Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) are a binding agreement between you and Nemedic, Inc. (“Nemedic”, “we”, “us”) and govern your access to and use of Nemedic’s websites, applications, and services, including useBlue.ai, Visit, DocFinderPro, and marketing.nemedic.com (each a “Product” and collectively the “Services”). By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

If you use the Services on behalf of an organization (for example, a healthcare practice), you represent that you are authorized to bind that organization, and “you” refers to both you and that organization (“Customer”).

2. Definitions

Product-Specific Terms — additional terms, supplements, or order forms that apply to a particular Product and are incorporated into these Terms (see Section 3).
Customer Content — content you submit to, or generate through, the Services.
User — any individual who accesses the Services under an account.

3. Product-Specific Terms and Order of Precedence

Certain Products are governed by additional Product-Specific Terms, including:

the Healthcare Services Supplement (applies to useBlue and Visit), and
any order form, subscription plan, or Business Associate Agreement (“BAA”) you execute.

Those terms are incorporated into and form part of these Terms. If there is a conflict, the following order controls (highest first): (1) a signed BAA; (2) a signed order form or master agreement; (3) the applicable Product-Specific Terms; (4) these umbrella Terms.

4. Eligibility and Accounts

You must be at least 18 years old to use the Services. You agree to provide accurate registration information, keep your credentials secure, and are responsible for all activity under your account. Authentication for certain Products is provided through our identity provider; you are responsible for safeguarding your login.

5. Acceptable Use

You agree not to:

use the Services for any unlawful purpose or in violation of any applicable regulation;
attempt to gain unauthorized access to the Services or related systems or data;
interfere with or disrupt the integrity or performance of the Services;
reverse engineer, decompile, or disassemble any part of the Services, except as permitted by law;
use the Services to store or transmit malicious code, or to infringe the rights of others;
resell, sublicense, or redistribute the Services without our written consent.

6. Customer Content

You retain ownership of your Customer Content. You grant Nemedic a non-exclusive, worldwide license to host, process, transmit, and display Customer Content solely to provide and improve the Services and as otherwise described in our Privacy Policy and any applicable BAA. You represent that you have the rights necessary to submit your Customer Content and that it does not violate any law or third-party right.

Where a Product allows you to share content with others or publish it (for example, agent sharing or a marketplace), you grant the recipients and Nemedic the license necessary to operate that feature. You are responsible for what you choose to share.

Customer represents and warrants that it has obtained all rights, notices, consents, permissions, authorizations, and legal bases necessary for Nemedic to process Customer Content and provide the Services.

7. Intellectual Property

The Services and all associated software, content, features, and trademarks are owned by Nemedic or its licensors and are protected by intellectual property laws. Except for the rights expressly granted to you, no rights are transferred.

8. Third-Party Services

The Services rely on third-party providers (including cloud infrastructure, AI model providers, payment processors, and messaging providers). Your use may be subject to those providers’ terms. We are not responsible for the acts, omissions, availability, or outages of third parties.

Security and Safeguards – Nemedic maintains administrative, technical, and organizational safeguards reasonably designed to protect the confidentiality, integrity, and availability of Customer Content. While no system can guarantee absolute security, Nemedic will maintain security measures appropriate to the nature of the Services and applicable legal requirements.
Security Incidents – Nemedic will notify Customer without unreasonable delay following confirmation of a Security Incident affecting Customer Content where notification is required by applicable law or contractual obligations. Nemedic may provide supplemental information as investigations progress.
Third-Party Services – Nemedic may engage affiliates, subprocessors, cloud providers, infrastructure providers, AI providers, messaging providers, payment processors, and other third-party service providers in connection with the Services. Nemedic remains responsible for managing such providers in accordance with applicable contractual obligations.

9. Confidential Security Information

Any security questionnaires, audit responses, compliance reports, SOC reports, penetration test summaries, architecture diagrams, security policies, vulnerability information, or related materials provided by Nemedic constitute Nemedic Confidential Information and may be used solely for evaluating security and compliance requirements.

