Terms of Service

Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and Neuvora LLC ("Neuvora," "we," "us," or "our"), a Wyoming limited liability company with its principal office at 30 N. Gould St Suite R, Sheridan, Wyoming 82801.

These Terms govern your access to and use of our website at neuvora.com (the "Site"), our healthcare technology platform, and all related services (collectively, the "Services"), including Remote Patient Monitoring (RPM), Remote Therapeutic Monitoring (RTM), Chronic Care Management (CCM), telemedicine consultations, cognitive assessments, billing services, and custom software solutions.

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services. If you are accepting these Terms on behalf of a healthcare practice, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

1. Eligibility

You must be at least eighteen (18) years of age and have the legal capacity to enter into a binding agreement to use our Services. If you are accessing the Services as a healthcare provider, you represent and warrant that you hold all required licenses, certifications, and credentials to practice in your jurisdiction.

Our Services are designed for use in the United States. Users accessing the Services from other jurisdictions do so at their own risk and are responsible for compliance with local laws.

2. Account Registration and Security

Certain features of our Services require you to create an account. When registering, you agree to:

• Provide accurate, current, and complete information during the registration process.
• Maintain and promptly update your account information to keep it accurate and current.
• Maintain the security and confidentiality of your login credentials, including passwords and multi-factor authentication tokens.
• Immediately notify us at [email protected] of any unauthorized access to or use of your account.
• Accept responsibility for all activities that occur under your account.

We reserve the right to suspend or terminate accounts that contain inaccurate information, have been inactive for an extended period, or are otherwise in violation of these Terms. Given the healthcare nature of our Services, unauthorized account access may constitute a HIPAA violation and will be treated with the utmost seriousness.

3. Description of Services

Neuvora provides healthcare technology solutions including but not limited to:

The specific Services available to you will depend on the agreement between your healthcare organization and Neuvora. We reserve the right to modify, update, or discontinue any feature or component of the Services at any time with reasonable notice.

4. Not Medical Advice

The information and data available through our Services are intended to supplement, not replace, the clinical judgment of licensed healthcare professionals. All clinical decisions remain the sole responsibility of the treating healthcare provider. Patients should always consult with their healthcare provider regarding any medical questions, conditions, or treatment plans.

Cognitive assessment results delivered through our platform (including those powered by CogniFit) are intended as screening tools and do not constitute a clinical diagnosis. Results should be interpreted by a qualified healthcare professional in the context of a comprehensive evaluation.

5. HIPAA Compliance and Protected Health Information

Neuvora operates as a Business Associate under HIPAA when processing Protected Health Information (PHI) on behalf of Covered Entities (healthcare providers). Our obligations regarding PHI are governed by:

• The Health Insurance Portability and Accountability Act of 1996 (HIPAA)
• The Health Information Technology for Economic and Clinical Health (HITECH) Act
• Applicable federal and state regulations
• The Business Associate Agreement (BAA) between Neuvora and the Covered Entity

Healthcare providers using our Services must enter into a BAA with Neuvora prior to transmitting any PHI through our platform. Our handling of PHI is described in detail in our Notice of Privacy Practices and our Privacy Policy.

6. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to:

• Access or use the Services in any way that violates any applicable federal, state, local, or international law or regulation, including HIPAA.
• Attempt to gain unauthorized access to any portion of the Services, other accounts, computer systems, or networks connected to the Services.
• Use the Services to transmit any material that is unlawful, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• Interfere with or disrupt the integrity or performance of the Services or the data contained therein.
• Use any robot, spider, scraper, or other automated means to access the Services without our prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services.
• Remove, alter, or obscure any proprietary notices, labels, or marks on the Services.
• Use the Services to transmit unsolicited commercial communications ("spam").
• Share login credentials with unauthorized individuals or allow unauthorized persons to access the Services through your account.
• Access, use, or disclose PHI in any manner not authorized by the applicable BAA, HIPAA, or the treating healthcare provider.

7. Fees and Payment

Access to certain Services requires payment of fees as specified in your service agreement with Neuvora. Unless otherwise stated in your agreement:

• All fees are quoted and payable in U.S. dollars.
• Fees are billed in accordance with the billing cycle specified in your service agreement.
• Payment is due within thirty (30) days of the invoice date unless otherwise agreed in writing.
• We reserve the right to adjust pricing with at least sixty (60) days' written notice prior to the start of any new billing cycle.
• Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

If your account becomes delinquent, we may suspend access to the Services until payment is received. We will provide reasonable notice before any suspension and will work with you to resolve billing disputes in good faith.

