General Consumer Terms of Service (Non‑Medicare)

1. Acceptance; Eligibility; Accounts

By creating an account or using the ShadowNurse (“SN”) website, apps, or related services (the “Platform”), you agree to these Terms of Service (“Terms”) and our Privacy Policy. You represent that you are at least 18 years old or are an authorized legal representative acting on behalf of a patient and have authority to bind that patient. You agree to maintain accurate account information and to keep your credentials confidential.

2. Services & Information; No Medical Advice; Emergencies

SN provides non‑clinical, informational, advocacy, and navigation services. Information on or through the Platform is not medical advice, does not establish a provider–patient relationship, and is not a substitute for professional care. Do not use the Platform for emergencies. If you believe you are experiencing an emergency, call 911 or go to the nearest emergency department.

3. Independent Providers (Non‑Medicare)

If you elect to receive clinical services, those services are delivered by independent professional entities and clinicians under their own licenses and notices. SN is not a medical provider and does not control clinical decision‑making. For the non‑Medicare line of business, SN’s Services are not billed to insurance unless expressly stated in a separate agreement; you are responsible for SN fees as disclosed.

4. User Responsibilities

You will: (a) comply with these Terms and applicable laws; (b) provide accurate information; (c) use the Platform only as intended; and (d) not attempt to transact off‑Platform to circumvent processes or fees.

5. Acceptable Use & Security

You will not: (a) scrape, crawl, or harvest data; (b) reverse engineer or access source code; (c) use bots or automation to create accounts or send messages; (d) interfere with security or upload malware; (e) impersonate others or misrepresent affiliation; (f) harvest or share others’ information without consent; (g) post spam or illegal content; (h) remove proprietary notices; (i) replicate, frame, or mirror the Platform without permission. Maintain the confidentiality of your credentials and notify SN of any suspected unauthorized use.

6. Communications (SMS/Email)

SN may send account, scheduling, and service updates via SMS and email. Message frequency varies; message and data rates may apply. Reply STOP to SMS to opt out; reply HELP for help.

Marketing:
Marketing SMS/emails are sent only with your separate opt-in (e.g., a checkbox on a web form or affirmative text reply). Message frequency varies; message and data rates may apply. Consent is not a condition of purchase or of receiving services. You can withdraw consent at any time (email unsubscribe link; SMS reply STOP).

Non-sharing of mobile numbers:
We do not sell or share mobile numbers with third parties/affiliates for marketing or promotional purposes. Service providers may access numbers solely to deliver messaging and related services on our behalf under contracts that prohibit their own use. Text-message originator opt-in data and consent will not be shared with any third parties.

Unsecured communications:
SMS and standard email may be unencrypted and could be read by your carrier or others with access to your device; avoid sending sensitive information by text. For secure exchanges, use channels we designate as secure.

Program terms:
See https://www.shadownurse.com/sms-terms and, where health information could be included, https://www.shadownurse.com/sms-hipaa-consent for additional disclosures.

7. Recording (Mutual Consent)

No party may record calls, video, or sessions without all‑party consent. With consent, SN may record interactions to deliver the Services (e.g., after‑visit summaries, care‑plan updates) and for quality assurance, training, compliance, security, and dispute resolution. Identifiable recordings/transcripts are retained for [up to 36 months] (longer if required by law or for an active dispute). De‑identified derivatives may be used for analytics and ML model development/evaluation with safeguards against re‑identification and may be retained indefinitely. No marketing use without separate written authorization.

8. User Content

You retain ownership of content you submit. You grant SN a non‑exclusive, worldwide, royalty‑free license to host, reproduce, display, and use such content solely to provide, maintain, and improve the Services. This license ends when you delete the content or close your account, except where retention is required by law or legitimate business needs.

9. Third‑Party Services

The Platform may link to or integrate third‑party services (e.g., scheduling, payments). Those providers operate under their own terms and privacy policies. SN is not responsible for third‑party services.

