Terms of Use and SaaS Service Terms

1. Agreement To These Terms

By using a covered Nuraflow service, you agree to these terms for yourself and any organization you represent.

These Terms of Use and SaaS Service Terms (the "Terms") are a legal agreement between you and the legal entity operating under the Nuraflow name ("Nuraflow," "we," "us" or "our"). Nuraflow is registered in Delaware and operates from Texas. They apply when you visit a Nuraflow website, join a waitlist, request or attend a demo, participate in a pilot or other pre-release program, create an account, or access or use any Nuraflow-hosted software, documentation, support or related service covered by these Terms (collectively, the "Service"). [COUNSEL INPUT REQUIRED: insert the exact registered legal entity name and type before publication; do not infer an LLC or Inc. suffix.]

By accessing or using the Service, clicking to accept, or accepting an invitation that references these Terms, you agree to them. If you do not agree, do not access or use the Service. If you use the Service for an agency, employer or other organization, "Customer" means that organization and "you" includes both Customer and each person using the Service for Customer.

2. Scope And Controlling Customer Agreements

These Terms are an interim agreement. A signed MSA, DPA, BAA or Order Form controls its own subject matter once it takes effect.

The public website, waitlist and general demo portions of the Service remain subject to these Terms. SaaS access under these Terms is intended only for evaluation, pre-release access, limited interim use, or another period before the parties execute a written master services agreement ("MSA") and applicable order form ("Order Form").

Customer SaaS use should be governed by an executed MSA, data processing addendum ("DPA") and, if Nuraflow will create, receive, maintain or transmit protected health information ("PHI") for Customer, business associate agreement ("BAA"). These Terms are not a DPA or BAA and do not authorize either party to disclose PHI to the other.

When an executed MSA, Order Form, DPA or BAA applies, it supersedes these Terms only for the parties, Service and subject matter it covers. A BAA controls for PHI, a DPA controls for personal-data processing, an Order Form controls for the subscription, service scope and commercial terms stated in it, and an MSA controls for the contracted SaaS relationship. These Terms continue to govern any use outside that scope.

3. Eligibility, Authority And Agency Relationship

You must be legally able and authorized to accept these Terms and use the Service for your organization.

You must be at least 18 years old, have legal capacity to enter a contract, and not be barred from using the Service under applicable law. The Service is offered for business and professional use, not personal, family or household use.

If you act for Customer, you represent that you have authority to bind Customer and to provide all instructions, data and permissions involved in its use of the Service. Customer is responsible for its authorized users, workforce members, contractors and agents and for their compliance with these Terms.

Nuraflow provides software to support agency operations. Nuraflow does not become Customer's agent for clinical judgment, employment, billing, legal compliance, payer relations or patient care merely because Customer uses the Service.

4. Website, Waitlist And Demos

A waitlist entry or demo is informational and does not promise access, timing, pricing or a future feature.

Joining a waitlist, submitting an inquiry or attending a demo does not create a purchase commitment, reservation, partnership, exclusivity arrangement or obligation for either party. Nuraflow may decide whom to invite, when to offer access, and whether to change or discontinue a planned offering.

Website and demo descriptions, screens, workflows, timelines and anticipated capabilities may be illustrative, incomplete or subject to change. They are not warranties, service levels or binding product commitments unless repeated in an executed MSA or Order Form.

Information submitted through website, waitlist and demo-request forms is handled as described in Nuraflow's privacy notice. Read the Privacy Policy

5. Accounts And Credentials

Customer must keep accounts accurate, individual and secure and promptly report suspected compromise.

Customer must provide accurate registration information, keep it current, assign each authorized user a unique account, and limit access to people with a legitimate business need. Accounts and credentials may not be shared, transferred, pooled or used by more than one person unless Nuraflow expressly enables that use.

Customer is responsible for account provisioning and removal, role assignments, authentication settings, endpoint security, password practices and activity under its accounts to the extent within Customer's control. Customer must promptly disable access for departed or reassigned personnel.