8. Intellectual Property

All content, features, functionality, software, designs, text, graphics, logos, icons, and other materials available through the Services (collectively, "Neuvora Content") are owned by Neuvora LLC, its licensors, or other providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and Neuvora Content solely for your authorized purpose in connection with the Services. This license does not include the right to:

• Modify, copy, or create derivative works based on the Services or Neuvora Content.
• Sublicense, sell, resell, transfer, or distribute the Services or any portion thereof.
• Use the Services or Neuvora Content for any commercial purpose not expressly authorized by Neuvora.

Your Data: You retain all rights to your data, including patient data submitted through the Services. By using the Services, you grant Neuvora a limited license to use, process, and store your data solely as necessary to provide the Services and as described in our Privacy Policy.

9. Disclaimers

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Neuvora does not warrant that:

• The Services will be uninterrupted, timely, secure, or error-free.
• The results obtained from the use of the Services will be accurate, reliable, or complete.
• The Services will meet your specific requirements or expectations.
• Any errors or defects in the Services will be corrected.

You acknowledge that the Services are technology tools to assist healthcare providers and are not a substitute for professional medical judgment. Neuvora is not responsible for clinical decisions made by healthcare providers using the Services.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEUVORA LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM:

• Your access to or use of (or inability to access or use) the Services.
• Any conduct or content of any third party on the Services.
• Any content obtained from the Services.
• Unauthorized access, use, or alteration of your transmissions or content.
• Service interruptions, data loss, or system failures.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU HAVE PAID TO NEUVORA IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. This limitation of liability does not apply to liability arising from Neuvora's gross negligence or willful misconduct.

11. Indemnification

You agree to indemnify, defend, and hold harmless Neuvora LLC and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of or access to the Services.
• Your violation of these Terms.
• Your violation of any applicable law or regulation, including HIPAA.
• Any claim that your use of the Services infringed or violated the rights of any third party.
• Any clinical decisions made using data or tools provided through the Services.

12. Term and Termination

These Terms remain in effect until terminated by either you or Neuvora.

• Termination by You: You may terminate your account at any time by contacting us at [email protected]. Termination does not relieve you of any obligation to pay fees incurred prior to the termination date.
• Termination by Neuvora: We may suspend or terminate your access to the Services immediately, without prior notice, if we reasonably believe you have violated these Terms, engaged in fraudulent activity, or if required by law. We may also terminate upon thirty (30) days' written notice for any reason.
• Effect of Termination: Upon termination, your right to access and use the Services will immediately cease. We will retain and may continue to use data as permitted by our Privacy Policy, our BAA obligations, and applicable law. PHI will be handled in accordance with HIPAA requirements and the applicable BAA.

Sections regarding intellectual property, disclaimers, limitation of liability, indemnification, governing law, and any other provisions that by their nature should survive termination shall survive the termination of these Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any federal laws, including HIPAA, that apply to the Services shall govern to the extent of any conflict with state law.

Dispute Resolution: Any dispute arising out of or relating to these Terms or the Services shall first be submitted to good-faith mediation. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Sheridan County, Wyoming, unless the parties agree otherwise.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than through arbitration, you waive any right to a jury trial.

14. Modifications to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, provide additional notice (such as a prominent notice on our Site or direct communication to your registered email address).

Your continued use of the Services after the effective date of any modifications constitutes your acceptance of the updated Terms. If you do not agree to the modified Terms, you must discontinue your use of the Services.

15. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, Notice of Privacy Practices, and any applicable service agreements or BAAs, constitute the entire agreement between you and Neuvora regarding the Services.
• Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
• Assignment: You may not assign or transfer these Terms or your rights under them without our prior written consent. Neuvora may assign these Terms without restriction.
• Force Majeure: Neuvora shall not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including natural disasters, pandemics, acts of government, telecommunications failures, or other force majeure events.
• Notices: Notices to Neuvora should be sent to the contact information below. We may provide notices to you via email to your registered address or through the Services.