10. Fees and Subscriptions

Certain Products or features require payment. Pricing, plan tiers, and usage limits are set out in the applicable Product-Specific Terms or order form. Paid subscriptions renew automatically unless canceled before the renewal date. Fees are non-refundable except as required by law or expressly stated. We may change pricing or limits prospectively with notice. Payment processing is handled by a third-party payment processor; we do not store full card details.

11. AI Features

Certain Services incorporate artificial intelligence, machine learning models, predictive systems, recommendation systems, automation tools, or third-party AI services (“AI Features”).

AI Features may generate inaccurate, incomplete, outdated, or unexpected outputs. Customer is solely responsible for reviewing and validating outputs before relying upon them for business, clinical, legal, financial, operational, or patient-care purposes.

AI-generated content is provided for informational and workflow-assistance purposes only and does not constitute medical, legal, accounting, or professional advice.

12. Marketing Technologies and Analytics

Certain Services may support analytics, attribution, conversion tracking, advertising integrations, call tracking, campaign measurement, and related technologies (“Marketing Technologies”).

Customer is solely responsible for determining whether its use of Marketing Technologies complies with applicable laws, regulations, platform requirements, privacy obligations, and consent requirements.

Customer shall not direct Nemedic to transmit information in violation of applicable law.

Customer shall defend and indemnify Nemedic against claims arising from Customer’s use of Marketing Technologies except to the extent caused by Nemedic’s gross negligence or willful misconduct.

13. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY REGARDING ACCURACY, RELIABILITY, OR AVAILABILITY. We do not warrant that the Services will be uninterrupted, error-free, or secure. Product-specific disclaimers (including healthcare and AI disclaimers) appear in the applicable Product-Specific Terms.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEMEDIC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE. NEMEDIC’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NEMEDIC DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

You agree to indemnify and hold harmless Nemedic from claims, damages, and liabilities arising from your breach of these Terms, your Customer Content, or your use of the Services in violation of law. Product-specific indemnities (including messaging/TCPA indemnities) appear in the applicable Product-Specific Terms.

Customer indemnifies Nemedic for:

unlawful use of Services
Customer Content
regulatory violations
TCPA violations
privacy-law violations
advertising/marketing claims
customer instructions causing liability

Nemedic indemnifies Customer for:

IP infringement claims arising from Nemedic technology

16. Term and Termination

We may suspend or terminate your access for violation of these Terms or to comply with law. You may stop using the Services at any time. On termination, your right to use the Services ceases; provisions that by their nature should survive (e.g., IP, disclaimers, limitation of liability, indemnification) survive. Data handling on termination is governed by our Privacy Policy and any applicable BAA.

Notwithstanding termination, Customer data retained within backup systems, disaster recovery systems, security logs, archives, or immutable storage may be retained until deleted in accordance with Nemedic’s standard retention schedules.

17. Force Majeure

Neither party shall be liable for delays or failures resulting from causes beyond its reasonable control, including cyberattacks, internet outages, cloud provider failures, acts of government, labor disputes, natural disasters, pandemics, utility failures, or failures of telecommunications infrastructure.

18. Changes to the Terms or Services

We may modify the Services or these Terms. We will notify you of material changes via the Services or email. Continued use after changes take effect constitutes acceptance.

19. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware. Any dispute shall be resolved through binding arbitration administered by the American Arbitration Association. In any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses. EACH PARTY KNOWINGLY , VOLUNTARILY , AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT. To the fullest extent permitted by law, the parties agree that any claims shall be brought solely on an individual basis and not as part of any class, collective, consolidated, or representative action. The existence, amount, or availability of cyber liability insurance maintained by either party shall not be construed to increase, expand, or otherwise modify any liability, indemnification obligation, or damages cap under this Agreement. Nemedic may engage, replace, or update subcontractors, cloud service providers, hosting providers, and other subprocessors in connection with the performance of its services without Covered Entity’s prior consent, provided that Nemedic remains responsible for ensuring that such subprocessors are bound by obligations consistent with applicable HIPAA requirements. Any security-related information disclosed by Nemedic, including without limitation SOC reports, penetration test results, vulnerability assessments, audit reports, security questionnaires, architecture diagrams, policies, procedures, and related security documentation, shall be deemed Nemedic’s confidential and proprietary information, shall be used solely for compliance verification purposes, shall not be disclosed to any third party except as required by law, and shall not be subject to public disclosure, discovery, or use in any litigation except pursuant to a protective order and only to the extent legally required.

