Last Updated: April 8, 2026
Effective Date: April 8, 2026
By accessing or using the NonoShad platform (“Service”), clicking “I Agree,” or otherwise indicating acceptance electronically, you (“Customer,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, you may not access or use the Service.
These Terms constitute a legally binding agreement between you and NonoShad, Inc., a Delaware corporation (“NonoShad,” “Company,” “we,” “us,” or “our”).
NonoShad provides a software-as-a-service (“SaaS”) platform that enables medical offices and healthcare organizations to deploy AI-powered voice agents for inbound telephone call handling. The Service includes, but is not limited to:
The Service is provided via web-based interfaces and APIs. Specific features may vary by subscription plan.
The Service is designed for use by medical offices, clinics, and healthcare organizations (“Organizations”). Each Organization must designate at least one administrator (“Admin”) who is responsible for managing the account.
The designated Admin is responsible for:
You are solely responsible for all activity that occurs under your account. You must use strong, unique passwords and enable multi-factor authentication where available. NonoShad will never ask for your password via email or phone.
The Service is intended solely for:
The Service is not intended for direct patient care, clinical decision-making, or any use outside of administrative phone management for medical offices.
You agree not to use the Service to:
NonoShad operates as a Business Associate (“BA”) under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH Act”), and their implementing regulations at 45 C.F.R. Parts 160 and 164. Use of the Service for handling Protected Health Information (“PHI”) requires execution of a separate Business Associate Agreement (“BAA”) between NonoShad and your Organization.
As a Covered Entity (“CE”) or Business Associate in your own right, you are responsible for:
NonoShad will:
You acknowledge and agree that the Service uses artificial intelligence to interact with callers. The AI voice agent is not a human being, and its responses are generated by machine learning models.
You are responsible for ensuring that callers are informed they are interacting with an AI system, in compliance with applicable state and federal AI disclosure laws. The Service is configured to provide an AI disclosure at the beginning of each call by default. You must not disable or circumvent this disclosure.
Multiple US states have enacted or proposed laws requiring disclosure of AI in voice communications, including but not limited to California (Cal. Bus. & Prof. Code Section 17941), Washington, Illinois, and New York. You are responsible for understanding and complying with the AI disclosure requirements applicable in your jurisdiction and the jurisdictions of your callers.
The Service may record and transcribe calls for quality assurance, analytics, and record-keeping purposes. You acknowledge that call recordings and transcripts may contain PHI and are subject to the terms of the BAA.
You are solely responsible for compliance with all applicable federal and state call recording consent laws. Under federal law (18 U.S.C. Section 2511), at least one-party consent is required. However, the following states require all-party (two-party) consent for recording telephone conversations:
Note: This list is provided for reference and may not reflect recent legislative changes. You are responsible for monitoring applicable law.
The Service provides a configurable consent announcement at the beginning of each call. You must ensure this announcement is enabled and appropriately configured for your jurisdiction. NonoShad is not responsible for your failure to obtain required consent.
You retain all right, title, and interest in and to all data you provide to or generate through the Service, including but not limited to practice configurations, knowledge base content, call recordings, transcripts, and patient information (“Customer Data”). Customer Data is your property.
You grant NonoShad a limited, non-exclusive license to process Customer Data solely for the purpose of providing the Service to you in accordance with these Terms and the BAA. This license terminates upon termination of your account.
NonoShad may use de-identified, aggregated data derived from the Service for product improvement, benchmarking, and analytics purposes, provided that such data cannot reasonably be used to identify any individual patient, caller, or Customer. De-identification must comply with the standards set forth in 45 C.F.R. Section 164.514(b).
The Service is offered under the following subscription plans (subject to change):
| Plan | Description |
|---|---|
| Pay-As-You-Go (PAYG) | No monthly commitment. Billed per minute of AI agent usage at published rates. |
| Starter | Monthly subscription with included minutes. Overage billed at per-minute rates. |
| Professional | Monthly subscription with higher included minutes, advanced features, and priority support. |
| Enterprise | Custom pricing, dedicated support, custom BAA terms, and SLA. Contact sales. |
Subscriptions are billed monthly or annually, as selected at the time of purchase. Billing cycles begin on the date of initial subscription activation.
All fees are due in advance for the applicable billing period. Payment must be made via a valid credit card, debit card, or other payment method accepted by our payment processor (Stripe). You authorize NonoShad to charge your selected payment method for all applicable fees.
If your usage exceeds the minutes or other allowances included in your plan, you will be billed for overages at the per-unit rates specified in your plan. Overage charges are billed in arrears at the end of each billing cycle.
All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and other governmental charges associated with your use of the Service, excluding taxes based on NonoShad's net income.
