The iNoteAid End User License Agreement governing access to and use of the Application.
This End User License Agreement (this “Agreement”) is a legal agreement between you, as an individual user or as an authorized representative of an entity (“you” or “Licensee”), and iNoteAid LLC, a Florida limited liability company (“Licensor”), governing your access to and use of the mobile software application currently known as “iNoteAid” (together with all associated documentation, updates, and enhancements, the “Application”). iNoteAid is an AI-powered clinical documentation and informational support tool. By downloading, installing, accessing, or using the Application, or by clicking “Accept” or otherwise indicating your assent when this option is made available to you, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms. If you do not agree to the terms of this Agreement, do not download, install, access, or use the Application and, if applicable, delete it from your device. If you are entering into this Agreement on behalf of a company, organization, healthcare provider, payer, or other legal entity, you represent and warrant that you have the authority to bind such entity to this Agreement, in which case the terms “you” and “Licensee” shall refer to such entity.
PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING AND/OR USING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT, THE TERMS OF SERVICE, AND OUR PRIVACY POLICY, WHICH ARE HEREBY INCORPORATED INTO THIS AGREEMENT AND MADE A PART HEREOF BY REFERENCE. IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN PLEASE DO NOT USE THE APPLICATION.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
Subject to Licensee’s strict compliance with all terms and conditions of this Agreement, Licensor hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to: (1) download, install, and run one (1) copy of the Application on a compatible Device that Licensee owns or controls, solely for Licensee’s internal business or clinical use, and strictly in accordance with the Documentation and this Agreement; and (2) access and use any features of the Application made available by Licensor to Licensee, solely for lawful purposes, in the ordinary course of Licensee’s internal healthcare operations, and in compliance with all applicable laws, regulations, and professional standards.
The foregoing license grant is only a license and not a sale. Licensor and its licensors retain all rights, title, and interest in and to the Application and all Intellectual Property Rights therein. Except for the limited rights expressly granted to Licensee in this Section 2, no other rights or licenses, express or implied, are granted by Licensor, and all such rights are hereby reserved.
If Licensee is an entity, Licensee may permit its Authorized Users to use the Application on its behalf, provided that: (1) each Authorized User uses the Application solely in accordance with this Agreement and only for Licensee’s benefit; and (2) Licensee is solely responsible and liable for the acts, omissions, and compliance of its Authorized Users.
Each Authorized User must create an account by providing his/her email address and creating a password (collectively “Login Credentials”). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities, and use or misuse of the Application, that is associated with any Authorized User’s Login Credentials. You are also responsible for ensuring that your Authorized Users comply with this Agreement. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Application account username or password at any time for any reason, including if in our sole discretion we believe that you have failed to comply with this Agreement.
Licensee shall not, and shall not permit any Authorized User or any other third party to:
The Application may be designed to assist in the collection, organization, or communication of health-related information, but:
If you violate this section, Licensor reserves the right in its sole discretion to immediately deny you access to the Application, or any portion of thereof, without notice. Licensor reserves the right to change the availability of any feature, function, or content relating to the Application, at any time, without notice or liability to you.
As between Licensor and Licensee, Licensor and its licensors own and shall retain all right, title, and interest in and to the Application, the Documentation, and all related Intellectual Property Rights, whether registered or unregistered and whether existing now or in the future, including all copies, modifications, enhancements, and derivative works of any of the foregoing, regardless of the form or media in or on which the original and other copies may exist.
Licensee may provide comments, suggestions, enhancement requests, recommendations, or other feedback regarding the Application (“Feedback”). Licensor shall be free to use, disclose, reproduce, license, distribute, and otherwise exploit such Feedback without any obligation, restriction, or compensation to Licensee. Licensee hereby irrevocably assigns to Licensor all right, title, and interest in and to any Feedback, including all Intellectual Property Rights therein.
Except for the limited license expressly granted in Section 2, no other rights or licenses are granted to Licensee by implication, estoppel, or otherwise, and Licensor expressly reserves all such rights.
