Terms of Service

Last Update: June 26^th, 2024

Acceptance of the Terms of Service

These terms of service (“Terms”) are a binding agreement between you (“Customer” or “you”) and Health Note, Inc. (“Health Note”, “we”, “us”) governing your use of our websites, applications, and other online products and services that link to these Terms (the “Services”).

PLEASE READ THIS DOCUMENT CAREFULLY, AS IT AFFECTS YOUR RIGHTS. THE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN CLASS ACTIONS.

BY USING THE SERVICES OR CLICKING “I AGREE” WITHIN THE APPLICATION, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU MAY NOT ORDER OR OBTAIN THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, (C) ARE NOT A LEGAL RESIDENT OF THE UNITED STATES AND THE RESPECTIVE STATE FROM WHICH SERVICES ARE SOUGHT, WHERE APPLICABLE, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

If you are signing up for the Services on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms, in such event, “you” and “your” will refer and apply to that entity.

Changes to the Terms of Service

We may revise and update these Terms from time to time in our sole discretion. By using or ordering the Services after a posted change on this website you are agreeing and accepting such changes.

Services

Health Note provides a technology platform via the Services that offers clinical documentation tools, including patient engagement and pre-visit questionnaires, and digital scribes powered by large language models. As a subscription software-as-a-service, Health Note reserves the right to modify or discontinue the Services with or without notice to you. Health Note shall not be liable to you or any third party should Health Note exercise its right to modify or discontinue the Services.

You may not use the Services to collect certain types of sensitive information, including but not limited to, any type of login credentials. You may collect some sensitive information such as social security numbers or driver’s license numbers, but you are required to use best security practices of Health Note, including SSL and Encrypted Questionnaires features. You are solely responsible for compliance with any data protection and privacy laws and rules applicable to the sensitive information.

You agree that, to the extent Health Note creates, receives, maintains, or transmits “protected health information” (as that term is defined by 45 C.F.R. 160.103) for or on behalf of You under these Terms, the Health Note Business Associate Agreement shall govern. The BAA is incorporated herein by reference and made a part of these Terms.

Accessing the Services and Account Security

To access the Services or some of the resources it offers, you may be asked to provide certain registration details or other information, such as name, email address, location, phone number, and create a password. It is a condition of your use of the Services that all the information you provide on the Services is correct, current, and complete. You agree that all information you provide to register with the Services or otherwise, including, but not limited to, through the use of any interactive features of the Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Services or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have violated any provision of these Terms.

If you register for the Services through a third party, such as an employer with an enterprise agreement with Health Note, personal information you provided to that third party, such as your name, phone number, email address and other information that third party allows us to access, will be used to create your account with us, along with information that you provide to us directly. If you already have an account with us that was created independently and then are invited to join by a third party, you will have access to the information stored independently previously by way of your individual account, but the third party with an enterprise agreement will control your account with respect to activity under that enterprise agreement and on behalf of that entity. In the event of any inconsistency between such an enterprise account and these terms, the enterprise account will govern. If, at any time, you are no longer affiliated with the third party, you will have the ability to revert back to your independent account.

Fees

You agree to pay all fees due for Services pursuant to all payment terms presented to you when engaging in transactions. Prices are subject to change at any point in our sole discretion. You will see a prompt for your payment details, such as your credit card information. By entering your payment information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due. If you have elected to pay the fees for a Health Note subscription by credit card, you warrant that the credit card information you provide is correct and you shall promptly notify us of any changes to such credit card information. You agree that if your credit card payment cannot be processed for any reason, Health Note may suspend or cancel your Health Note subscription.

Paid accounts are subscriptions. This means that you will be billed in advance on a recurring, periodic basis. Your Health Note subscription will automatically renew at the end of each billing cycle until you cancel your Health Note subscription by selecting the starter plan on the billing page. You can also cancel by emailing the Health Note Support Team at support@HealthNote.com. When you downgrade, your account will remain at your current plan through the end of your current billing cycle.

Downgrading your Health Note account plan may cause the loss of features or capacity of your account. To the extent permitted by applicable law, Health Note does not accept any liability for such losses. Even when you cancel or downgrade your subscription, you will not lose any of your questionnaires or your data.