10. Fees & Billing (Non‑Medicare)

Some Services incur fees. You agree to pay fees as disclosed at purchase. By providing a payment method, you authorize SN and its processor(s) to charge all amounts due, including recurring charges if you enroll in auto‑renewing Services. Fees are non‑refundable once delivered in a billing period, except where required by law. A missed appointment fee up to the full session fee may apply if you cancel with less than 24 hours’ notice. Prices exclude taxes and may change prospectively with notice.

11. DMCA

DMCA Agent: Jeffrey Pollard, 110 Skyline RDG, Los Gatos, CA 95033, Hello+DMCA@ShadowNurse.com, (833) 2‑SHADOW. Send notices with the elements required by 17 U.S.C. §512(c)(3).

12. Service Availability; Assignment & Reassignment; Termination; Non-Discrimination

SN may decline, suspend, or terminate Services, and may assign, reassign, or use a pooled team of ShadowNurse navigators at any time, to the extent permitted by law. Examples include: safety risks; abusive or harassing conduct; misuse of the Platform; suspected fraud, abuse, or illegal activity; nonpayment of applicable fees; conflicts of interest; or regulatory constraints. Decisions will not be based on protected characteristics (e.g., race, color, religion, national origin, sex, gender identity, sexual orientation, age, disability, or any other status protected by law). Nothing in this Section limits any rights you may have under applicable civil rights or consumer protection laws.

13. Disclaimers

The Platform is provided “as is” and “as available.” SN disclaims warranties of merchantability, fitness for a particular purpose, non‑infringement, and accuracy to the maximum extent permitted by law.

14. Limitation of Liability

To the maximum extent permitted by law, SN will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages. SN’s aggregate liability arising out of or related to the Services will not exceed the greater of (a) the amounts you paid to SN in the 12 months preceding the event, or (b) US $500.

15. Indemnification

You will defend and indemnify SN from third‑party claims arising from your breach of these Terms, unlawful use of the Services, or infringement/misappropriation caused by your content or conduct, except to the extent caused by SN’s violation of law.

16. Governing Law; Venue (California)

These Terms are governed by California law. Exclusive venue for all disputes is the state or federal courts in Santa Clara County, California; the parties consent to personal jurisdiction and venue there.

17. Dispute Resolution; Mediation; Binding Arbitration; Class Action Waiver

Informal Resolution. Before commencing arbitration, the parties will first attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services (a “Dispute”) by informal negotiations for 15 days after written notice of the Dispute is sent to the other party (email to hello+arbitration@shadownurse.com for SN and to your email of record for you).

Non‑Binding Mediation (Pre‑Arbitration). If the Dispute is not resolved within that period, either party may demand non‑binding mediation administered by the American Arbitration Association (AAA) (or by mutual consent, JAMS) under its applicable mediation procedures. Mediation will take place in Santa Clara County, California (or by videoconference where permitted). The parties will share the mediator’s fees and administrative costs equally and each party will bear its own attorneys’ fees and costs. Mediation will be completed within 30 days after the mediator is appointed unless the parties agree to extend that period. All mediation communications are confidential and subject to applicable privileges. The statute of limitations and any filing deadlines are tolled from the date mediation is demanded until mediation is concluded.

Binding Arbitration; Individual Claims Only. If the Dispute is not resolved by mediation, it will be resolved by binding individual arbitration administered by the AAA under its Consumer Arbitration Rules. The arbitration will occur in Santa Clara County, California (or by videoconference as permitted). The arbitrator has exclusive authority to resolve disputes about arbitrability and the scope of this clause. Class and representative actions are not permitted; the arbitrator may award relief only in favor of the individual party. Either party may seek temporary injunctive relief in court to preserve the status quo or bring an individual claim in small claims court.

Opt‑Out. You may opt out of this arbitration agreement within 30 days of creating an account by sending an email titled “Arbitration Opt‑Out” to hello+arbitration-optout@shadownurse.com from the email associated with the account, including your full name and a statement that you wish to opt out. Opting out does not affect other terms.