The Application may display, include, or provide access to Third-Party Materials, including third-party software, libraries, APIs, analytics tools, hosting services, content, or data. Licensee’s use of any Third-Party Materials may be governed by separate terms and conditions between Licensee and the applicable third party. Licensor is not responsible for, and does not endorse, any Third-Party Materials and shall have no liability for any Third-Party Materials or Licensee’s use thereof.
The Application may enable integration or interoperation with third-party healthcare systems, electronic health records (EHRs), practice management systems, payer systems, wearable devices, or other services. Licensee acknowledges that:
To the maximum extent permitted by applicable law, Licensor shall have no responsibility or liability for any acts, omissions, errors, or failures of any third-party providers or for any damage, loss, or injury arising out of or relating to Licensee’s use of Third-Party Materials or services.
Licensee acknowledges that this Agreement is between Licensee and Licensor only and not with any Platform Provider. However, Licensee further acknowledges that each applicable Platform Provider, and such Platform Provider’s subsidiaries, are intended third-party beneficiaries of this Agreement and, upon Licensee’s acceptance of this Agreement, each such Platform Provider shall have the right (and shall be deemed to have accepted the right) to enforce this Agreement against Licensee as a third-party beneficiary thereof.
Licensee agrees to comply with all applicable Platform Provider terms and conditions, including, without limitation, the Apple App Store Terms and Conditions and/or the Google Play Terms of Service, as applicable. In the event of any conflict between this Agreement and any applicable Platform Provider terms solely with respect to the relationship between Licensee and such Platform Provider, the Platform Provider terms shall control.
Licensee’s right to use the Application is subject to any applicable usage rules set forth in the Platform Provider’s terms and conditions. Without limiting the foregoing, if Licensee downloaded the Application from the Apple App Store, Licensee’s use of the Application shall be limited to use on Apple-branded products that Licensee owns or controls and as permitted by the Apple Media Services Terms and Conditions.
The Application may include features that allow for the input, storage, display, or transmission of health-related information. However, unless expressly stated in writing by Licensor:
Depending on how the Application is configured and used, Licensee’s use of the Application may involve “protected health information” (“PHI”) as defined under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (collectively, “HIPAA”), or similar laws in other jurisdictions. Licensee acknowledges and agrees that:
Licensee acknowledges that the use of healthcare-related software and digital health solutions may be subject to additional national, federal, state, provincial, or local laws and regulations, including those related to:
Licensee is solely responsible for identifying and complying with all such laws and regulations applicable to its use of the Application in the relevant jurisdiction(s).
Licensee acknowledges and agrees that Licensor may collect, use, store, process, and disclose certain data and information in connection with Licensee’s access to and use of the Application, including:
To the extent that Licensee or its Authorized Users enter or transmit Healthcare Data through the Application, Licensee represents and warrants that:
If Licensee uses any recording, transcription, audio capture, or similar functionality within the Application, Licensee represents and warrants that Licensee has obtained all legally required consents, disclosures, and authorizations from patients or other individuals prior to such recording or processing, including any disclosures required under applicable federal or state wiretap, eavesdropping, privacy, or healthcare laws, and any disclosures relating to the use of artificial intelligence or automated technologies in connection with such services. Licensee acknowledges that laws governing recording and consent vary by jurisdiction and agrees that Licensee is solely responsible for ensuring compliance with all applicable laws.
Licensor will implement reasonable and industry-standard administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Personal Data and Healthcare Data processed through the Application under Licensor’s control. Licensee acknowledges, however, that no method of transmission over the internet or method of electronic storage is perfectly secure, and Licensor does not guarantee absolute security.
