Terms of Service
Contract-ready draft for legal redline. Replace bracketed placeholders before execution.
Drafting Placeholders
[INITIAL_TERM_MONTHS], [SUBSCRIPTION_START_DATE], [LATE_FEE_PERCENT], [LIABILITY_CAP_FORMULA], [CURE_PERIOD_DAYS], [GOVERNING_STATE], [VENUE_COUNTY_STATE]
1. Agreement Structure
These Terms of Service are incorporated into and governed by the executed Order Form and any applicable exhibits, including the BAA and Security Addendum.
2. Grant of Rights
Subject to payment and compliance, Customer receives a non-exclusive, non-transferable right to access and use NyxCitadel for internal business and healthcare compliance operations during the Subscription Term.
3. Subscription Term and Renewal
Initial term is [INITIAL_TERM_MONTHS] months commencing on [SUBSCRIPTION_START_DATE]. Renewal terms and notice windows are as set forth in the applicable Order Form.
4. Fees and Payment
Fees are payable as specified in the Order Form. Late amounts may accrue charges at the lesser of [LATE_FEE_PERCENT]% per month or the maximum rate permitted by law.
5. Customer Responsibilities
Customer is responsible for account administration, lawful data submission, user access governance, and independent verification of regulatory decisions where required by policy or law.
6. Security and Privacy
NyxCitadel will maintain commercially reasonable safeguards for customer data and PHI in accordance with applicable law and executed data protection documents.
7. Confidentiality
Each party will protect the other party's Confidential Information using at least reasonable care and only disclose such information to personnel and advisors with a need to know and appropriate confidentiality duties.
8. Warranties and Disclaimers
NyxCitadel warrants services will be provided in a professional and workmanlike manner. Except as expressly stated, services are provided as-is and all implied warranties are disclaimed to the extent permitted by law.
9. Limitation of Liability
Except for excluded claims stated in the Master Agreement, each party's aggregate liability will not exceed [LIABILITY_CAP_FORMULA]. Neither party is liable for indirect, incidental, special, consequential, or punitive damages.
10. Termination
Either party may terminate for material breach not cured within [CURE_PERIOD_DAYS] days after written notice. Sections that should survive termination remain in effect according to their nature.
11. Governing Law and Venue
These Terms are governed by the laws of [GOVERNING_STATE], excluding conflict-of-law rules. Venue is exclusively in [VENUE_COUNTY_STATE], unless otherwise required by law.
12. Signature Blocks
Customer
Legal Entity: [CUSTOMER_LEGAL_NAME]
Name: [CUSTOMER_SIGNER_NAME]
Title: [CUSTOMER_SIGNER_TITLE]
Signature: ________________________
Date: ________________________
NyxCitadel, Inc.
Name: [NYXCITADEL_SIGNER_NAME]
Title: [NYXCITADEL_SIGNER_TITLE]
Signature: ________________________
Date: ________________________