Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Nuvira Care LLC ("NuviraCare," "we," "us," or "our") governing your use of the NuviraCare home health EMR platform, website, and related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

2. Description of Services

NuviraCare provides a cloud-based electronic medical records (EMR) platform designed for home health providers. Our Services include:

• Electronic health record documentation and management
• Patient scheduling and care coordination
• Claims generation and submission
• Analytics and reporting
• Patient and family portal
• Other features as described on our website

Beta/Pre-Launch Status: Some features may be in development or beta testing. We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time.

3. Eligibility

You must:

• Be at least 18 years old
• Have the authority to bind your organization to these Terms
• Be a licensed healthcare provider or authorized representative
• Provide accurate and complete information during registration

4. Account Registration and Security

Account Creation: You must create an account to use certain features. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your information
• Keep your password secure and confidential
• Notify us immediately of unauthorized access
• Be responsible for all activity under your account

We reserve the right to suspend or terminate accounts that violate these Terms or pose security risks.

5. Subscription Plans and Pricing

5.1 Plans

We offer multiple subscription tiers:

• Essential (Free): Up to 3 patients, unlimited providers, basic features
• Standard: $15/patient/month (or $10/patient/month with founder's pricing), unlimited patients and providers, full features
• Enterprise: Custom pricing for large organizations

5.2 Founder's Pricing

Early adopter "Founder's Pricing" at $10/patient/month is available to the first 100 customers and locks in pricing for 3 years from the date of subscription. After 3 years, pricing converts to standard rates unless otherwise agreed.

5.3 Billing

• Fees are billed monthly based on active patient count
• Payment is due upon invoice receipt
• We accept major credit cards and ACH transfers
• All fees are non-refundable except as required by law
• Failed payments may result in service suspension

5.4 Price Changes

We may change our pricing with 60 days' notice. Founder's pricing customers are protected from increases for the guaranteed period. Price changes do not apply retroactively.

6. Acceptable Use

You agree NOT to:

• Violate any laws, regulations, or third-party rights
• Use the Services for any unlawful purpose
• Enter false, inaccurate, or misleading information
• Interfere with or disrupt the Services or servers
• Attempt to gain unauthorized access to any systems
• Reverse engineer, decompile, or disassemble any software
• Remove or modify any proprietary notices
• Use the Services to transmit viruses or malicious code
• Resell or redistribute the Services without permission
• Use automated systems (bots, scrapers) without permission

7. Your Responsibilities

As a healthcare provider using our Services, you are responsible for:

• HIPAA Compliance: Ensuring your use of the Services complies with HIPAA and other applicable healthcare regulations
• Patient Consent: Obtaining necessary consents and authorizations from patients
• Data Accuracy: Ensuring all information entered is accurate and complete
• Professional Judgment: Making all clinical decisions; our Services are tools, not medical advice
• Licensing: Maintaining all necessary professional licenses and credentials
• User Training: Ensuring your staff are properly trained on the Services
• Backup: While we maintain backups, you should maintain your own copies of critical information

8. Intellectual Property

8.1 Our Property

The Services, including all software, designs, text, graphics, logos, and other content, are owned by NuviraCare or our licensors and protected by copyright, trademark, and other intellectual property laws.

8.2 Your Data

You retain all rights to the data you input into the Services, including patient records and practice information. By using our Services, you grant us a limited license to use, store, and process your data solely to provide the Services.

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Services, you grant us a perpetual, worldwide, royalty-free license to use, implement, and incorporate such feedback without compensation to you.

9. HIPAA Business Associate Agreement

If you are a covered entity or business associate under HIPAA, these Terms incorporate our Business Associate Agreement (BAA). Key provisions include:

• We will use and disclose PHI only as permitted by the BAA and HIPAA
• We will implement appropriate safeguards to protect PHI
• We will report security incidents and breaches as required
• We will make PHI available to individuals as directed by you
• We will ensure our subcontractors comply with HIPAA

The full BAA will be provided separately and must be executed before processing any PHI.

10. Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

We disclaim all warranties, including but not limited to:

• Warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Services will be uninterrupted, error-free, or secure
• Warranties regarding accuracy, reliability, or completeness of content

Medical Disclaimer: The Services are administrative tools only and do not constitute medical advice. You are solely responsible for all clinical decisions and patient care.

Beta Features: Features marked as "beta" or "preview" may be unstable, incomplete, or subject to change without notice.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NUVIRACARE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES.

