01 Acceptance of Terms

By accessing nexillo.com ("Site") or using any Nexillo software product or service, you ("Client," "User," or "you") agree to be bound by these Terms & Conditions ("Terms"). If you are entering into these Terms on behalf of a company or organization, you represent that you have authority to bind that entity.

If you do not agree to these Terms, you may not access the Site or use any Nexillo product. These Terms apply to all visitors, prospective clients, licensed clients, and authorized end users of Nexillo's platforms.

02 About Nexillo

Nexillo is a healthcare technology company headquartered in Coppell, Texas, with over 100 years of collective industry experience and 15+ patents and product innovations. We build intelligent, scalable software platforms purpose-built for Health Plans, Pharmacy Benefit Managers (PBMs), payers, IPAs, MSOs, and related healthcare organizations.

Nexillo's technology is the engine that powers Nexillo Health's TPA operations. Our products are designed to be enterprise-grade, HIPAA-compliant, cloud-native, and deeply integrable with existing healthcare IT ecosystems.

03 Software Products & Services

Nexillo offers the following licensed software platforms, each governed by a separate client agreement. Use of these platforms is subject to these Terms as well as any applicable order forms, statements of work, or master service agreements executed between Nexillo and the client:

Nexillo also offers Provider Data Management and Support Services, including healthcare administration consulting, system modernization support, and compliance assistance for health plans transitioning or scaling operations.

04 Authorized Use

Nexillo's platforms are licensed exclusively for use by authorized enterprise healthcare clients and their designated personnel. You agree to use the Site and all Nexillo products solely for lawful business purposes in compliance with all applicable federal, state, and local laws, including HIPAA, CMS regulations, state insurance codes, and applicable pharmacy benefit regulations.

Prohibited uses include, but are not limited to:

• Accessing or using any platform beyond the scope of your executed license agreement;
• Attempting to reverse engineer, decompile, disassemble, or extract source code from any Nexillo platform;
• Sharing platform access credentials with unauthorized individuals or entities;
• Using any Nexillo platform to process data for clients or plans not covered under your executed agreement;
• Scraping, crawling, or otherwise extracting data from Nexillo's platforms or websites in an automated manner without written consent;
• Uploading or transmitting malicious code, viruses, or any content that disrupts or impairs platform integrity.

05 Client Accounts & Access

Access to Nexillo's software platforms is provisioned through executed client agreements. Each client organization is responsible for managing its own user accounts, access controls, and credential security. You must ensure that only authorized personnel access Nexillo platforms under your account.

You are responsible for all activity that occurs under your account, whether or not authorized by you. You must notify Nexillo immediately of any suspected unauthorized access or security incident at support@nexillo.com or by calling +1 214-550-3457.

Nexillo reserves the right to suspend or terminate access to any account that violates these Terms, applicable law, or poses a security risk to the platform or other clients.

06 Intellectual Property

All content on the Site and within all Nexillo software platforms - including but not limited to source code, compiled code, algorithms, UI/UX designs, workflows, rule engines, data models, documentation, training materials, product names (CNex, EpiCue, EnSwift, hProviDM, BillSwift, MediSwift, CapSwift, RxSwift, AccessSwift), logos, trademarks, and marketing materials - is the exclusive property of Nexillo, Inc. or its licensors and is protected under U.S. and international copyright, trademark, patent, and trade secret laws.

Your executed license agreement grants you a limited, non-exclusive, non-transferable right to use the licensed platform solely for the purposes specified therein. You may not:

• Copy, modify, adapt, translate, or create derivative works from any Nexillo platform or content;
• Sublicense, sell, resell, transfer, assign, or otherwise commercially exploit any Nexillo platform;
• Remove, alter, or obscure any copyright, trademark, or proprietary notices within any Nexillo platform;
• Use Nexillo's trademarks, product names, or logos in any marketing, documentation, or external communication without prior written consent.

Any ideas, suggestions, feedback, or enhancement requests you provide to Nexillo may be incorporated into Nexillo's products freely without obligation, compensation, or attribution to you.

