Terms of service

These Terms of Service (“Terms”) govern access to and use of the NightingaleMD website and Florence platform (collectively, the “Services”) provided by NightingaleMD, Inc. (“NightingaleMD,” “we,” “us,” or “our”). By accessing or using the Services, you agree to these Terms.

1. Acceptance of terms

By accessing our website or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy policy. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Description of services

NightingaleMD provides Florence, an AI care assistant designed to support healthcare organizations and their patients through configured care workflows. Depending on the customer configuration, Services may include:

• Patient outreach and follow-up by voice.
• Customer-configured pathways, workflows, and longitudinal programs.
• Configured integrations with customer-authorized systems and sources of truth.
• Care-gap, scheduling, and handoff support.
• Patient outreach in 23 currently supported languages.
• Structured documentation for review by authorized care teams.

3. Important medical disclaimer

Florence does not replace clinical judgment. Florence operates under the direction of the customer’s authorized clinical team and configured protocols and is designed to augment—not replace—the clinical care team. All diagnosis, treatment, prescribing, and other medical decisions remain with licensed professionals.

NightingaleMD does not provide medical advice, diagnosis, or treatment directly to patients. If you believe you may be experiencing an emergency, call 911 or your local emergency number.

4. User responsibilities

When using the Services, you agree to:

• Provide accurate information when requested.
• Maintain the confidentiality of account credentials.
• Comply with applicable laws, regulations, contracts, and customer policies.
• Not reverse-engineer, decompile, or disassemble the Services except where law permits.
• Not use the Services for an unlawful, harmful, or unauthorized purpose.
• Not interfere with the integrity, security, or performance of the Services.

5. Healthcare-organization obligations

Healthcare providers, health plans, and other organizations using Florence acknowledge that:

• They remain responsible for clinical decisions and patient care.
• A Business Associate Agreement must be executed before NightingaleMD processes PHI on their behalf.
• They are responsible for authorized-user training and appropriate access.
• They retain responsibility for patient consent and authorization required by applicable law.
• They will report suspected security incidents promptly through the agreed support channel.

6. Intellectual property

All content, features, and functionality of the Services—including the Florence platform, software, workflows, content, trademarks, logos, and proprietary technology—are owned by NightingaleMD, Inc. or its licensors and are protected by applicable intellectual-property laws.

You may not copy, modify, distribute, sell, lease, reverse-engineer, or attempt to extract source code from the Services except as permitted by a written agreement or applicable law.

7. Data processing and HIPAA

Processing of PHI is governed by HIPAA, other applicable law, and an executed Business Associate Agreement with the applicable covered entity. See our HIPAA and protected health information pageand Privacy policy.

8. SMS communications

SMS messaging from NightingaleMD is optional and separate from receiving healthcare services or enrolling in a provider or health-plan program. Consenting to SMS is not required to accept these Terms.

NightingaleMD sends recurring, non-marketing healthcare-related text messages only after a separate voluntary opt-in. Message types may include appointment reminders, care follow-ups, medication-adherence support, scheduling assistance, care-management outreach, and requests to confirm or update care-related information. Message frequency varies. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages. Reply STOP to cancel or HELP for assistance. When available for the applicable enrollment workflow, patients can use our SMS opt-in form.

NightingaleMD does not sell or share SMS opt-in data, consent records, or mobile phone numbers with third parties or affiliates for marketing or promotional purposes. See the SMS communications consent disclosure for more information.

9. Service availability

We strive to maintain reliable Services but do not guarantee uninterrupted access. We may suspend access for maintenance, updates, security, legal, or operational reasons and will make reasonable efforts to communicate planned interruptions where appropriate.

10. Limitation of liability

To the maximum extent permitted by law, NightingaleMD will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, use, goodwill, or other intangible losses resulting from use of the Services.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law.

11. Indemnification

To the extent permitted by law, you agree to indemnify and hold harmless NightingaleMD, its officers, directors, employees, and agents from claims, liabilities, damages, losses, and expenses arising from your use of the Services or violation of these Terms.

12. Termination

We may terminate or suspend access to the Services as permitted by the applicable agreement and law. Provisions that by their nature should survive termination—including ownership, disclaimers, and liability limitations—will survive.

13. Governing law

These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law principles. Disputes arising under these Terms will be resolved in state or federal courts located in Delaware, except where an applicable written agreement provides otherwise.

14. Changes to these terms

We may modify these Terms. Material changes will be posted on this page with a revised effective date and any additional notice required by law. Continued use after the revised Terms become effective constitutes acceptance of the revised Terms.

15. Contact us