Nemira, Inc. Terms of Service

Order Form

Framework Terms: This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1 (https://commonpaper.com/standards/cloud-service-agreement/2.1/), which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.

Cloud Service: Nemira provides practice management software for independent clinics: online booking and scheduling, patient records and charting (including AI-drafted SOAP notes from voice dictation), patient messaging, invoicing, and patient payments.

Order Date: The Effective Date.

Free Trial: Customer may use the Cloud Service free for a 30-day trial ("Pilot Period") without adding a payment method. The Subscription Period does not start automatically after the Pilot Period. Instead, Customer's access is paused until Customer chooses a plan and adds a payment method, and the Subscription Period starts on that date. If Customer does not choose a plan within 60 days after the Pilot Period ends, Provider may close the account after giving Customer 15 days notice by email, and PHI will be returned or destroyed as described in the BAA.

Subscription Period: One month, or one year if Customer chooses annual billing. Each Subscription Period renews automatically for a period of the same length until Customer cancels.

Cloud Service Fees: The fees for Customer's plan, additional practitioners, and add-ons, as listed on Provider's pricing page at https://nemira.app/pricing when Customer subscribes. Annual billing costs 10% less than twelve monthly payments. For patient payments processed through the Product, Provider keeps a platform fee of 5% of each payment, or 8% when the patient pays with Affirm or Klarna, before transferring the rest to Customer. Price increases are limited by Change 5 (No long-term contract and price lock) below.

Payment Process: Customer authorizes Provider to charge Customer's payment method on file, through Stripe, at the start of each Subscription Period for immediate payment without further approval. Provider will email Customer at least 15 days before an annual Subscription Period renews, stating the renewal date and price.

Non-Renewal Notice Date: Any time before the end of the current Subscription Period. Customer can cancel in its account settings, and cancellation takes effect at the end of the Subscription Period already paid for.

Technical Support: Email support at support@nemira.app.

Key Terms

Customer: The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word "Customer" in the Agreement will mean that company.

Provider: Nemira, Inc., a Delaware corporation.

Effective Date: The date Customer first accepts this Agreement.

Governing Law: The laws of the State of Delaware.

Chosen Courts: The state or federal courts located in Delaware.

Covered Claims:

Provider Covered Claims: Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights.

Customer Covered Claims: Any action, proceeding, or claim (1) that the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon a third party's intellectual property or other proprietary rights; (2) arising from or relating to Customer's breach or alleged breach of Section 2.1 (Restrictions on Customer); (3) arising from text messages sent through the Product to a patient without the consent Change 9 requires; or (4) arising from the care, treatment, or services Customer provides to its patients.

General Cap Amount: The greater of $1,000 or 1x the fees paid or payable by Customer to Provider, including platform fees, in the 12-month period immediately before the event giving rise to the claim.

Increased Claims: Any breach of the BAA, including Section 4.3 (Security Incident Reimbursement) of the BAA Standard Terms, and any breach of Section 10 (Confidentiality) involving PHI.

Increased Cap Amount: The greater of $10,000 or 3x the fees paid or payable by Customer to Provider, including platform fees, in the 12-month period immediately before the event giving rise to the claim.

Notice Address:

For Provider: support@nemira.app

For Customer: The main email address on Customer's account.

Attachments and Supplements

BAA: The Nemira Business Associate Agreement (Common Paper BAA Standard Terms Version 1.0 with Nemira's Cover Page), which Customer accepts together with this Agreement. See Change 1.

Changes to the Standard Terms

1. Patient health information. Despite Section 3.2 (Prohibited Data), Customer may submit Protected Health Information ("PHI") to the Product. The parties' Business Associate Agreement ("BAA") is part of this Agreement, controls each party's rights and obligations as to PHI, and controls if it conflicts with this Agreement.

2. No AI training on Customer Content. Section 1.6 (Machine Learning) does not apply. Provider will not use Customer Content, or allow it to be used, to develop, train, or improve artificial intelligence or machine learning models. Provider's AI features process Customer Content only to provide the Product to Customer. Usage Data does not include PHI.

3. Clinical responsibility and AI-drafted notes. Provider is not a healthcare provider and does not provide medical advice. Care is delivered by Customer, not by Provider. Notes drafted by AI, such as SOAP notes from voice dictation, are drafts. The clinician who signs a note is responsible for reviewing it and for every diagnosis and treatment it records. Customer is responsible for getting any patient consent the law requires before recording or transcribing a visit.

4. Refunds. Modifying Section 4.1 (Fees), Fees are refundable as described in Provider's Refund Policy at https://nemira.app/refund-policy as in effect on the date Customer paid the Fees, including a full refund of Customer's first paid month if Customer asks within 60 days, and a refund of the full unused months of an annual prepayment when Customer cancels, with the months already used charged at the monthly rate, less any payment processing fee the Refund Policy allows. Customer may send a refund request to the address in the Refund Policy or to Provider's Notice Address. If the Refund Policy conflicts with this Change 4, this Change 4 controls.