Intellectual Property Rights

The Services and all related content, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Health Note, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms permit you to use the Services for your personal, non-commercial use only. You agree that you will not and you will not assist or permit any third party to:

• Copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Services in any way, or create derivative works of the Services.
• Use the Services or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever.
• Rent, lease, loan, make available to the public, sell or distribute the Services in whole or in part.
• Tamper with the Services or circumvent any technology used by Health Note or its licensors to protect any content accessible through the Services.
• Circumvent any territorial restrictions applied to the Services.
• Use the Services in a way that violates these Terms.

Any use of our Services other than as specifically authorized in these Terms, without our prior written permission, is strictly prohibited and will terminate your right to use the Services immediately.

Trademarks

The Health Note name, the Health Note logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Health Note or its affiliates or licensors. You must not use such marks without the prior written permission of Health Note. All other names, logos, product and service names, designs, and slogans in the Services are the trademarks of their respective owners.

Prohibited Uses

You may use the Services only for lawful purposes and in accordance with these Terms. You agree that you will not:

• Use the Services in any unlawful manner.
• Use the Services in any manner that is harmful, hateful, harassing, abusive, or otherwise offensive to any other person or entity.
• Interfere with or inhibit any other user from using or enjoying the Services.
• Use the Services as a means to distribute unsolicited or unauthorized communications, advertisements or spam.
• Access or search the Services by any means other than the authorized public interface.
• Collect or use any data or Services content that violates any third-party rights.
• Create a false identity, impersonate another person or entity, or otherwise misrepresent yourself, including using an account to obtain sensitive information through deception.
• Breach or otherwise circumvent any security measures incorporated into the Services.
• Use the Services in any manner that is considered unacceptable by Health Note.

User Contributions

The Services may contain interactive features that allow users to submit or make available for inclusion on or through the Services information, data, text, software, music, audio recordings, photographs, graphics, video, messages, tags, or other materials (“Questionnaires and Submissions“). As between Health Note and you, you own all rights to your Questionnaires and Submissions. When you make a Questionnaires and Submissions page or a report “public”, you grant Health Note, Inc. a nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display your Questionnaires and Submissions (in whole or in part) in any format or medium now known or later developed. Questionnaires and Submissions or Reports will only made public with your permission.

You represent and warrant that:

• You own or control all rights in and to the Questionnaires and Submissions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns.
• You have received any necessary consent or authorization needed to record or transcribe your patients.
• All of your Questionnaires and Submissions do and will comply with these Terms.

You understand and acknowledge that you are responsible for any Questionnaires and Submissions you submit or contribute, and you, not Health Note, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any Questionnaires and Submissions posted by you or any other user of the Services.

In the event you choose to provide Health Note with any feedback, suggestions, or similar communications, all such messages (collectively, “Feedback Messages”) will be considered non-personal, non-confidential, and nonproprietary. You hereby grant Health Note a perpetual, sublicensable, assignable, unrestricted, worldwide, royalty-free, irrevocable license to use, reproduce, display, perform, practice, modify, create derivative or collective works, transmit and distribute your Feedback Messages, in whole or in part, and including all intellectual property rights therein.

Copyright Infringement

If you believe that any Questionnaires or Submissions violate your copyright, please notify us by email at compliance@healthnote.com. Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Health Note has a policy of disabling access to any Questionnaires or Submissions that violates copyright law, suspending access to the Services to any user who uses the Services in violation of copyright law, and terminating in appropriate circumstances the account of any user who uses the Services in violation of copyright law.

Third Party Sites

The Services may include links to third-party websites and resources (collectively, “Third-Party Sites”). We are not responsible or liable for the availability or accuracy of, and Health Note does not endorse, sponsor, or recommend any Third-Party Sites or the content, products, or services on or available from such Third-Party Sites. Your use of Third-Party Sites is at your own risk and Health Note and its affiliates will not be liable for any losses arising out of or relating to Third-Party Sites.

Electronic Communications

By agreeing to these Terms, you consent to receive electronic communications from Health Note (e.g., via email or by posting notices to the Services). These communications may include operational notices about your account (e.g., payment authorizations, password changes and other transactional information), and administrative, announcements, newsletters, sales, and marketing emails, and are part of your relationship with us. You can opt­out from emails by clicking on the “unsubscribe” link at the end of the emails.