Licensee is solely responsible for:
Licensor may retain data collected through the Application for as long as necessary to fulfill the purposes for which such data was collected, to comply with legal, regulatory, or contractual obligations, or for other legitimate business purposes, subject to applicable law. Upon termination of this Agreement, Licensor may, in its discretion, retain or delete data associated with Licensee’s account, except to the extent Licensor is required to retain such data by law or for legitimate business reasons. If Licensee desires the deletion of certain data, Licensee may submit such request as permitted by Licensor’s policies and applicable law.
Licensor may use de-identified, aggregated, or anonymized data derived from Licensee’s use of the Application for any lawful purpose, including for analytics, research, product improvement, and development of new features and services, provided that such data does not identify Licensee or any individual.
For more information on how Licensors uses, collects, and discloses data, please review Licensor’s Privacy Policy.
Licensor may, from time to time, in its sole discretion and without obligation, provide updates, upgrades, enhancements, bug fixes, patches, or other modifications to the Application (collectively, “Updates”). Updates may be installed automatically or may require separate installation by Licensee. Licensee agrees to promptly install any Updates made available by Licensor, and acknowledges that the Application or portions thereof may not operate properly if Updates are not installed.
Licensor reserves the right, at any time and without notice, to:
Unless otherwise expressly agreed in a separate written agreement, Licensor is not obligated to provide any maintenance, technical support, or other support services with respect to the Application. Licensor may, however, in its sole discretion, choose to provide limited support services through email, in-app help, or similar channels, which may be modified or discontinued at any time.
The Application may be provided: (1) free of charge; or (2) subject to payment of fees, subscriptions, or other charges as described in the Application, in the app store listing, or in a separate written agreement between Licensee and Licensor. If fees apply, Licensee agrees to pay all such fees in accordance with the applicable payment terms, billing cycles, and pricing published by Licensor or the Platform Provider at the time of purchase or subscription.
Payments may be processed by Licensor, a Licensor affiliate, a Platform Provider, or a third-party payment processor. Licensee authorizes the applicable party to charge Licensee’s designated payment method for all applicable fees, taxes, and charges. All fees are non-refundable except as required by applicable law or as expressly stated otherwise in writing.
All fees are exclusive of any applicable sales, use, value-added, or similar taxes, duties, or charges, which may be added and are the responsibility of Licensee. Licensee is responsible for all such taxes (excluding taxes based on Licensor’s net income) and will pay or reimburse Licensor for any such taxes that Licensor is required to collect or remit.
If Licensee fails to make any payment when due, Licensor may, without limiting its other rights and remedies, suspend or terminate Licensee’s access to the Application or any portion thereof.
This Agreement shall commence on the earlier of (a) the date Licensee first downloads, installs, accesses, or uses the Application, or (b) the date Licensee first indicates its acceptance of this Agreement, and shall continue in effect until terminated as provided herein.
Licensee may terminate this Agreement at any time by: (1) ceasing all access to and use of the Application; and (2) deleting or removing the Application from all Devices in Licensee’s possession or control.
Licensor may terminate this Agreement, or suspend or terminate Licensee’s access to the Application, in whole or in part, immediately upon notice (including electronic notice) if: (1) Licensee breaches any provision of this Agreement; or (2) Licensor elects to discontinue the Application, in which case Licensor will provide reasonable advance notice to the extent practicable under the circumstances.
Upon any termination of this Agreement:
To the maximum extent permitted by applicable law, Licensor shall not be liable to Licensee or any third party for any termination or suspension of Licensee’s access to the Application or this Agreement in accordance with its terms.
Licensee represents and warrants that:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT SIGNED BY LICENSOR, THE APPLICATION, THE DOCUMENTATION, AND ANY RELATED SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. LICENSOR AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE; AND LICENSOR DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED.
THE APPLICATION IS NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS YOU MAKE BASED UPON ANY OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE APPLICATION. THE APPLICATION AND ANY OUTPUT FROM THE DATA COLLECTED BY LICENSOR IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. LICENSOR DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE APPLICATION, OR ANY COMPONENT THEREOF OR ANY OUTPUT PRODUCED BY THE APPLICATION. LICENSOR WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE APPLICATION, AND/OR THE OUTPUT. LICENSOR IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT PRODUCED AND/OR MADE AVAILABLE THROUGH THE APPLICATION. YOU AND EACH OF YOUR AUTHORIZED USER AGREES THAT ITS USE OF THE APPLICATION, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT THEIR OWN RISK.
WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE (A) REGARDING THE ACCURACY, COMPLETENESS, OR TIMELINESS OF ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE APPLICATION, INCLUDING ANY HEALTH-RELATED DATA; (B) THAT USE OF THE APPLICATION WILL RESULT IN ANY PARTICULAR HEALTH OR CLINICAL OUTCOMES, COST SAVINGS, EFFICIENCIES, OR OTHER BENEFITS; OR (3) THAT THE APPLICATION IS SUITABLE FOR ANY PARTICULAR CLINICAL USE OR FOR USE WITH ANY SPECIFIC PATIENT POPULATION.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain types of damages. To the extent that applicable law does not permit any of the above disclaimers or limitations, such disclaimers or limitations shall apply to the maximum extent permitted by law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; OR DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE APPLICATION, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE APPLICATION, OR ANY SERVICES PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED (A) THE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR (OR, IF APPLICABLE, TO THE PLATFORM PROVIDER ON LICENSOR’S BEHALF) FOR LICENSEE’S USE OF THE APPLICATION DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) IF LICENSEE HAS NOT PAID ANY AMOUNTS FOR USE OF THE APPLICATION, ONE HUNDRED DOLLARS (US $100).
Licensee acknowledges that Licensor has set its fees and entered into this Agreement in reliance upon the disclaimers of warranties and the limitations of liability set forth herein, and that the same form an essential basis of the bargain between the parties.
Nothing in this Agreement is intended to exclude or limit any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by Licensor’s gross negligence or willful misconduct in jurisdictions where such limitation is not permitted.
THE MANDATORY ARBITRATION NOTICE AND BINDING ARBITRATION / CLASS WAIVER INCLUDED WITHIN OUR TERMS ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE.
Licensee shall indemnify, defend, and hold harmless Licensor, its affiliates, licensors, and suppliers, and their respective officers, directors, employees, and agents (collectively, the “Licensor Indemnified Parties”) from and against any and all claims, actions, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
Licensor shall (a) promptly notify Licensee in writing of any claim subject to indemnification hereunder, provided that failure to provide such prompt notice shall not relieve Licensee of its obligations hereunder except to the extent Licensee is materially prejudiced by such failure; (b) permit Licensee to control the defense and settlement of such claim, provided that Licensee shall not settle any claim that imposes any obligation, admission of liability, or injunctive relief on Licensor without Licensor’s prior written consent; and (c) reasonably cooperate with Licensee, at Licensee’s expense, in the defense and settlement of such claim.
Licensee acknowledges that the Application may be subject to export control laws and regulations of the United States or other countries. Licensee agrees not to export, re-export, transfer, or otherwise make available the Application or any related technical data, directly or indirectly, in violation of any such export laws and regulations. Licensee represents and warrants that Licensee is not located in, and will not use the Application from, any country or region subject to comprehensive trade or economic sanctions, and that Licensee is not a person or entity on any applicable government denied-party or restricted-party list.
If Licensee is a U.S. Government entity or is acquiring the Application on behalf of a U.S. Government entity, the Application is provided as “commercial computer software” and “commercial computer software documentation” developed exclusively at private expense. Use, duplication, or disclosure of the Application by the U.S. Government is subject to the restrictions applicable to commercial computer software under applicable federal acquisition regulations.
By downloading, installing, accessing, or using the Application, Licensee acknowledges that (a) Licensee has read this Agreement in its entirety; (b) Licensee understands the rights, obligations, terms, and conditions set forth herein; (c) Licensee has had the opportunity to seek independent legal advice with respect to this Agreement; and (d) Licensee agrees to be bound by this Agreement.