5. No long-term contract and price lock. Monthly plans have no long-term commitment and no termination fee. Provider will give Customer at least twelve months' notice before any price increase takes effect, and once an increase takes effect Customer's rate is held for a further twenty-four months. This price protection covers subscription Fees and the platform fee percentages, and excludes usage charges that pass through third-party costs, such as SMS overages. Features included in Customer's plan when Customer subscribes stay included on that plan for as long as Customer remains subscribed, and Provider will not move a feature Customer already has behind a higher tier. This feature promise does not apply when Provider must change or remove a feature to comply with law, to protect security, or because a third-party provider stops offering it, and in that case Provider will give as much notice as practical and, on request, a prorated refund of prepaid Fees.

6. Data export. Customer may export its Customer Content from the Product at any time while its account is active and for 30 days after the Agreement ends. At the end of the Agreement, PHI is returned or destroyed as described in the BAA.

If Provider is acquired or stops offering the Product, Provider will give Customer, at Customer's choice, at least six months of continued service or a refund of the unused portion of any prepaid annual Fees.

7. Patient payments, refunds, and chargebacks. Patient payments are processed through Stripe. When Customer connects Stripe, charges are created as Stripe destination charges that settle on Provider's Stripe account and Customer's share is transferred to Customer's connected account, less the platform fee in the Cloud Service Fees. Customer must accept the Stripe Connected Account Agreement before receiving payouts. Because payments settle through Provider, Provider is the party liable to Stripe and the card networks for refunds and chargebacks on those charges.

Customer authorizes Provider to recover from Customer the full amount of any refund, chargeback, or payment reversal on a transaction Provider has already paid out to Customer, together with any related processing or dispute fee. Provider keeps the platform fee on any payment that is later refunded, reversed, or disputed. Provider may recover it by reversing the related transfer, by offsetting it against Customer's current or future payouts, or by billing Customer directly when Customer's payouts do not cover it. Customer will keep sufficient funds available in its connected account for this purpose and will pay any shortfall within ten days of Provider's request.

Customer is responsible for the care and services it sells, for honoring its own refund and cancellation policy, and for responding to disputes with evidence before Stripe's deadline. Provider will notify Customer when a dispute is opened. Issuing a refund or losing a dispute does not reduce Customer's obligation to cover the amount under this section. If refunds or chargebacks exceed 1% of Customer's payment volume in any calendar month, or Provider reasonably believes Customer cannot cover future refunds or chargebacks, Provider may hold payouts, keep a reserve reasonably tied to that risk, or suspend patient payments.

8. Paying over time. Customer's patients may be offered Affirm or Klarna on a payment page. Provider is not a lender. Affirm or Klarna decides who is approved and on what terms, and the patient's agreement to repay is with them. Customer receives the full payment up front, less the platform fee. Change 7 applies to Affirm and Klarna payments, including their refunds and disputes.

9. Text messages. Customer is responsible for having each patient's consent before sending text messages through the Product, for honoring opt-out requests, and for following carrier rules and applicable law, including the Telephone Consumer Protection Act. Customer must obtain prior express written consent before sending any marketing or promotional text, may not make that consent a condition of booking or care, and must honor an opt-out made by any reasonable method within ten business days. Provider will process STOP and similar replies automatically.

10. Connected services. Customer may connect third-party services to the Product, including QuickBooks Online, Stripe, and Telnyx. Customer remains responsible for its account at each third-party service and for the data it authorizes Provider to access. Each third party operates under its own terms and privacy notice. Provider's role with respect to QuickBooks Online data is limited to performing the sync Customer has authorized. Customer may disconnect QuickBooks Online at any time, and on disconnection Provider revokes its access token with Intuit and deletes stored credentials within seven days.

11. Patients. Patients who book, pay, or message through the Product use it under Provider's Patient Terms, not this Agreement.

12. Updates to these terms. Modifying Section 12.2 (Modifications, Severability, and Waiver), Provider may update these Terms of Service by giving at least fourteen days' notice in the Product or by email before the changes take effect. Customer's continued use of the Product after that date is acceptance of the updated terms. An update will not reduce the commitments in Changes 4, 5, and 6 for any Subscription Period Customer has already paid for, and will not apply to a dispute that arose before the update. If Customer objects to a material update, Customer may cancel before it takes effect and receive a prorated refund of prepaid Fees.

13. Logo rights. Modifying Section 12.8 (Logo Rights), Provider may use Customer's name and logo in marketing only with Customer's prior written consent, which may be given by email.