Customer must promptly notify Nuraflow at info@nuraflow.cloud of suspected unauthorized access, credential compromise or misuse and reasonably cooperate with containment and investigation. Notice does not shift Customer's responsibilities or establish that a security incident occurred within Nuraflow systems. Email Nuraflow

6. Limited Right To Use The Service

Nuraflow grants Customer a limited right to use the Service for its authorized internal agency operations.

Subject to these Terms, Nuraflow grants Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable right during the applicable access period to permit its authorized users to access and use the Service solely for Customer's internal evaluation or authorized agency operations.

Customer may use the Service only for the care lines, locations, entities, users, volumes, environments and purposes Nuraflow has authorized. Customer may not provide the Service as a service bureau, resell it, allow an unaffiliated third party to use it, or use it to operate another organization's business without Nuraflow's written approval.

7. Customer Configuration And Lawful Workflows

The agency remains responsible for how it configures the Service and for the legality and accuracy of its workflows.

Customer is responsible for configuring roles, permissions, forms, schedules, authorizations, pay and billing rules, payer mappings, documentation templates, retention settings, integrations, alerts and other workflows to match its operations and legal obligations. Nuraflow may provide implementation assistance, but Customer must review, approve and periodically validate each configuration before relying on it.

Customer is responsible for determining and meeting all laws, regulations, contracts, accreditation standards, payer rules and professional obligations that apply to its operations, including requirements concerning licensure, scope of practice, EVV, clinical documentation, consent, notices, records, employment, wage and hour matters, claims, coding, reimbursement and fraud, waste and abuse controls.

Customer must obtain all rights, permissions, authorizations and consents needed for its data and workflows. It must supervise its workforce and independently determine whether the Service is appropriate for each use. The Service is not an emergency system and must not be Customer's sole method for urgent clinical, safety or continuity communications.

8. Healthcare Data, HIPAA And BAAs

Do not send PHI to Nuraflow unless a BAA is signed and Nuraflow has approved the designated environment and method.

These Terms do not create a business associate relationship and are not a BAA. Before Customer uses the Service to create, receive, maintain or transmit PHI on behalf of a HIPAA covered entity or business associate, the parties must execute a BAA and any required MSA, DPA and Order Form, and Nuraflow must authorize the applicable production environment and data flow in writing.

Customer must not place PHI, patient records, clinical details or other sensitive health information in public website forms, waitlist forms, general demo requests, general email, public chat, unapproved support channels or pre-release environments not expressly authorized for PHI. Demos and evaluations must use synthetic or properly de-identified information unless the required agreements and written approvals are already in place.

Customer is responsible for determining whether it is a covered entity or business associate, applying minimum-necessary and access rules, completing its own risk analysis, training its workforce, managing patient rights and disclosures, and using the Service consistently with its BAA and applicable law. No feature, configuration or security control by itself satisfies Customer's HIPAA obligations.

If Nuraflow learns that PHI was submitted through an unauthorized channel or without a required BAA, Nuraflow may restrict access and, as permitted by law, securely return or delete the information. Nuraflow is not required to monitor public submissions for PHI, and Customer remains responsible for the submission and any legally required response.

9. No Clinical, Legal Or Billing Advice

The Service supports work but does not replace qualified professional judgment or payer verification.

The Service may organize information, suggest workflows, display rules or codes, generate drafts, flag possible issues, or assist with documentation and billing operations. Those functions are informational tools, not medical, nursing, clinical, legal, tax, accounting, coding, reimbursement or billing advice.

Nuraflow does not diagnose, treat, direct patient care, establish a standard of care, determine medical necessity, guarantee eligibility or coverage, promise payment, or make final employment, credentialing, coding, claim or compliance decisions. Customer must use appropriately qualified personnel to review and approve actions and must confirm requirements with the relevant regulator, payer, counsel or professional adviser.

10. AI-Assisted Features And Human Review

AI-assisted output can be incomplete or wrong and must be reviewed by a qualified person before use.

