Terms of Service

1. Eligibility

The Service is provided to organizations operating regulated pharmacy businesses in the United States. You represent that you have the authority to bind your organization to these Terms and that your use of the Service complies with all applicable federal, state, and local laws, including HIPAA, the Controlled Substances Act, and state pharmacy regulations.

2. Accounts & workspaces

Workspaces are provisioned per pharmacy organization. The user designated as Owner during workspace creation is responsible for managing teammates, granting permissions, and ensuring all users of the workspace abide by these Terms.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Notify us immediately at security@nurohq.com of any unauthorized access.

3. Customer data & ownership

You retain all rights, title, and interest in data you submit to the Service (“Customer Data”), including any Protected Health Information (PHI) you transmit on behalf of your patients. Nuro processes Customer Data solely to provide the Service and pursuant to any applicable Business Associate Agreement.

You grant Nuro a limited, worldwide, non-exclusive license to host, process, and display Customer Data for the sole purpose of operating the Service. This license terminates when you delete the data or close your workspace.

4. HIPAA & Business Associate Agreement

If you are a Covered Entity or Business Associate under HIPAA, a separately executed Business Associate Agreement (BAA) between you and Nuro governs the handling of PHI. You must not transmit PHI to the Service before a BAA is fully executed.

You are responsible for obtaining all required patient consents and notices for the uses and disclosures of PHI that occur through your use of the Service.

5. Acceptable use

You agree NOT to:

• Use the Service for any purpose that violates law, regulation, or accepted pharmacy practice standards.
• Transmit PHI to the Service without a fully executed BAA with Nuro.
• Attempt to reverse-engineer, decompile, or extract source code from the Service.
• Use the Service to send unsolicited commercial messages, marketing communications without the recipient's consent, or any communication prohibited by the TCPA, CTIA guidelines, or carrier policies.
• Interfere with, disable, or compromise the security, integrity, or availability of the Service.
• Resell, sublicense, or otherwise transfer your access to the Service to a third party without our written consent.

6. Third-party services & subprocessors

The Service integrates with third-party providers (LifeFile, Twilio, Resend, EasyPost, TempStick, Senso Scientific, AWS, Amazon Cognito, and others). Your use of those services may be subject to their own terms; Nuro is not responsible for third-party service availability or content. A current list of subprocessors and their roles is in our Privacy Policy.

7. Fees & payment

Fees, billing cadence, and payment terms are documented in the order form or Master Services Agreement signed between you and Nuro. Pilot programs may be offered at no charge for a limited period; standard fees apply after the pilot ends unless extended in writing.

Fees are non-refundable except as required by law. You are responsible for any taxes associated with your use of the Service.

8. Term & termination

These Terms remain in effect as long as you use the Service. Either party may terminate the relationship with 30 days written notice for any reason. Nuro may suspend or terminate immediately on material breach (including acceptable-use violations, non-payment after notice, or security incidents you cause).

Upon termination: (a) your access to the Service ends, (b) Nuro will provide a reasonable export of your Customer Data in standard formats for 30 days, (c) PHI handling on termination is governed by the BAA, and (d) Sections 3, 4, 5, 10, 11, 12, 13, and 14 survive termination.

9. Confidentiality

Each party will protect the other's confidential information using at least the same care it uses for its own confidential information (and in no event less than reasonable care). PHI is confidential under HIPAA regardless of these Terms.

10. Warranty disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NURO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NURO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID BY YOU TO NURO IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

This limitation does not apply to: (a) liability for breach of the BAA, (b) intentional misconduct or gross negligence, or (c) breach of confidentiality obligations regarding PHI.

12. Indemnification

You agree to defend, indemnify, and hold harmless Nuro and its officers, directors, employees, and agents from any third-party claims, damages, or expenses arising out of (a) your breach of these Terms, (b) your violation of any law in connection with your use of the Service, (c) your Customer Data, or (d) your acts or omissions as a Covered Entity under HIPAA. Nuro will indemnify you for any third-party claims that Nuro's Service (excluding Customer Data and your modifications) infringes a US patent, copyright, or trademark.

13. Governing law & dispute resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Any dispute arising out of or related to these Terms will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, in Wilmington, Delaware. Either party may seek injunctive relief in court for breach of confidentiality or intellectual-property claims.

14. Changes to these Terms

We may update these Terms from time to time. Material changes will be communicated by email to workspace owners with at least 30 days' advance notice. Continued use of the Service after the effective date constitutes acceptance. If you do not agree to the updated Terms, your sole remedy is to stop using the Service.

15. Miscellaneous

These Terms, together with any signed order form, BAA, and our Privacy Policy, constitute the entire agreement between you and Nuro regarding the Service. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force. No waiver of any term will be deemed a continuing waiver. You may not assign these Terms without our prior written consent; Nuro may assign in connection with a merger, acquisition, or sale of substantially all assets.

Contact

Legal questions: legal@nurohq.com.

General inquiries: hello@nurohq.com.