. Services Overview

Nuvae provides AI‑powered solutions and software tools to support the revenue cycle, operational workflows, and decision‑making processes of healthcare organizations. Services may include, but are not limited to, web‑based platforms, APIs, analytics dashboards, and integration tools ("Services").

3. License and Use Restrictions

Nuvae grants you a limited, non‑exclusive, non‑transferable, and revocable license to access and use the Services in accordance with these Terms.

You agree NOT to:

• Use the Services for any unlawful, harmful, or fraudulent purpose;
• Copy, modify, distribute, or reverse engineer any part of the Services;
• Access or attempt to access data not intended for you;
• Interfere with the functionality, performance, or security of the Services;
• Circumvent any access or authentication measures;
• Use the Services to violate any applicable federal or state laws, including HIPAA or other healthcare regulations.

4. User Accounts

To access certain features, you may be required to create an account. You are responsible for safeguarding your login credentials and for all activity occurring under your account. You must promptly notify Nuvae of any unauthorized use or security breach.

5. Data Privacy and Compliance

Nuvae adheres to applicable data protection laws, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), where applicable.

• PHI & HIPAA: Where Nuvae processes protected health information (PHI) on behalf of Covered Entities, a separate Business Associate Agreement (BAA) will govern such processing.
• Data Usage: By using our Services, you consent to Nuvae's collection, use, and disclosure of data as described in our Privacy Policy.

6. Intellectual Property

All content, software, tools, and technology provided by Nuvae—including logos, designs, algorithms, documentation, and trademarks—are owned by or licensed to Nuvae. Nothing in these Terms grants you any right or license to use Nuvae's intellectual property other than as expressly permitted.

7. Confidentiality

You agree to maintain the confidentiality of all proprietary, non‑public, and sensitive information disclosed through your use of Nuvae's Services. This obligation survives termination of the relationship.

8. Payment and Fees

Where Services are subject to fees, payment terms will be governed by a separate agreement or order form between you and Nuvae. Failure to pay fees may result in suspension or termination of access.

9. Termination

Nuvae may suspend or terminate your access to the Services at any time, with or without cause, and without liability, if you violate these Terms or pose a security, legal, or operational risk.

Upon termination, your right to access the Services will immediately cease, and any outstanding obligations shall survive.

10. Disclaimers

Nuvae provides the Services "as is" and "as available", without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non‑infringement.

Nuvae does not warrant that the Services will be uninterrupted, secure, or error‑free, or that any data or results obtained will be accurate or reliable.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Nuvae shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits or revenues, whether incurred directly or indirectly.

In no event shall Nuvae’s aggregate liability exceed the amount paid by you to Nuvae in the 12 months preceding the event giving rise to the claim.

12. Indemnification

You agree to indemnify, defend, and hold harmless Nuvae and its officers, employees, contractors, and affiliates from any and all claims, damages, liabilities, and expenses arising out of your:

• Violation of these Terms;
• Use or misuse of the Services;
• Violation of applicable laws or third‑party rights.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. You agree that any dispute arising from these Terms shall be resolved through binding arbitration in Delaware, under the rules of the American Arbitration Association, except where prohibited by law.

You waive any right to participate in class actions or jury trials.

14. Changes to Terms

Nuvae reserves the right to modify these Terms at any time. Changes will be posted on our website, and your continued use of the Services after such changes constitutes acceptance.

15. Contact

For questions or concerns, contact:

16. Entire Agreement

These Terms, along with any applicable order forms, BAAs, and our Privacy Policy, constitute the entire agreement between you and Nuvae, superseding all prior agreements.