Last Updated: January 16, 2025
These Platform Terms of Use (these “Terms of Use”) constitute a legal agreement between you and Nodem Inc. (“Nodem,” “we,” “us,” or “our”). These Terms of Use specify the terms under which you may access and use our proprietary software‑as‑a‑service (“SaaS”) platform (the “Platform”), which we currently make available as a web application and/or mobile application (if any).
By accessing and/or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use, as well as the terms and conditions of our Privacy Policy (the “Privacy Policy”), which is hereby incorporated by reference (collectively, the “Agreement”). If you do not agree to any of the terms in the Agreement, please refrain from using the Platform.
If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement, and “you” and “your” will refer and apply to that company or other legal entity.
We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post such modifications within the Platform. By continuing to access or use the Platform after we have posted modifications, you indicate that you agree to be bound by the revised Agreement. If the revised Agreement is not acceptable to you, your only recourse is to stop using the Platform.
The sections below titled “Binding Arbitration” and “Class Action Waiver” contain a binding arbitration agreement and class action waiver that affect your legal rights. Please read them carefully.
1. Beta Testing
• During the beta period, Closed Alpha participants may access the Platform free of charge and are eligible to participate in a revenue share program, while Closed Beta users will be offered the Platform at a 50% discount off the list price. In all cases, you acknowledge that the Platform—including its functionalities (e.g., CPT code assistance, care plan analysis)—may still contain bugs, errors, or other limitations, and you agree to use it at your own risk.
2. Experimental CPT Codes & Care Plan Analysis
• The Platform provides CPT code assistance and analysis of the care plan solely for educational purposes. These features are highly experimental and may not be accurate or exhaustive. You must always use your own clinical judgment in patient care and cannot rely solely on any recommendations generated by the Platform.
3. Transition to Paid Service
• Nodem reserves the right to introduce and/or modify subscription fees at any time. We will provide you with notice (e.g., via email or within the Platform) at least 30 days in advance of any changes to our pricing structure.
Subject to the terms and conditions of this Agreement, Nodem grants you, during the Term (as defined below), a limited, non‑exclusive, non‑transferable, non‑sublicensable, revocable right for you and your Authorized Users (as defined in Section 3 below) to access and use the Platform strictly for your internal business purposes (including any experimental/educational purposes of evaluating the Platform).
You agree not to (and to ensure your Authorized Users do not):
If you violate this section, Nodem may immediately deny you access to the Platform (or any portion thereof) without notice. Nodem may change the availability of any feature, function, or content relating to the Platform at any time without liability to you.
Your employees or contractors who access and use the Platform on your behalf are “Authorized Users.” Each Authorized User must create an account by providing an email address and password (“Login Credentials”). Login Credentials may not be shared or transferred. You must keep them confidential and promptly notify us of any unauthorized use or breach.
You are fully responsible for all activities associated with your Authorized Users’ accounts. You will promptly inform us to deactivate or change any Authorized User’s access if needed. We reserve the right to disable any account credentials at any time for any reason, including if we believe there is a breach of these Terms of Use.
During the beta period, Closed Alpha participants may access the Platform free of charge and participate in a revenue share program, while Closed Beta users will be offered the Platform at a 50% discount off the list price. Notwithstanding anything to the contrary in this Agreement, during any beta or trial period, Nodem provides the Platform “as is” and without any warranty or indemnity; we shall have no liability for any harm or damage arising from or in connection with the Platform usage during beta.
Your use of the Platform may involve the transmission of personal information to us. Our policies concerning the collection and use of such personal information are governed by our Privacy Policy, incorporated by reference into these Terms of Use.
The Platform contains content (e.g., software, text, graphics, images, sound, audiovisual works) owned by or licensed to Nodem (“Content”). You have no rights in or to the Content except as explicitly granted in this Agreement. Any unauthorized use of the Content may violate copyright, trademark, and other laws. Trademarks, service marks, and logos displayed on the Platform (the “Nodem Trademarks”) are the property of Nodem. Other company and product names might be trademarks of their respective owners (“Third-Party Trademarks”).
Nothing in these Terms of Use grants you a license to use Nodem Trademarks or Third-Party Trademarks, except as expressly permitted in writing. You will not remove or alter any proprietary notices.
The Platform’s CPT code assistance and care plan analysis are EXPERIMENTAL and are provided solely for educational purposes. All decisions or judgments about patient care remain your sole responsibility.
THE PLATFORM AND ALL RELATED CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, OR ACCURACY. ANY RELIANCE ON OUTPUT FROM THE PLATFORM IS AT YOUR OWN RISK.
IN NO EVENT SHALL NODEM (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OR FOR LOST PROFITS OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PLATFORM, EVEN IF NODEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NODEM’S AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES (IF ANY) PAID BY YOU TO NODEM IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
Any dispute, claim, or controversy arising out of or relating to the Agreement or the use of the Platform (each, a “Dispute”) will be resolved by binding arbitration under the Federal Arbitration Act, administered by JAMS or a similar arbitration service. Any such arbitration will be held in Delaware, unless both parties agree otherwise in writing.
You agree that any arbitration or proceeding is limited to the Dispute between you and Nodem individually. You agree not to join or consolidate claims by or against other individuals or entities, or proceed in any representative capacity or class action. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST NODEM ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Nothing herein precludes Nodem from seeking injunctive relief in any court having jurisdiction to protect its intellectual property or confidential/proprietary information.
This Agreement and any action related thereto will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. You hereby submit to the exclusive jurisdiction of the state and federal courts located in Delaware for any actions not subject to arbitration or for enforcing an arbitration award.