Overdue amounts will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. NonoShad reserves the right to suspend the Service for accounts with overdue balances exceeding thirty (30) days.
Fees are non-refundable except as required by law or as expressly stated in these Terms.
NonoShad targets 99.9% uptime for the Service, measured on a monthly basis, excluding scheduled maintenance and force majeure events. “Uptime” means the Service is available and capable of receiving and processing inbound calls.
NonoShad will provide at least 48 hours' advance notice of scheduled maintenance that may affect Service availability. Scheduled maintenance will be performed during off-peak hours (typically between 2:00 AM and 6:00 AM Eastern Time) when possible.
Enterprise plan customers may be eligible for service credits as specified in their Service Level Agreement (“SLA”).
NonoShad is not liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics or pandemics, telecommunications failures, power outages, internet disturbances, or actions or inactions of third-party service providers.
The Service, including all software, algorithms, machine learning models, user interfaces, documentation, trademarks, and proprietary technology, is and remains the exclusive property of NonoShad and its licensors. These Terms do not grant you any right, title, or interest in the Service except for the limited right to use the Service as expressly permitted herein.
You retain all intellectual property rights in your Customer Data and content. NonoShad claims no ownership of your practice information, knowledge base content, branding, or any other content you provide.
If you provide feedback, suggestions, or ideas regarding the Service (“Feedback”), you grant NonoShad a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use, modify, and incorporate such Feedback into the Service without obligation to you.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF MEDVOICE AI ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO MEDVOICE AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEDVOICE AI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF WHETHER MEDVOICE AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in Sections 13.1 and 13.2 do not apply to: (a) either party's indemnification obligations under Section 14; (b) either party's breach of confidentiality obligations; (c) NonoShad's breach of its obligations under the BAA with respect to PHI; or (d) liability that cannot be limited under applicable law.
The limitations of liability set forth in this Section 13 are a fundamental element of the basis of the bargain between you and NonoShad, and shall apply even if any limited remedy fails of its essential purpose.
You agree to indemnify, defend, and hold harmless NonoShad and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
NonoShad agrees to indemnify, defend, and hold harmless you and your officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
The indemnified party must: (a) promptly notify the indemnifying party in writing of the claim; (b) grant the indemnifying party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense.
Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.
Either party may terminate these Terms for any reason upon thirty (30) days' prior written notice to the other party. You may terminate by canceling your subscription through the Service dashboard or by contacting support.
NonoShad may suspend or terminate your account immediately if:
Upon termination:
Following termination or expiration of these Terms, NonoShad will make your Customer Data available for export for a period of thirty (30) days. During this period, you may download your data through the Service dashboard or by contacting support.
After the thirty (30) day export window, NonoShad will destroy all Customer Data, including PHI, in accordance with the terms of the BAA and applicable HIPAA requirements. NonoShad will provide written certification of destruction upon your request.
NonoShad may retain Customer Data to the extent required by applicable law or regulation, provided that such retained data remains subject to the confidentiality and security obligations of these Terms and the BAA.
NonoShad reserves the right to modify these Terms at any time.
For material changes, NonoShad will provide at least thirty (30) days' prior notice via email to the Admin address on file and/or through a prominent notice within the Service.
Your continued use of the Service after the effective date of modified Terms constitutes your acceptance of the modifications. If you do not agree to the modified Terms, you must stop using the Service and may terminate your account under Section 15.2.
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Any dispute, controversy, or claim arising out of or relating to these Terms, including the formation, interpretation, breach, or termination thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in Wilmington, Delaware or remotely, as agreed by the parties.
The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding Section 19.1, either party may seek:
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND MEDVOICE AI AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.
TO THE FULLEST EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.
These Terms, together with the BAA, any applicable Order Form, and the Privacy Policy, constitute the entire agreement between you and NonoShad with respect to the Service and supersede all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
You may not assign or transfer these Terms or any rights or obligations hereunder without NonoShad's prior written consent. NonoShad may assign these Terms in connection with a merger, acquisition, reorganization, or sale of substantially all of its assets.
All notices under these Terms must be in writing and sent to the addresses specified in Section 21 (or updated addresses provided in writing). Notices are deemed delivered: (a) upon personal delivery; (b) one business day after sending via nationally recognized overnight courier; (c) upon confirmed receipt if sent by email.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.
NonoShad
NonoShad, Inc.
Address on file
General Inquiries: support@medvoice.ai
Legal Notices: legal@medvoice.ai
Billing Inquiries: billing@medvoice.ai
These Terms of Service are a template and have not been reviewed by legal counsel. NonoShad strongly recommends that you engage qualified legal counsel to review and customize these Terms before use.