Some features may use artificial intelligence, machine learning or automated methods to summarize, classify, extract, recommend or draft content ("AI Output"). AI Output may be inaccurate, incomplete, biased, outdated, inconsistent or unsuitable for Customer's facts and may produce similar results for different users.

Customer must disclose and use AI-assisted features as required by law, provide meaningful human review, verify source data and AI Output, and retain qualified decision-makers. Customer may not rely on AI Output as the sole basis for clinical care, patient safety, legal rights, employment, coverage, coding, billing, payment, eligibility or another high-impact decision.

Unless an executed agreement expressly says otherwise, Customer must not use AI-assisted features with PHI or other regulated data. Customer is responsible for determining whether a proposed AI use is lawful and appropriate and for keeping records needed to support its decisions.

11. Customer Data, Instructions And Accuracy

Customer controls its data and instructions and must verify imports, records, calculations and outputs.

"Customer Data" means information, files, content and instructions submitted to or collected through the Service by or for Customer, excluding Nuraflow technology and usage data that does not identify Customer or an individual. As between the parties, Customer retains its rights in Customer Data.

Customer grants Nuraflow and its authorized service providers a non-exclusive right to host, copy, transmit, display, modify and otherwise process Customer Data only as needed to provide, secure, support and improve the Service, comply with law, and perform the parties' agreements. A DPA or BAA controls when applicable.

Customer represents that it has all rights and lawful bases needed for Customer Data and its instructions. Customer is responsible for the quality, legality, completeness and accuracy of Customer Data and must verify migrated records, integrations, calculations, edits, alerts, reports, exports and other outputs before operational, clinical, payroll, billing or compliance use.

12. Backups, Exports And Business Continuity

Customer must keep the records, exports and continuity measures its operations require.

Unless an executed MSA or Order Form states otherwise, any Nuraflow backup or recovery process is an operational safeguard for the Service and not Customer's archive, legal record-retention system or guaranteed recovery point. Customer must maintain source records, independent exports or backups, and downtime procedures appropriate to its legal, clinical, payroll, billing and continuity needs.

Customer should test exports and restoration procedures before relying on them. Data transfer, conversion and restoration can cause formatting changes, omissions or delays, particularly when third-party systems use different data models or export limits.

13. Acceptable Use

Do not misuse the Service, interfere with it, evade safeguards or use it to violate rights or law.

You may not use the Service to violate law, a court order, a payer or program rule, another person's rights, or an agreement binding on you; submit data you lack authority to use; discriminate unlawfully; facilitate fraud, abuse, harassment or harm; impersonate another person; or send malicious, deceptive or unsolicited communications.

You may not probe, scan or test vulnerabilities without written authorization; bypass access, rate, geographic, tenant or security controls; introduce malware; disrupt or overload the Service; access another customer's data; scrape or harvest content or personal information; automate access except through an approved interface; or conceal the source of activity.

Except to the extent a restriction is prohibited by law, you may not reverse engineer, decompile, disassemble, copy, frame, mirror, modify or create derivative works of the Service; remove notices; use the Service to develop or train a competing product or model; benchmark or publish performance or security test results without written consent; or use output to infringe or misappropriate rights.

14. Third-Party Services And Integrations

Connected services have their own terms and risks, and Customer controls which ones it enables.

The Service may link to, exchange data with or depend on third-party products, payers, aggregators, networks, app stores, identity providers, APIs, data sources or other services ("Third-Party Services"). Customer authorizes Nuraflow to exchange Customer Data with each Third-Party Service Customer enables as needed to perform Customer's instructions.

Third-Party Services are governed by their providers' terms and privacy practices. Nuraflow does not control and is not responsible for their availability, security, accuracy, changes, charges or acts. An integration may stop working if a provider changes or withdraws its service, credentials, API, terms or data access.

Customer is responsible for selecting, contracting with, configuring and lawfully using Third-Party Services and for maintaining required accounts, consents and credentials. Nuraflow remains responsible for its own obligations and does not disclaim liability to the extent a loss was caused by Nuraflow's breach of an applicable agreement or duty.