The term of this Agreement (the “Term”) begins on your acceptance of these Terms of Use and continues until terminated by either party. Sections 5, 6, 7, 8, 9, and any other sections that by their nature should survive will survive termination of this Agreement.
You may not assign or transfer this Agreement (or any rights or obligations) without Nodem’s prior written consent.
Nodem’s failure to enforce any provision shall not constitute a waiver of future enforcement.
These Terms of Use, along with the Privacy Policy and the BAA (if applicable), constitute the entire agreement between you and Nodem regarding the Platform. They supersede any prior agreements.
If any provision of this Agreement is held invalid, the remaining provisions will remain in full force and effect.
All legal notices to us shall be sent to:
Nodem Inc.
8 The Green Ste B
Dover, DE 19901
Email: Support@Nodem.us
We may provide notice to you via the Platform, by email to your account email, or by posting changes to these Terms of Use on the Platform.
Copyright © 2025 Nodem Inc.. All rights reserved.
Effective Date: January 16, 2025
Your continued use of the Platform following any update or release of a new version shall be deemed acceptance of these Terms of Use as updated. You will only be required to reaffirm your acceptance if we make material changes to these Terms.
This Business Associate Agreement (“BAA”) is by and between Nodem Inc. (“Business Associate”) and you, a Covered Entity (“Covered Entity”), and is effective as of January 16, 2025 (the “Effective Date”).
WHEREAS, the parties have entered into the Terms of Use (the “Agreement”), under which Nodem provides certain services to or for Covered Entity that may involve the creation, receipt, maintenance, or transmission of Protected Health Information (“PHI”);
WHEREAS, Covered Entity and Business Associate intend to protect the privacy and provide for the security of PHI in compliance with the Health Insurance Portability and Accountability Act of 1996, and the regulations promulgated thereunder, as amended (“HIPAA”), as well as the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH Act”);
NOW, THEREFORE, the parties agree as follows:
Capitalized terms used but not defined in this BAA have the meanings set forth in HIPAA or the Agreement.
1. Performance of Services
Business Associate may only Use or Disclose PHI as necessary to perform the services described in the Agreement. Business Associate will not Use or Disclose PHI in a manner that would violate HIPAA if done by Covered Entity.
2. De-identification
Business Associate may de-identify PHI in accordance with HIPAA’s de-identification standards, and once de-identified, such data is not PHI and is not subject to this BAA. Business Associate may use or disclose De-identified Data for any lawful purpose.
3. Restrictions
Business Associate shall not Use or Disclose PHI except as permitted by this BAA, the Agreement, or as otherwise required by law. Business Associate shall not Use or Disclose any information that qualifies as Part 2 Data (42 C.F.R. Part 2) through the Platform.
1. Safeguards
Business Associate shall implement appropriate administrative, technical, and physical safeguards to protect PHI against unauthorized access, use, or disclosure.
2. Reporting
Business Associate shall report to Covered Entity any Use or Disclosure of PHI not provided for by this BAA of which it becomes aware, including Breaches of Unsecured PHI as required by 45 C.F.R. § 164.410.
3. Subcontractors
Business Associate shall ensure any subcontractors that create, receive, maintain, or transmit PHI on behalf of Business Associate agree in writing to the same restrictions, conditions, and requirements that apply to Business Associate under this BAA.
4. Access and Amendment
Business Associate shall make PHI available to Covered Entity for inspection, amendment, or accounting of disclosures, as required by HIPAA and upon Covered Entity’s request.
5. Accountings
Business Associate shall maintain records and information required to provide an accounting of Disclosures to Covered Entity or Individuals, in accordance with 45 C.F.R. § 164.528.
6. Minimum Necessary
Business Associate shall use or disclose only the minimum PHI necessary to accomplish the intended purpose of the use or disclosure.
1. Compliance
Covered Entity shall use appropriate safeguards to protect PHI prior to providing it to Business Associate.
2. Privacy Practices
Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices that may affect Business Associate’s use or disclosure of PHI.
3. Changes in PHI or Restrictions
Covered Entity shall notify Business Associate of any changes in, or revocation of, authorization to use or disclose PHI or any restrictions to disclosures that may affect the services.
1. Term
This BAA is effective as of January 16, 2025, and shall terminate when the Agreement terminates, or when all PHI is destroyed or returned, whichever is later.
2. Breach
If Business Associate materially breaches this BAA and such breach is not cured within 30 days of notice, Covered Entity may immediately terminate this BAA and the Agreement.
3. Effect of Termination
Upon termination, Business Associate shall return or destroy all PHI if feasible. If return or destruction is infeasible, Business Associate shall continue to protect the PHI as required herein for as long as it is maintained.
1. No Third-Party Beneficiaries
This BAA is for the sole benefit of the parties and does not create any third-party beneficiary rights.
2. Amendment
This BAA may only be amended in writing, signed by both parties. If changes in HIPAA or other laws require modifications, the parties agree to negotiate in good faith to amend this BAA accordingly.
3. Interpretation
Any ambiguity in this BAA shall be resolved to permit compliance with HIPAA and the HITECH Act. In the event of a conflict between this BAA and the Agreement concerning PHI, this BAA shall control.
4. Governing Law
This BAA shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law provisions.
Effective Date of BAA: January 16, 2025
Contact Email: Support@Nodem.us
Address: Nodem Inc., 8 The Green Ste B, Dover, DE 19901
Thank you for choosing Nodem Inc. for your SaaS healthcare technology needs. We appreciate your trust and look forward to continuing to develop innovative solutions to better serve providers and patients—while always respecting your data privacy and security.
© 2025 Nodem Inc. All Rights Reserved.
