Terms of service

Effective and last updated Nov 3, 2026

1. Agreement

These Terms of Service (the "Terms") are an agreement between HealthArc LLC ("HealthArc", "Nuvory", "we", "us") and:

• the organization that subscribes to or uses Nuvory (the "Customer", "you"); and
• for the Website only, any individual visitor.

If you accept these Terms for an organization, you confirm that you are authorized to bind it.

You accept these Terms by doing any of the following:

• checking the box at sign-up;
• signing an order form that references them; or
• using the Platform.

If you have a signed master subscription agreement or order form with us, it controls where it conflicts with these Terms. If you are a covered entity under HIPAA, the business associate agreement (BAA) between us controls for protected health information (PHI). The order of precedence is: (1) BAA, for PHI; (2) signed agreement or order form; (3) these Terms; (4) documentation.

2. The services

• Website: nuvory.ai and its content, calculators and forms.
• Platform: our hosted software, which connects to your EHR and other data sources, identifies patients and revenue opportunities, and supports your team's outreach and reporting. It includes the modules in your plan, related support and onboarding ("Services").

We may improve and change the Services. We will not materially reduce the core functionality of your subscribed plan during a paid term. Features labelled beta or preview are provided as is, may change and are excluded from any commitments.

3. Accounts and users

• Users: you may let your employees and contractors ("Users") use the Platform for your internal business purposes. You are responsible for their actions and for keeping credentials confidential.
• Accuracy: sign-up information must be accurate and kept current.
• Your administrator controls Users, roles and access to data, and can see User activity.
• Unauthorized access: notify us promptly at legal@nuvory.ai of any unauthorized access or security incident involving your account.

4. Plans, licenses and fees

• Per-provider licenses:
• Starter and Growth are priced per provider license per month, at the prices shown on our pricing page when you subscribe.
• One license covers one rendering provider whose patients the Platform works on.
• You must hold enough licenses for the providers in scope. You may add licenses at any time; added licenses are charged from when they're added.
• Billing:
• Online subscriptions are billed monthly in advance, in US dollars, through our payment processor Stripe. You authorize recurring charges to your payment method.
• Enterprise plans are invoiced as stated in the order form, payable within 30 days unless the order form says otherwise.
• Renewal: subscriptions renew automatically for successive monthly terms (or the term in your order form) until cancelled.
• Price changes: we may change prices on renewal with at least 30 days' notice.
• Taxes: fees exclude taxes. You are responsible for applicable sales, use and similar taxes, other than taxes on our income.
• Late payment: if payment fails or is overdue, we may suspend the Services after notice, until it is resolved.
• Refunds: fees are non-refundable, except where these Terms or the law say otherwise. Cancellation takes effect at the end of the current billing period, and partial months are not refunded.

5. Customer data and PHI

• Your data: you own all data you or your systems provide to the Platform ("Customer Data"), including PHI. You grant us the rights needed to host, process and display it to provide and support the Services, as described in these Terms, the BAA and our privacy notice.
• HIPAA: where you are a covered entity, or a business associate of one, we act as your business associate and sign a BAA before PHI is processed. We will use and disclose PHI only as the BAA permits, and safeguard it as HIPAA requires.
• Your responsibilities: you are responsible for:
• having the rights, notices, authorizations and consents needed to share Customer Data with us and to contact patients;
• telling us about restrictions on PHI that affect us;
• using the minimum necessary PHI.
• Patient outreach: if you call, text or email patients using the Platform or connected tools, you are responsible for complying with applicable law, including:
• HIPAA;
• the Telephone Consumer Protection Act (TCPA);
• CAN-SPAM;
• state telemarketing and privacy laws;
• patient communication preferences.

You must use verified numbers you are authorized to use. - Aggregated and de-identified data: we may create de-identified and aggregated data, as HIPAA and the BAA allow, to operate, secure and improve the Services. It will not identify you, your patients or your Users. - Breach notification: we notify you of a breach of unsecured PHI without unreasonable delay, and no later than 5 days after we discover it or a subcontractor notifies us of it. The notice includes the information HIPAA requires, as it becomes available. - Security: we maintain administrative, physical and technical safeguards appropriate for PHI. These include encryption in transit and at rest, access controls, audit logging and a SOC 2 Type II audited platform. - Return and deletion: after termination, you may request an export of Customer Data within 30 days. We then delete or return Customer Data, including PHI, as the BAA requires, except where law requires us to keep it. Retained data stays protected.

6. Clinical and professional judgment

The Services provide information and workflow tools to help your staff find and follow up with patients. They do not provide medical, legal, coding, billing or compliance advice, and they do not replace professional judgment.

All clinical decisions, patient care, eligibility determinations, coding and billing remain your responsibility and that of your licensed professionals. You should review the Platform's output before acting on it. Revenue estimates, calculator results and reports are estimates, not guarantees.

7. Artificial intelligence features

Some features use machine learning or AI to rank opportunities, summarize information or assist outreach.

• AI output may be inaccurate or incomplete. Review it before relying on it.
• We do not use your PHI to train AI models for other customers.
• Any AI providers that process PHI do so under business associate agreements.