15. Pre-Release And Evaluation Access

Pre-release features may change, fail or be withdrawn and are not for critical production use unless Nuraflow approves that use in writing.

Alpha, beta, pilot, preview, sandbox, evaluation and other pre-release offerings may be incomplete, contain errors, change without notice, have limited support, lose or reset test data, or never become generally released. Nuraflow may add, modify, limit or discontinue them at any time.

Unless Nuraflow expressly authorizes otherwise in writing, pre-release access is for non-production evaluation with synthetic or properly de-identified data only. It must not be used for live patient care, payroll, claims submission, legal recordkeeping, emergency operations or another activity where an error, delay or interruption could cause material harm.

Additional preview notices or program terms may apply. Customer must stop using a pre-release feature when Nuraflow requests and must promptly report material errors, security concerns and unintended access it discovers.

16. Service Changes, Maintenance And Availability

Nuraflow may maintain and change the Service, and no uptime commitment applies unless a signed agreement states one.

Nuraflow may update, replace, add, limit or discontinue features to improve the Service, address security or legal requirements, respond to third-party changes, or manage pre-release development. Nuraflow will use reasonable efforts to avoid materially reducing paid functionality during a committed Order Form term, subject to that Order Form and MSA.

The Service may be unavailable because of planned maintenance, emergency maintenance, network or cloud-provider conditions, third-party failures, security events, legal requirements or circumstances beyond Nuraflow's reasonable control. Nuraflow may perform emergency maintenance without advance notice.

No service-level commitment, support response time, recovery objective or service credit applies unless stated in an executed MSA, Order Form or service-level agreement. Any status estimate is informational and may change as an incident or maintenance event develops.

17. Fees And Taxes

No fee is due under these public Terms unless an Order Form or other written purchasing document states it.

Website access, waitlist registration and a general demo do not create a payment obligation. SaaS fees, subscription periods, usage limits, invoicing, payment terms, renewal terms and any service credits apply only as stated in an executed Order Form.

If an Order Form applies, Customer must pay the fees and applicable taxes stated there without setoff, except where law requires otherwise. Refunds, credits, late charges and suspension for nonpayment are governed by the Order Form and MSA, if any.

18. Nuraflow Intellectual Property

Nuraflow and its licensors own the Service, while Customer keeps its rights in Customer Data.

Nuraflow and its licensors retain all right, title and interest in the Service, software, models, workflows, interfaces, designs, documentation, content, trademarks, service marks, technology, improvements and related intellectual property. Except for the limited use right in these Terms, no right is granted by implication, estoppel or otherwise.

If Customer provides ideas, suggestions, requests, corrections or other feedback, Customer grants Nuraflow a perpetual, irrevocable, worldwide, royalty-free and sublicensable right to use and incorporate that feedback without restriction or payment. Nuraflow will not identify Customer as the source without permission.

Nuraflow may create and use aggregated or de-identified information that does not identify Customer or any individual to operate, secure, analyze and improve the Service, subject to an applicable DPA, BAA and law. Nuraflow will not attempt to re-identify information treated as de-identified.

19. Confidentiality

Each party must protect the other's nonpublic information and use it only for the relationship.

"Confidential Information" means nonpublic information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential, including nonpublic product plans, security information, business information and Customer Data. It excludes information the recipient can document was lawfully known without restriction, independently developed without use of the information, received lawfully from another source without a duty, or made public without the recipient's breach.

The recipient will use Confidential Information only to perform or receive the Service, protect it with at least reasonable care, and disclose it only to personnel and providers who need to know it and are bound by protective obligations. If law requires disclosure, the recipient may disclose the required portion and, when legally permitted, will give prompt notice and reasonable assistance.

Public website, waitlist and general demo forms are not designated channels for Confidential Information. Do not submit trade secrets, PHI or other sensitive information through them. A DPA or BAA supplies additional protections for data within its scope.

20. Security, Cyber Risk And Customer-Caused Loss

Both parties have security responsibilities, and no internet service can eliminate every cyber or data-loss risk.