Nexillo's 15+ patents and product innovations are integral to the functionality of its platforms. Unauthorized replication or use of patented technology is a violation of these Terms and applicable law. All rights not expressly granted are reserved by Nexillo.

07 Data, Privacy & Client Data

Nexillo's software platforms are designed to process healthcare data, including member eligibility records, claims data, provider information, enrollment data, pharmacy benefit data, and payment records, all on behalf of our licensed clients.

All data processed through Nexillo platforms belongs to the respective client. Nexillo does not use client data for any purpose beyond delivering contracted services. Nexillo does not sell client data or member data to third parties.

This Site does not collect phone numbers from visitors. Phone numbers associated with health plan members or employer groups are provided to Nexillo by employer clients or plan sponsors as part of their contracted enrollment and administration process - not collected directly from individuals through this website.

Information collected through the Site's contact forms (name, company, email) is used solely to respond to inquiries. For full details, see Nexillo's Privacy Policy.

08 HIPAA & Regulatory Compliance

Nexillo's platforms are built for operation within HIPAA-regulated environments. To the extent Nexillo processes Protected Health Information (PHI) on behalf of a covered entity or business associate client, such processing is governed by a separately executed Business Associate Agreement (BAA) and Nexillo's obligations under the HIPAA Privacy Rule, Security Rule, and Breach Notification Rule.

Nexillo's platforms are also designed with compliance considerations for CMS regulations (applicable to Medicare Advantage and Part D plans), ACA reporting requirements, and state insurance department regulations as applicable to each product's use case. Client organizations remain responsible for their own regulatory compliance, including plan document obligations, ERISA compliance where applicable, and any applicable state law requirements.

09 Demos & Platform Evaluations

Nexillo offers product demonstrations for CNex, EpiCue, EnSwift, hProviDM, BillSwift, MediSwift, CapSwift, RxSwift, and AccessSwift upon request. Demo environments use synthetic or de-identified data only. Any access to a Nexillo demo or evaluation environment is subject to these Terms and any additional evaluation agreement presented at time of access.

Demo access does not constitute a license to use any platform in a production environment and may be revoked at Nexillo's discretion at any time.

10 Indemnification

You agree to defend, indemnify, and hold harmless Nexillo, Inc. and its officers, directors, employees, contractors, agents, licensors, and successors (collectively, "Nexillo Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your access to or use of the Site or any Nexillo platform beyond the scope of your license;
• Your violation of these Terms or any applicable client agreement;
• Your violation of any applicable law or regulation, including HIPAA, CMS rules, state insurance law, or intellectual property law;
• Inaccurate, incomplete, or unlawfully obtained data you submit to or process through a Nexillo platform;
• Any claim by a third party arising from your use of Nexillo's platforms or your breach of these Terms; or
• Any misrepresentation made by you or your organization.

Nexillo reserves the right, at your expense, to assume exclusive defense and control of any matter subject to indemnification hereunder. This indemnification obligation survives termination of these Terms.

11 Disclaimer of Warranties

12 Limitation of Liability

13 Third-Party Integrations

Nexillo's platforms are built to integrate with third-party healthcare systems, clearinghouses, payer networks, pharmacy networks, and data sources. Nexillo does not control and is not responsible for the availability, accuracy, or performance of third-party systems or data sources that you connect to Nexillo platforms.

The Site may contain links to third-party websites for reference purposes only. Nexillo does not endorse or assume responsibility for the content, security, or privacy practices of any third-party sites.

14 Modifications to Terms

Nexillo reserves the right to update these Terms at any time. Material changes will be communicated to active clients via email or platform notification. Changes will be posted on this page with a revised effective date. Your continued access to the Site or use of any Nexillo platform following notice of changes constitutes your acceptance of the updated Terms.

15 Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of Texas, without regard to conflict of law principles. Any disputes arising under or related to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Dallas County, Texas. You hereby waive any objection to personal jurisdiction or venue in such courts.

Nothing in this section limits Nexillo's right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.