20. Export Controls and Sanctions Compliance

Customer shall comply with all applicable export control, economic sanctions, and trade laws and regulations of the United States and other applicable jurisdictions. Customer shall not access, use, export, re-export, transfer, or permit access to the Services in violation of any applicable export control or sanctions laws. Customer represents and warrants that neither Customer nor any User is located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that neither Customer nor any User is identified on any applicable government restricted-party list.

21. Government Use

If Customer is a United States federal, state, or local government entity, or is contracting on behalf of such an entity, the Services are provided as “commercial computer software” and “commercial computer software documentation” as those terms are used in applicable procurement regulations. The Services are licensed with only those rights expressly granted under these Terms, and no additional rights are granted except as required by applicable law.

22. Beta Features

Nemedic may make available certain alpha, beta, preview, early-access, pilot, evaluation, or experimental features (“Beta Features”). Beta Features are provided solely for evaluation purposes and may be modified, suspended, or discontinued at any time without notice. Beta Features are provided “AS IS” and “AS AVAILABLE” without warranties of any kind and may not be subject to the same security, availability, support, compliance, or service-level commitments applicable to generally available Services. Customer assumes all risks associated with use of Beta Features.

23. Usage Data, Derived Data, Benchmarking, and Commercial Analytics

To the extent permitted by applicable law, Customer acknowledges and agrees that Nemedic may create, analyze, aggregate, benchmark, model, and utilize operational, utilization, workflow, performance, scheduling, referral, service-line, specialty, and business intelligence information relating to healthcare providers, practices, facilities, and healthcare operations derived from Customer’s use of the Services.

Such information may be used for benchmarking, analytics, research, operational intelligence, product development, industry reporting, commercial analytics, market insights, and other lawful business purposes.

Nemedic may incorporate such information into reports, benchmarks, analytical products, datasets, models, research publications, intelligence products, and other derivative works that may be provided to customers, partners, researchers, consultants, manufacturers, payors, or other third parties.

Nemedic shall not disclose Protected Health Information in connection with such activities and shall not knowingly identify individual patients through any such reporting, analytics, or intelligence products.

Except for Customer Content and Protected Health Information, Nemedic shall own all right, title, and interest in and to any resulting analyses, benchmarks, models, datasets, scoring systems, intelligence products, derivative works, and related intellectual property developed through such activities.

24. Electronic Communications and Notices

Customer consents to receive communications, notices, disclosures, agreements, updates, invoices, and other information electronically through the Services, by email, or through other electronic means designated by Nemedic. Customer agrees that such electronic communications satisfy any legal requirement that communications be in writing. Customer is responsible for maintaining current account and contact information.

25. Feedback

If Customer or any User provides suggestions, enhancement requests, recommendations, ideas, corrections, comments, or other feedback regarding the Services (“Feedback”), Customer grants Nemedic a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free, fully paid-up right and license to use, modify, incorporate, disclose, reproduce, distribute, commercialize, and otherwise exploit such Feedback for any lawful purpose without restriction, attribution, compensation, or obligation to Customer.

26. Suspension Rights

Nemedic may immediately suspend or restrict access to all or part of the Services, without liability and without prior notice where reasonably necessary to:

(a) protect the security, integrity, availability, or operation of the Services;

(b) prevent or investigate suspected fraud, abuse, illegal activity, or violations of these Terms;

(d) comply with applicable law, court order, governmental request, or regulatory requirement;

(e) address Customer’s failure to pay undisputed fees when due; or

(f) prevent excessive, abusive, or unauthorized use of system resources that materially impacts the Services or other customers.

Nemedic will use commercially reasonable efforts to restore access once the underlying issue has been resolved. Suspension shall not relieve Customer of any obligation to pay fees accrued prior to or during the suspension period.

27. Miscellaneous

These Terms, together with the Product-Specific Terms and any order form or BAA, are the entire agreement between you and Nemedic regarding the Services. If any provision is unenforceable, the remainder stays in effect. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Our failure to enforce a provision is not a waiver.

28. Contact

Nemedic, Inc. — security@nemedic.com