Nuraflow will use safeguards appropriate to the Service and the agreements in effect. However, internet, cloud, software and integration services carry risks including unauthorized access, phishing, malware, ransomware, service interruption, corruption, transmission error and data loss. Nuraflow does not promise that the Service will be immune from every vulnerability, attack or failure.

Customer must use the Service in a secure manner, including appropriate identity controls, least-privilege access, device and network protections, workforce training, incident procedures and review of audit information made available to it. Customer must not weaken, disable or work around security controls.

To the extent permitted by law, Nuraflow is not responsible for loss caused by Customer's negligence, unlawful instructions, misconfiguration, weak or shared credentials, delayed account removal, insecure devices or networks, failure to install or follow required updates, improper handling or disclosure of data, unauthorized integrations, failure to maintain required records or backups, or use contrary to documentation or written instructions, except to the extent Nuraflow's own breach, negligence or misconduct contributed to the loss.

21. Suspension

Nuraflow may restrict access when reasonably necessary to protect people, data, the Service or legal compliance.

Nuraflow may suspend or limit access if it reasonably believes use violates these Terms or law, threatens security or availability, risks harm to a person or third party, involves fraud or unauthorized PHI, could expose Nuraflow or another person to liability, or remains unpaid under an applicable Order Form.

When practical and lawful, Nuraflow will give notice and a reasonable opportunity to cure before suspension. Nuraflow may act immediately when delay could increase harm, and will limit the scope and duration of suspension where reasonably practicable. Suspension does not permit Nuraflow to withhold PHI contrary to HIPAA or a BAA.

22. Termination, Data Export And Deletion

Access ends when these Terms or an invitation ends, with a limited export period before deletion where applicable.

Customer may stop using the public Service at any time. Either party may terminate interim SaaS access on written notice, and Nuraflow may terminate immediately for a material breach, unlawful use, security threat or circumstances described in the suspension section. An MSA or Order Form controls termination of paid access within its scope.

Before termination, Customer should use the Service's standard export functions. Unless an executed agreement states otherwise, Customer may request a standard export within [COUNSEL INPUT REQUIRED: post-termination export window] after termination. Nuraflow may require identity and authority verification and may charge an agreed fee for non-standard assistance.

After the export window, Nuraflow may delete Customer Data from active systems within [COUNSEL INPUT REQUIRED: active-system deletion period], subject to law, legal holds, security requirements, backup cycles and any MSA, DPA or BAA. Residual backup copies may remain protected and isolated until overwritten in the ordinary cycle. If return or deletion of PHI is not feasible, the BAA controls continuing protections and permitted uses.

Terms that by their nature should continue will survive, including ownership, confidentiality, accrued payment obligations, disclaimers, liability limits, indemnification, dispute terms and restrictions on misuse.

23. Disclaimers

The public, demo and interim Service is provided without promises beyond those expressly written in a signed agreement.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, WEBSITE, DEMOS, PRE-RELEASE FEATURES, CONTENT AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." NURAFLOW DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

NURAFLOW DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE AGAINST EVERY THREAT, OR COMPATIBLE WITH EVERY SYSTEM; THAT DATA OR OUTPUT WILL BE ACCURATE, COMPLETE, PRESERVED OR SUITABLE FOR A PARTICULAR WORKFLOW; OR THAT USE WILL SATISFY A LAW, PAYER, LICENSING, ACCREDITATION, CLINICAL, EMPLOYMENT, BILLING OR REIMBURSEMENT REQUIREMENT.

An executed MSA, Order Form, DPA, BAA or service-level agreement may provide express commitments for its scope. Some jurisdictions do not allow certain warranty exclusions, so those exclusions apply only to the extent permitted by law.

24. Limitation Of Liability

The parties limit indirect damages and need counsel to set the monetary cap and legally required exceptions.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THESE TERMS FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR BUSINESS OPPORTUNITY, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE. DATA-LOSS AND BUSINESS-INTERRUPTION CLAIMS ARE SUBJECT TO THIS EXCLUSION EXCEPT TO THE EXTENT AN APPLICABLE LAW OR EXECUTED DPA, BAA, MSA OR ORDER FORM PROVIDES OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED [COUNSEL INPUT REQUIRED: mutual liability cap and measurement period]. If no fee was paid, counsel must determine whether a separate minimum or website-only cap applies: [COUNSEL INPUT REQUIRED: no-fee cap].

Nothing in these Terms excludes or limits liability for gross negligence, willful misconduct, fraud, or any obligation or liability that applicable law does not permit a party to exclude or limit. [COUNSEL INPUT REQUIRED: confirm treatment of confidentiality, indemnification, intellectual-property, data-protection, payment and equitable-relief claims, including any supercaps].

25. Indemnification

Each party is responsible for specified third-party claims tied to what it controls.

Customer will defend Nuraflow and its affiliates, officers, directors and personnel from third-party claims arising from Customer Data, Customer's unlawful or unauthorized use, Customer's breach of the acceptable-use or healthcare-data obligations, or Customer's configuration and operation of a workflow, and will pay resulting damages, settlements and reasonable legal fees, except to the extent caused by Nuraflow's breach, negligence or misconduct.

For paid SaaS access under an Order Form, Nuraflow will defend Customer from a third-party claim that the unmodified Service, when used as authorized, directly infringes a United States patent, copyright or trademark, and will pay resulting damages, settlements and reasonable legal fees. This obligation does not cover claims caused by Customer Data, Customer or third-party modifications, combinations not supplied by Nuraflow, continued use after notice and a reasonable replacement, or use outside the agreed scope.

For a covered infringement claim, Nuraflow may obtain continued use rights, modify or replace the affected Service, or terminate it and refund prepaid fees for the unused remainder of the applicable Order Form. The indemnified party must give prompt notice, reasonable cooperation and control of the defense to the indemnifying party, but no settlement may admit fault or impose non-monetary duties on the indemnified party without its consent. [COUNSEL INPUT REQUIRED: confirm indemnity scope, procedure and whether the Nuraflow IP indemnity belongs only in the MSA].

26. Equitable Relief

A party may seek urgent court relief when misuse of confidential information or intellectual property cannot be adequately repaired with money alone.

Actual or threatened misuse of Confidential Information, the Service or intellectual property may cause irreparable harm for which monetary damages are inadequate. Subject to applicable law, either party may seek temporary, preliminary or permanent injunctive or other equitable relief without waiving other remedies. [COUNSEL INPUT REQUIRED: determine whether any bond waiver is appropriate and enforceable].

27. Force Majeure

Neither party is responsible for delay caused by extraordinary events outside its reasonable control, subject to mitigation and payment duties.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil disorder, labor disruption, utility or internet failure, cloud or telecommunications outage, government action, embargo, cyberattack not caused by the affected party's failure to use required safeguards, or failure of a critical supplier. The affected party must use reasonable efforts to mitigate and resume performance. This section does not excuse payment already due, confidentiality duties, data-protection duties, or obligations that applicable law does not permit to be excused.

28. Export Controls And Sanctions

The Service may not be used or provided in violation of United States export-control or sanctions laws.

You must comply with applicable United States and other export-control, economic-sanctions and anti-boycott laws. You may not access, export, re-export, transfer or use the Service in a prohibited country or territory, for a prohibited end use, or for or on behalf of a sanctioned or restricted person or entity, unless authorized by law and any required license.

You represent that you and Customer are not prohibited or restricted parties and are not owned or controlled by one. Nuraflow may screen, block or terminate access when reasonably necessary for compliance and may request information needed to evaluate location, ownership, end user or end use.

29. Notices

Formal legal notices must use the specified delivery methods and addresses once counsel supplies them.

Notices under these Terms must be in writing. Nuraflow may give operational or Terms-related notice through the Service, by email to the address associated with the account, or by posting an updated notice where permitted by law. Formal notices of breach, indemnity claims, termination or legal process must be sent by [COUNSEL INPUT REQUIRED: permitted notice methods and when notice is deemed received].

Notices to Nuraflow must be addressed to Nuraflow at 550 S Watters Rd Ste 223, Allen, TX 75013, with an email copy to legal@nuraflow.cloud. Notices to Customer will be sent to the administrator, legal notice contact or address in its account or applicable Order Form. Each party must keep its notice information current. Email Nuraflow Legal

30. Assignment, Severability And Waiver

These Terms bind permitted successors, and an unenforceable provision does not invalidate the rest.

Customer may not assign or transfer these Terms or an account without Nuraflow's prior written consent. Nuraflow may assign these Terms in connection with a merger, reorganization, financing, sale of assets or change of control, or to an affiliate, provided the assignment does not reduce protections required by an applicable DPA or BAA. Any prohibited assignment is void. [COUNSEL INPUT REQUIRED: confirm mutuality and change-of-control treatment].

If a provision is held unenforceable, it will be enforced to the maximum lawful extent and the remaining provisions will remain effective. A waiver must be in writing and signed by the waiving party. Delay or failure to enforce a right is not a waiver, and a waiver on one occasion is not a waiver on another.

31. Entire Agreement And Order Of Precedence

The complete agreement consists of these Terms plus any signed documents, with specialized signed terms controlling conflicts in their scope.

These Terms and any applicable executed MSA, Order Form, DPA, BAA and incorporated program terms are the entire agreement about their subject matter and replace prior or contemporaneous discussions and representations about that subject matter. A purchase order or vendor-portal term supplied by Customer is administrative only and does not modify the agreement unless Nuraflow expressly signs it.

For a conflict, the following order applies only to the conflicting subject matter: the BAA for PHI; the DPA for personal-data processing; the Order Form for expressly stated service-specific and commercial terms; the MSA for the contracted SaaS relationship; then these Terms and incorporated documentation. A later signed amendment controls the document it amends. [COUNSEL INPUT REQUIRED: confirm precedence between the MSA and Order Form and whether any security exhibit has separate priority].

32. Governing Law And Disputes

Counsel must select the governing law, forum and dispute process before publication.

These Terms are governed by the laws of [COUNSEL INPUT REQUIRED: governing-law jurisdiction], without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before filing a claim, each party will give written notice describing the dispute and allow authorized representatives at least [COUNSEL INPUT REQUIRED: informal resolution period] to attempt a good-faith resolution, except when urgent equitable relief is reasonably necessary.

Any unresolved dispute will be handled through [COUNSEL INPUT REQUIRED: court litigation or arbitration, forum, venue, rules, class-action treatment, jury-waiver treatment and small-claims exception]. Nothing in these Terms restricts a right or remedy that cannot lawfully be restricted.

33. Changes To These Terms

Nuraflow may update these Terms prospectively and will identify the new effective date.

Nuraflow may update these Terms to reflect changes to the Service, law, risk or business practices. The revised version will state a new effective date. When required by law, or when a change materially reduces rights or increases obligations for an existing account, Nuraflow will provide additional notice before the change takes effect.

Changes apply prospectively. Continued use after the effective date constitutes acceptance where permitted by law. If Customer does not agree, it must stop the affected use. Changes to an executed MSA, Order Form, DPA or BAA require the amendment process in that agreement and are not made merely by updating these public Terms.

34. Contact

Contact Nuraflow for general or privacy questions, but do not include PHI in ordinary email.

For legal notices and questions about these Terms, contact legal@nuraflow.cloud or write to Nuraflow, 550 S Watters Rd Ste 223, Allen, TX 75013. Email Nuraflow Legal

For general questions about these Terms or the Service, contact info@nuraflow.cloud. Do not include PHI, patient records or sensitive credentials in ordinary email. Email General Support

For privacy questions or requests, contact privacy@nuraflow.cloud. Privacy email is not an approved channel for PHI unless Nuraflow gives specific written instructions. Email Privacy