8. Acceptable use

You and your Users will not:

• use the Services unlawfully, or to send unsolicited or unlawful communications;
• upload malicious code, or probe, scan or test the vulnerability of the Services without our written permission;
• access the Services to build a competing product, or copy, frame or reverse engineer them except as the law allows;
• share accounts, exceed your licenses, or resell or provide the Services to third parties;
• interfere with or overload the Services, or bypass security or usage limits;
• input data you don't have the right to share, or use the Services to discriminate against patients.

We may suspend access that violates this section or threatens the security or integrity of the Services. Where practical, we will give notice first and limit the suspension to what is necessary.

9. Third-party services

The Services connect to third-party products that you choose and authorize, such as EHRs, clearinghouses, telephony and payment processors. Your use of those products is governed by your agreements with their providers. We are not responsible for their availability, accuracy or acts. EHR and other product names identify compatibility and belong to their owners.

10. Intellectual property and feedback

We and our licensors own the Services, software, documentation, models and all related intellectual property. We grant you a non-exclusive, non-transferable right to use the Services during your subscription, under these Terms. We reserve all other rights.

If you give us feedback or suggestions, we may use them without obligation to you.

11. Confidentiality

Each party will protect the other's non-public business, technical and financial information it receives:

• with at least reasonable care;
• using it only to perform under these Terms; and
• disclosing it only to people who need to know it and are bound by similar obligations.

This does not apply to information that is public, already known, independently developed or lawfully received from others. PHI is governed by the BAA.

12. Term, cancellation and termination

• Term: these Terms apply while you use the Services.
• Cancelling online plans: you may cancel online plans at any time, effective at the end of the current billing period.
• Termination for breach: either party may terminate for material breach not cured within 30 days of written notice.
• Other grounds: we may terminate immediately where required by law, or for a serious violation of section 8.
• On termination: your access ends, unpaid fees become due, and section 5 applies to your data. Sections 4 (amounts owed), 5, 6, 10, 11, 13, 14, 15 and 16 survive termination.

13. Warranties and disclaimers

We warrant that:

• the Platform will perform materially as described in its documentation; and
• we will provide the Services with reasonable skill and care, in line with applicable law, including HIPAA as a business associate.

If we breach this warranty, your remedy is for us to use reasonable efforts to fix the problem. If we can't, either party may terminate the affected subscription, and we will refund prepaid fees for the unused period.

Except as stated in these Terms, the Services are provided "as is" and "as available". To the fullest extent the law allows, we disclaim all other warranties, express or implied, including:

• merchantability;
• fitness for a particular purpose;
• non-infringement; and
• that the Services will be uninterrupted or error-free, or that they will produce any particular clinical or financial result.

14. Limitation of liability

To the fullest extent the law allows:

• neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if advised they were possible; and
• each party's total liability arising out of these Terms is limited to the fees you paid or owed us in the 12 months before the event giving rise to the claim.

These limits apply to all claims, whether in contract, tort or otherwise, including claims under the BAA, data and security incidents, and indemnification obligations, unless a signed agreement sets a different limit. They do not apply to:

• your payment obligations;
• a party's fraud or willful misconduct; or
• liability that cannot be limited by law.

15. Indemnification

We will defend you against third-party claims that the Services, as provided by us, infringe that party's US intellectual property rights, and pay the resulting costs and damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Data, your modifications, or combination with items we did not provide.

You will defend us against third-party claims arising from:

• Customer Data;
• your communications with patients; or
• your use of the Services in violation of these Terms or the law.

You will pay the resulting costs and damages.

Conditions: the indemnified party must give prompt notice, give reasonable cooperation, and let the indemnifying party control the defense and settlement.

16. General

• Governing law and venue: these Terms are governed by the laws of the State of New Jersey, without regard to conflict-of-law rules. The state and federal courts in New Jersey have exclusive jurisdiction, unless your signed agreement says otherwise.
• Changes: we may update these Terms by posting a new version with a new date. Material changes to paid subscriptions take effect at your next renewal. Continuing to use the Services after that means you accept the change. Signed agreements change only in writing.
• Notices: we send notices to your account administrator's email. You send notices to legal@nuvory.ai.
• Assignment: neither party may assign these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets that agrees to these Terms and the BAA.
• Force majeure: neither party is liable for delays caused by events beyond its reasonable control. This does not excuse payment obligations or our HIPAA safeguards.
• Publicity: we will not use your name or logo publicly without your permission.
• Export and sanctions: you will comply with US export control and sanctions laws.
• Entire agreement: these Terms, together with any order form, BAA and our privacy notice, are the entire agreement on this subject. If any provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.

17. Website use

If you only use the Website, sections 1, 6, 8, 10, 13, 14 and 16 apply to you. Website content is general information, not medical, legal or billing advice, and may change without notice.

18. Contact

• Email: legal@nuvory.ai
• Mail: HealthArc LLC, Attn: Legal, 2 University Plaza Dr, Suite 100, Hackensack, NJ 07601, United States
• Privacy questions: see our privacy notice or email privacy@nuvory.ai.