Disclaimer of Warranties

YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES O ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HEALTH NOTE OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. NEITHER HEALTH NOTE NOR ANY PERSON ASSOCIATED WITH HEALTH NOTE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER HEALTH NOTE NOR ANYONE ASSOCIATED WITH HEALTH NOTE REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, HEALTH NOTE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL HEALTH NOTE, HEALTH NOTE’S LICENSORS, AFFILIATES AND SERVICE PROVIDERS, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES (COLLECTIVELY, “HEALTH NOTE PARTIES”), BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR FROM THE CONDUCT OF YOU OR ANYONE ELSE (INCLUDING BUT NOT LIMITED TO BODILY INJURY, DEATH OR PROPERTY DAMAGE), WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, OR THE CONTENT IN THE SERVICES, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT THE HEALTH NOTE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE CONTENT IN THE SERVICES, OR THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IF THE FOREGOING IS NOT ENFORCEABLE AGAINST YOU, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF THE HEALTH NOTE PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF (I) THE AGGREGATE AMOUNT YOU PAID HEALTH NOTE TO ACCESS OR USE THE SERVICES IN THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) $100.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify, and hold harmless the Health Note Parties and their respective successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Services, including, but not limited to, your Questionnaires and Submissions, your use of any information obtained from the Services, or your violation of any rights of any other person or entity or your violation of any applicable laws, rules or regulations. Health Note reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

Arbitration

PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT IN THIS SECTION (“ARBITRATION AGREEMENT”) CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH HEALTH NOTE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to your access or use of the Services, to any products sold or distributed through the Services, or to any aspect of your relationship with Health Note, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify, so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis; and (2) you or Health Note may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement will apply, without limitation, to all claims that arose or were asserted before the Effective Date of this Agreement or any prior version of this Agreement.

IF YOU AGREE TO ARBITRATION WITH HEALTH NOTE, YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY LAWSUIT FILED AGAINST HEALTH NOTE ALLEGING CLASS, COLLECTIVE, AND/OR REPRESENTATIVE CLAIMS ON YOUR BEHALF. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST HEALTH NOTE IN AN INDIVIDUAL ARBITRATION PROCEEDING. IF SUCCESSFUL ON SUCH CLAIMS, YOU COULD BE AWARDED MONEY OR OTHER RELIEF BY AN ARBITRATOR. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING WHETHER TO ACCEPT THIS AGREEMENT, INCLUDING THIS ARBITRATION AGREEMENT.

Federal Arbitration Act. You and Health Note agree that these Terms affect interstate commerce and that the enforceability of this Arbitration Agreement shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq., to the maximum extent permitted by applicable law.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. You and Health Note agree that (a) any arbitration will occur in Los Angeles, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Streamlined Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services (“JAMS”), excluding any rules or procedures governing or permitting class actions, which rules are hereby incorporated by reference, and (c) that the state or federal courts sitting in Los Angeles County, California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures.

Authority of Arbitrator. The arbitrator, and not any federal, state or local court or agency will have exclusive authority to resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Health Note. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

Waiver of Jury Trial. YOU AND HEALTH NOTE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Health Note are instead electing that all claims and disputes will be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this subparagraph is deemed invalid or unenforceable neither you nor we are entitled to arbitration and instead claims and disputes will be resolved in a court as set forth in this Agreement.

30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the following address: Health Note, compliance@healthnote.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any), the email address you used to set up your account (if you have one), and clearly indicate your intent to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Governing Law and Jurisdiction

All matters relating to the Services and these Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms or the Services that is not subject to arbitration or cannot be heard in small claims court, shall be instituted exclusively in the state and federal courts located within Los Angeles County, California. You and Health Note each irrevocably consent to the personal jurisdiction of these courts and waives any and all objections to the exercise of jurisdiction by these courts and to this venue. Notwithstanding the foregoing, however, you and Health Note agree that Health Note may commence and maintain an action or proceeding seeking injunctive or other equitable relief in any court of competent jurisdiction. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect.

Waiver and Severability

No waiver by Health Note of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Health Note to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

Entire Agreement

The Terms and our Privacy Policy, along with any additional terms and conditions incorporated herein, constitute the sole and entire agreement between you and Health Note regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Services.

Your Comments and Concerns

We encourage you to contact us at support@healthnote.com if you have any questions concerning our Terms.