Trial Use Agreement

This Trial Use Agreement (the “Agreement”) governs your access to and use of the NuCo platform(the “Platform”) when accessed through the self-serve 7-day sandbox available at nuco-sys.com/try or any other no-cost trial that NuCo Systems LLC(“NuCo,” “we,” or “us”) provisions for you (each, a “Trial”).

By clicking “I have read and agree to the Trial Use Agreement” on the signup form, by accessing the Platform via a Trial sign-in link, or by signing a superseding written agreement with NuCo that references this document, you (“you” or “Trial User”) agree to all of the terms below.

Subject to your compliance with this Agreement, NuCo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access the Platform for the sole purpose of evaluating it for your organization. The license terminates automatically at the end of the Trial period (default: 7 days for self-serve sandbox; longer if NuCo expressly provisions a longer Trial in writing).

You agree NOT to:

• Enter, upload, or process any Protected Health Information (PHI), personally identifiable health data, NEMSIS-regulated patient data, or any other regulated health record into the Platform during the Trial. The Platform is not currently HIPAA-certified and not currently NEMSIS-certified (see Section 5).
• Use the Platform to support actual medical operations, dispatch real crews, document real patient encounters, or run a real DEA-regulated narcotics ledger. The Trial is for evaluation only.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, schemas, or architectural design from the Platform.
• Use, study, or document the Platform's features, workflows, or design for the purpose of building or assisting in the building of a product or service that competes with NuCo — i.e., another operations platform for private austere medical, wildland fire medical, tactical medical, offshore vessel medical, expedition medical, or comparable verticals (see Section 7).
• Share your sign-in link with anyone outside your organization or attempt to access another tenant's data.
• Use the Platform to violate any law, regulation, or third party right.

NuCo may suspend or terminate your Trial immediately for any violation of this Section.

During and after the Trial, each party agrees to protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information (and no less than a reasonable degree of care).

NuCo's Confidential Informationincludes: the Platform's source code, schemas, architecture, internal APIs, data models, feature roadmap, pricing not yet published, and any non-public documentation, materials, or communications NuCo provides you in connection with the Trial.

Your Confidential Information includes: any non-public information about your operation, personnel, clients, deployments, or pricing that you input into the Platform or share with NuCo during the Trial. NuCo will not disclose your Confidential Information to third parties except as required to operate and support the Platform, or as required by law.

Confidentiality survives termination of this Agreement for three (3) years (or perpetually for trade secrets and source code, which is the standard treatment under applicable trade-secret law).

The Platform is in active development. NuCo makes no representation or warranty that the Platform currently meets HIPAA, HITECH, NEMSIS 3.5.1, DEA recordkeeping, or any other regulatory standard. You acknowledge that:

• You bear sole responsibility for any data you choose to put into the Platform and for any regulatory consequence of doing so.
• No Business Associate Agreement is in effect during the Trial. If you process PHI through the Platform despite Section 3, the resulting HIPAA exposure is yours alone, not NuCo's.
• The compliance work to migrate the Platform to HIPAA-compliant infrastructure (encrypted data plane, BAA-covered hosting, audit-log immutability guarantees, etc.) is on NuCo's roadmap but not delivered. NuCo will publish a separate compliance attestation when it is.

You own your data. You retain all right, title, and interest in any data, content, or material you enter into the Platform during the Trial. You grant NuCo a limited, non-exclusive license to host, store, transmit, and process that data only as needed to operate the Platform for you and as required by law.

NuCo owns the Platform.The Platform — including all software, source code, schemas, designs, documentation, the “NuCo” name and brand, and any improvements derived from feedback you provide — is and remains NuCo's sole property. Nothing in this Agreement transfers any of those rights to you.

If you provide NuCo with feedback, suggestions, or feature requests, you grant NuCo a perpetual, irrevocable, royalty-free license to use them in the Platform without restriction or attribution.

For the duration of the Trial and for twelve (12) months after the Trial ends, you agree not to use any non-public information about the Platform obtained during the Trial — including its workflows, schemas, user interface organization, data model, or feature relationships — to design, build, finance, commission, or assist any third party in designing or building a product or service that competes with the Platform in the verticals listed in Section 3.

This Section does NOT restrict you from operating your underlying medical, fire, tactical, offshore, or expedition business. It restricts only the specific act of replicating or competing with NuCo's software platform using knowledge gained from the Trial.

The information protected under this Section is asserted as a trade secret under the federal Defend Trade Secrets Act, 18 U.S.C. § 1836, and under applicable state trade secret law (including each state's adoption of the Uniform Trade Secrets Act). NuCo reserves all rights and remedies thereunder, including injunctive relief, damages, and attorneys' fees, in addition to its rights under this Agreement.

THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND. NUCO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NUCO DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE), NUCO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE PLATFORM, EVEN IF NUCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Specifically, if you violate Section 3 by putting PHI or other regulated data into the Platform, any HIPAA, HITECH, state privacy, or other regulatory liability arising from that act is your responsibility alone, and you will indemnify NuCo against any third party claim arising from it under Section 10.

You will defend, indemnify, and hold harmless NuCo, its officers, directors, employees, and contractors from and against any third party claim, loss, damage, or expense (including reasonable attorneys' fees) arising from (a) your breach of this Agreement, (b) your violation of Section 3, (c) any regulated data you enter into the Platform, or (d) your operation of any business or service that you support with the Platform.

This Agreement is effective from the moment you accept it and continues until the end of your Trial period, unless terminated earlier. NuCo may suspend or terminate your access at any time and for any reason, with or without notice.

On termination: (a) your access to the Platform ends; (b) NuCo may delete your Trial data on a reasonable schedule; (c) Sections 4 (confidentiality), 6 (IP), 7 (anti-competition), 8 (warranty), 9 (liability), 10 (indemnification), 12 (governing law), 13 (export control), and 14 (privacy) survive.

This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict-of-laws principles. The exclusive jurisdiction and venue for any dispute arising from or related to this Agreement is the state or federal courts located in the State of Florida, and each party consents to that jurisdiction and venue. Each party waives any right to a jury trial.

You represent and warrant that you are not located in, under the control of, or a national or resident of any country or party subject to U.S. embargo or trade sanctions (including, without limitation, any party on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Commerce Department's Denied Persons List). You agree not to access, use, export, or re-export the Platform in violation of any applicable U.S. or international export control or sanctions law.

Your use of the Platform is also subject to NuCo's Privacy Policy, which is incorporated into this Agreement by reference.

• Entire agreement. This Agreement is the entire agreement between you and NuCo regarding the Trial, and supersedes any prior or contemporaneous communication or proposal on the same subject.
• Amendments. NuCo may update this Agreement from time to time by posting a revised version with a new effective date. For material changes, NuCo will use reasonable efforts to present the revised Agreement for re-acceptance at next sign-in. Continued use of the Platform after a revised version is effective constitutes acceptance of the revision.
• Severability + reformation.If any provision is held unenforceable, that provision shall be modified by the court to the minimum extent necessary to render it enforceable while preserving the parties' original intent. If modification is not possible, the provision shall be severed and the remainder of this Agreement shall remain in full force and effect.
• No waiver. Failure to enforce any provision is not a waiver of the right to enforce it later.
• Assignment.You may not assign this Agreement without NuCo's written consent. NuCo may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Notices. Notices to NuCo shall be sent to contact@nuco-sys.com. Notices to you may be sent to the email address you provided at signup and shall be deemed received on transmission.

Questions about this Agreement? Email contact@nuco-sys.com.