Our total liability to you for any claims arising out of these Terms or the Services shall not exceed the greater of:

• The amount you paid us in the 12 months before the claim arose, or
• $100

These limitations apply even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow limitation of liability for personal injury or incidental/consequential damages, so these limitations may not apply to you.

12. Indemnification

You agree to indemnify, defend, and hold harmless NuviraCare, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of the Services
• Your violation of these Terms
• Your violation of any laws or regulations
• Your violation of third-party rights
• Any patient care decisions or clinical outcomes
• Your data or content submitted to the Services

13. Term and Termination

13.1 Term

These Terms begin when you first access the Services and continue until terminated by either party.

13.2 Termination by You

You may terminate your account at any time through your account settings or by contacting us. You remain responsible for all charges incurred prior to termination.

13.3 Termination by Us

We may suspend or terminate your access to the Services:

• For violation of these Terms
• For non-payment
• For conduct that harms or may harm other users or our business
• If required by law or regulatory authority
• For any reason with 30 days' notice

13.4 Effect of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You may export your data within 30 days
• We may delete your data after 90 days (subject to legal retention requirements)
• Unpaid fees become immediately due
• Provisions that should survive (liability limitations, indemnification) will remain in effect

14. Data Ownership and Access

14.1 Your Data

You own all patient records, clinical documentation, and other data you input into the Services ("Your Data"). We claim no ownership rights to Your Data.

14.2 Data Export

You may export Your Data at any time in standard formats (PDF, CSV, etc.). Upon termination, we will provide you with a data export within 30 days if requested.

14.3 Data Backup

While we maintain regular backups, you are responsible for maintaining independent backups of critical information.

15. Service Level and Uptime

Target Availability: We strive to maintain 99.5% uptime, but we do not guarantee uninterrupted access.

Maintenance: We may perform scheduled maintenance with advance notice when possible. Emergency maintenance may occur without notice.

No Warranty: We do not warrant that the Services will be error-free, secure, or meet your specific requirements.

16. Updates and Modifications

We may update or modify the Services at any time to:

• Add new features or functionality
• Improve performance or security
• Comply with legal requirements
• Fix bugs or errors

We will provide notice of material changes that negatively affect functionality. Your continued use constitutes acceptance of such changes.

17. Professional Use Only

The Services are intended for use by licensed healthcare professionals only. You agree to:

• Maintain all required professional licenses and credentials
• Exercise professional judgment in all patient care decisions
• Comply with all applicable healthcare laws and regulations
• Not rely solely on the Services for clinical decision-making
• Verify all information and recommendations before acting

18. Third-Party Services

Our Services may integrate with third-party services (clearinghouses, payment processors, etc.). Your use of such services is subject to their respective terms and privacy policies. We are not responsible for third-party services.

19. Confidentiality

Each party agrees to maintain the confidentiality of the other party's confidential information and use it only as necessary to perform under these Terms.

20. Dispute Resolution

20.1 Informal Resolution

Before filing a claim, you agree to contact us at info@nuviracare.com to attempt informal resolution. We will attempt to resolve the dispute informally within 60 days.

20.2 Arbitration

If informal resolution fails, any dispute arising from these Terms or the Services shall be resolved through binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules.

Arbitration will be conducted in Dallas County, Texas. Each party bears its own costs. The arbitrator's decision is final and binding.

20.3 Class Action Waiver

You agree that disputes will be resolved on an individual basis only. You waive any right to pursue claims as part of a class action, consolidated action, or representative action.

20.4 Exceptions

Either party may seek equitable relief in court for intellectual property infringement or unauthorized access.

21. Governing Law

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. You consent to the exclusive jurisdiction of state and federal courts in Dallas County, Texas.

22. General Provisions

22.1 Entire Agreement

These Terms, together with our Privacy Policy and Business Associate Agreement (if applicable), constitute the entire agreement between you and NuviraCare.

22.2 Modifications

We may modify these Terms at any time by posting revised Terms with an updated "Last Updated" date. Material changes will be notified via email or prominent notice in the Services. Your continued use after changes become effective constitutes acceptance.

22.3 Severability

If any provision is found unenforceable, it will be modified to reflect the parties' intent, or severed if modification is not possible. Remaining provisions remain in full effect.

22.4 Waiver

Our failure to enforce any right or provision is not a waiver of that right or provision.

22.5 Assignment

You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

22.6 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control (natural disasters, pandemics, government actions, etc.).

23. Contact Information

For questions about these Terms, contact us: