Care Nexus Terms & Conditions
1. Introduction & Acceptance
Welcome to Care Nexus! These Terms and Conditions (the “Terms”) govern your access to and use of the Care Nexus platform, including any related software, services, websites, or mobile applications (collectively, the “Services”). The Services are owned and operated by Care Nexus, Inc. (“Care Nexus,” “we,” or “us”).
By creating an account, signing a contract referencing these Terms, clicking a button indicating acceptance, or otherwise accessing or using our Services, you agree that you (1) have read and understood these Terms, (2) agree to be bound by them, and (3) have the authority to enter into these Terms on behalf of the legal entity you represent (if any). If you do not agree to all of these Terms, you must not access or use the Services.
We may update these Terms from time to time. If we make changes, we will post the revised Terms at www.getcarenexus.io or provide notice to you by email or within the Services. Your continued use of the Services after any such update indicates your acceptance of the revised Terms.
• Business Associate Notice: In certain cases, Care Nexus may act on behalf of healthcare provider clients (the “Care Nexus Customers”), and your Protected Health Information (PHI) may be governed by a Business Associate Agreement between Care Nexus and that provider. If you are a patient or other end user of one of our healthcare provider clients and have questions concerning the processing of your personal information, please direct those questions to the relevant provider.
2. The Care Nexus Services & License
2.1 Description of Services
Care Nexus provides an online technology platform through the Site (currently located at www.getcarenexus.io) and its associated mobile applications, enabling customers to receive or facilitate healthcare and/or telehealth services (collectively, the “Care Nexus Service”). Certain features or Services may require additional or separate agreements (e.g., Order Forms, Master Services Agreements, or Business Associate Agreements)
2.2 License to Use the Care Nexus Service
Subject to your compliance with these Terms and all applicable laws, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Care Nexus Service for your internal business purposes, or personal usage if you are an individual user, during the term of this Agreement (defined in Section 10.1). This license is revocable at any time as set forth herein.
2.3 Third-Party Services & Integrations
The Care Nexus Service may provide links or integrations with third-party services or applications (“Third-Party Services”). You acknowledge and agree that your use of any Third-Party Services is governed solely by the applicable terms and conditions of those services. Care Nexus does not endorse, monitor, or have any control over these Third-Party Services and is not liable for their actions, content, or any damages arising from use thereof.
3. Accounts & Eligibility
3.1 Account Registration
To access certain features, you may be required to register an account (“Account”). When creating or updating your Account, you must provide accurate, current, and complete information, and promptly update this information if it changes. You are responsible for all activities under your Account and agree to keep your password confidential. You must not share your login credentials or allow any other person to access your Account.
3.2 Eligibility & Restrictions
You represent that you are at least 18 years old (or the legal age in your jurisdiction) and are not barred from using the Services under any applicable law. If you access the Services on behalf of a business or entity, you further represent and warrant that you have the authority to bind that business or entity to these Terms.
Care Nexus may suspend or terminate your access if it reasonably believes you have violated these Terms or any applicable law.
4. Acceptable Use & Restrictions
You agree to use the Services only for lawful purposes and in compliance with these Terms. Specifically, you will not:
• Violate Laws: Use the Services in a way that violates any local, state, national, or international law or regulation.
• Infringe Rights: Post or transmit any content that infringes or violates any person’s intellectual property, privacy, or other rights.
• Harass or Harm: Threaten, stalk, harm, or harass others, or promote bigotry or discrimination.
• Interfere with Security or Network: Attempt to gain unauthorized access to the Services, or circumvent, disable, or otherwise interfere with security-related features.
• Distribute Malware: Upload or disseminate any viruses or other malicious code.
• Reverse Engineer: Decompile, reverse engineer, modify, distribute, or create derivative works of the Services except as authorized by applicable law.
• Extract Data: Use any data mining, scraping, or similar methods to access or obtain data from the Services.
• Overburden the Service: Take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
5. User Data & Privacy
5.1 Definition of User Data
“User Data” means any data, information, text, files, or other materials you submit, post, or otherwise transmit through the Services, including health-related or personal data.
5.2 Your Responsibilities
You retain ownership of your User Data. However, you grant Care Nexus a worldwide, non-exclusive, royalty-free license to use, store, reproduce, and process User Data for the limited purpose of providing, supporting, and improving the Services, as well as to comply with any legal requirement. You represent and warrant that you have all necessary rights to grant this license.
5.3 Protection of User Data
We maintain administrative, technical, and physical safeguards intended to protect User Data in compliance with applicable laws. For information relating to Care Nexus’s data protection and privacy practices, please see our Privacy Policy.
5.4 Business Associate Agreement
If you are a healthcare provider or other entity subject to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), a separate Business Associate Agreement (“BAA”) may be required to govern the use and disclosure of Protected Health Information (“PHI”). In the event of any conflict between these Terms and the BAA, the BAA will control with respect to PHI.
6. Fees & Payment Terms (If Applicable)
6.1 Fees
If you purchase or subscribe to any Services from Care Nexus that involve fees, the fees will be described in an Order Form, Statement of Work, Master Services Agreement, or similar document referencing these Terms. You agree to pay all fees as set forth therein.
6.2 Payment & Taxes
Payments must be made in U.S. dollars (unless otherwise agreed). You are responsible for all applicable taxes, duties, or other governmental assessments associated with your use of the Services.
6.3 Late Payments & Suspension
If you fail to pay any fees when due, Care Nexus may suspend or terminate your access to paid features or Services.
7. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, THE CARE NEXUS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CARE NEXUS AND ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. CARE NEXUS DOES NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
• Not Medical Advice: Care Nexus is not a healthcare provider and does not provide medical advice. Any health-related information accessible via the Services is provided for general informational purposes only and should not be relied upon as a substitute for professional medical advice, diagnosis, or treatment.
8. Indemnification & Limitation of Liability
8.1 Indemnification
You agree to defend, indemnify, and hold harmless Care Nexus, its affiliates, and their respective officers, employees, and agents from and against any third-party claims, damages, or expenses (including reasonable attorneys’ fees) arising from your (a) use of the Services, (b) violation of these Terms, or (c) infringement of any intellectual property or other right of any person or entity.
8.2 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CARE NEXUS AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR DAMAGES FOR LOST PROFITS, GOODWILL, OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICES. IN NO EVENT WILL CARE NEXUS’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO CARE NEXUS FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT.
9. Intellectual Property Rights
9.1 Care Nexus’s Rights
All content, trademarks, logos, and other intellectual property rights in or related to the Services (except for your User Data) are the exclusive property of Care Nexus or its licensors. You may not copy, distribute, modify, or create derivative works from the Services without our prior written consent.
9.2 Feedback
If you provide feedback or suggestions to Care Nexus regarding the Services, you grant Care Nexus a royalty-free, fully paid-up, perpetual, irrevocable, and worldwide license to use, modify, distribute, and incorporate that feedback into the Services.
10. Term & Termination
10.1 Term
These Terms start when you first accept them and continue until either party terminates, as described below (the “Term”).
10.2 Termination by You
You may terminate these Terms or close your Account at any time by discontinuing use of the Services and providing written notice to Care Nexus (unless otherwise agreed upon in a separate contract).
10.3 Termination by Care Nexus
Care Nexus may terminate or suspend your access if you materially breach these Terms (including non-payment of any fees) and fail to cure that breach within 30 days of receiving written notice. Care Nexus may also suspend or terminate the Services at any time for any reason, upon notice to you.
10.4 Effect of Termination
Upon termination, all licenses and rights granted to you in these Terms will immediately cease, and you must cease all use of the Services. If requested, Care Nexus may provide limited access to retrieve User Data, subject to any retention obligations under applicable law. Certain sections (such as Disclaimers, Limitation of Liability, and Indemnification) will survive termination.
11. Dispute Resolution, Governing Law & Venue
These Terms and any disputes arising hereunder are governed by the laws of the State of Tennessee, without regard to conflict of law principles. Any disputes arising out of or relating to these Terms shall be resolved by binding arbitration in Tennessee, unless otherwise required by applicable law. Each party shall bear its own costs and attorneys’ fees unless otherwise determined by the arbitrator. Nothing prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction.
12. Miscellaneous
12.1 Relationship of the Parties
Nothing in these Terms creates a joint venture, partnership, or agency relationship between you and Care Nexus. You do not have authority to enter into any contract or incur any obligation on behalf of Care Nexus.
12.2 Assignment
You may not assign or transfer these Terms or any rights or obligations hereunder without Care Nexus’s prior written consent. Any unauthorized assignment shall be null and void. Care Nexus may assign or transfer its obligations and rights under these Terms, in whole or in part, at any time.
12.3 Severability
If any provision of these Terms is deemed unlawful, void, or unenforceable, that provision shall be severable from these Terms and shall not affect the validity and enforceability of the remaining provisions.
12.4 No Waive
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Any failure to assert a right under these Terms shall not constitute a waiver of that right.
12.5 Notices
We may deliver notices to you by email, posting within the Services, or by any other legally acceptable means. You may provide notices to us by email at [email protected] or as otherwise specified by us in writing.
12.6 Force Majeure
Care Nexus shall not be liable for any delay or failure to perform resulting from events outside its reasonable control, including acts of God, natural disasters, pandemics, government orders, labor disputes, or internet disturbances.
12.7 Entire Agreement
These Terms, along with any other agreements or addendums expressly referenced herein (e.g., Privacy Policy, BAA, Order Form), constitute the entire agreement between you and Care Nexus with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written agreements.