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. You are responsible for all activity under your account and will notify SN of suspected unauthorized use.

2. License; Ownership

SN grants you a limited, revocable, non‑exclusive, non‑transferable license to access and use the Platform as intended. All rights not expressly granted are reserved by SN and its licensors.

3. Platform as Venue; No Medical Advice; Emergency Use Prohibited

SN provides non‑clinical, informational, and navigational 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.

4. Third‑Party Providers; Medicare Care Pathways

Clinical services, if any, are delivered by independent professional entities and clinicians and are subject to their notices, terms, and consents. SN is not a medical provider and does not control clinical decision‑making. Billing to Medicare or other payors is performed by the independent rendering entity, not SN.

5. Insurance Eligibility; Authorized Representative (Medicare)

To support navigation and coordination, you may authorize SN to act as your authorized representative for limited purposes: verifying initial and ongoing eligibility and benefits (including Medicare Advantage/Part C), assisting with appeals and grievances, and communicating with your plan regarding claims handled by independent rendering providers. This authorization includes using third‑party connectivity vendors to submit eligibility/benefit inquiries (HIPAA-standard 270/271 transactions) and to receive responses from payors as needed to coordinate your care. This authorization does not assign benefits to SN and does not make SN a billing provider. You may revoke at any time.

Medical device vendors; RPM/RTM. You may also authorize SN to act on your behalf with medical device vendors solely to help establish and support Remote Patient Monitoring (RPM) and/or Remote Therapeutic Monitoring (RTM) services ordered by a licensed clinician. This includes coordinating device selection, order intake, enrollment, installation/activation, troubleshooting/education, and submitting necessary forms or confirmations to the vendor and the ordering clinician. This authorization does not assign benefits or payment to SN and may be revoked at any time. Any clinical billing for RPM/RTM is performed by the independent rendering entity and/or vendor as applicable.

6. Fees & Billing (Medicare)

There is no subscription or monthly payment obligation to receive Medicare‑related navigation Services from SN. SN’s non‑clinical navigation is typically not billed to Medicare. Clinical services, if any, are billed by the independent rendering entity under its own policies and payer agreements. You may be responsible for applicable Medicare cost‑sharing (e.g., deductibles, copayments, or coinsurance) as determined by your plan and the rendering provider. If SN offers any separate membership or concierge fees unrelated to Medicare‑covered clinical services, those fees will be disclosed at purchase and are non‑refundable once Services are delivered in a billing period, except where required by law.

ABN and non‑covered items/services. For Medicare items or services that may not be covered, any required Advance Beneficiary Notice (ABN) and other financial disclosures will be handled by the independent rendering clinical entity, not SN. You may be responsible for out‑of‑pocket amounts—including coinsurance, copayments, deductibles, or charges for non‑covered items/services—as determined by your plan and the rendering provider.

Medicare Advantage vs. Traditional Medicare. Coverage rules and prior authorization requirements may differ between Medicare Advantage (Part C) plans and traditional Medicare. SN and independent clinicians will follow the applicable plan rules.

7. 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.

8. DMCA

SN respects intellectual property rights. If you believe content infringes your copyright, send a notice to SN’s DMCA Agent including all elements required by 17 U.S.C. §512(c)(3).DMCA Agent: Jeffrey Pollard, 110 Skyline RDG, Los Gatos, CA 95033, Hello+DMCA@ShadowNurse.com, (833) 2‑SHADOW.

9. Changes; Suspension; Termination

We may modify these Terms by notice (e.g., email or in‑product) and posting an updated version. Continued use after the effective date constitutes acceptance. We may suspend or terminate access at any time to protect users or the Platform.

10. 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.

11. 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. Nothing limits liability where such limitation is prohibited by law.

12. 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 own violation of law.

13. Governing Law; Venue (California)

These Terms are governed by California law, without regard to conflict‑of‑law rules. For claims not subject to arbitration, the exclusive forum is the state or federal courts in Santa Clara County, California; the parties consent to personal jurisdiction and venue there.

14. 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@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.

15. Miscellaneous

These Terms are the entire agreement between you and SN regarding the Services. If any provision is unenforceable, the remainder remains in effect. No waiver is implied by a failure to enforce. You may not assign these Terms without SN’s consent; SN may assign to an affiliate or in a merger, acquisition, or asset transfer.