TERMS OF SERVICE

Your access to and use of the Service is subject to this Agreement, as well as all applicable laws and regulations. If you do not accept and agree to be bound by this Agreement in its entirety, you are strictly prohibited from visiting, accessing, registering with and/or using the Service or any information or Content provided through the Service, except as necessary to review this Agreement. The Service is continually under development, and we reserve the right to revise or remove any part of this Agreement or the Service in our sole discretion at any time and without prior notice to you. Any changes to this Agreement are effective upon posting to the Platform. Unless otherwise indicated, any new Content added to the Service is also subject to this Agreement upon posting to the Platform. If you disagree with this Agreement or any terms or conditions herein, your sole remedy is to discontinue your use of the Service. Your continued use after a change to this Agreement has been posted constitutes your acceptance of this Agreement as modified by such changes.

We make available to individuals and organizations who register as users of the Service (“Users”) certain services sold or offered by iNoteAid or by third party vendors via our Service. By accepting this Agreement, you acknowledge and agree that any services you receive through the Platform are also subject to this Agreement.

iNoteAid is an AI-powered clinical documentation and decision-support tool. We do not control or interfere with the practice of medicine by any provider, each of whom is solely responsible for directing the medical care and/or treatment they provide to you. By accepting this Agreement, you acknowledge and agree that iNoteAid is not a healthcare provider and that by using the Service, you are not entering into a doctor-patient or other health care provider-patient relationship with iNoteAid. Further, we do not control or interfere with any professional service provided by the providers, each of whom is solely responsible for their provision of professional services rendered via the Service.

While you are not establishing a doctor-patient or other health care provider-patient relationship with iNoteAid, by using the Service, you are establishing a direct customer relationship with iNoteAid to use the Service, including the purchase of non-medical services made available to you or your organization by iNoteAid via the Service, whether pursuant to an individual subscription or an enterprise agreement. In connection with this relationship, you or your organization may provide to us, or cause to be provided to us on your behalf, personal information, including health information, that is subject to use by us in accordance with our Privacy Policy. Please refer to the “Privacy Policy” section and the “Protected Information” section below for additional information.

Limited Use and Availability

Our Service is currently only available to individuals who are at least eighteen (18) years of age or older, or at least the age of majority in their jurisdiction of residence, if higher than eighteen (18), and who have accepted this Agreement. By visiting, accessing, registering with or using the Service, you are representing and warranting to us that you are (a) at least eighteen (18) years of age or older or at least the age of majority in your jurisdiction of residence, if higher than eighteen (18); (b) agreeing to comply with all applicable laws in visiting, accessing, registering with our using the service; and (c) agreeing that you will only use the Service for lawful purposes. Our Service is subject to state regulations and may change from time to time due to changes in applicable regulatory requirements.

Further, by continuing to use the Service, you attest that you are a licensed healthcare professional, such as a physician, nurse practitioner, physician assistant, registered nurse, or other clinician authorized under your institutional policies, or that you are using the Service under the direct supervision of one. The Service is intended solely for use by licensed healthcare professionals or those practicing under the supervision of a licensed healthcare professional. If you do not meet these qualifications, you may not use iNoteAid.

Duty to Provide Information, Access, and Connectivity

You are responsible for providing and maintaining, at your own risk, option and expense, appropriate software and hardware capabilities (consistent with any technical, quality or other requirements described in the Service) to enable use of the Service, including but not limited to, a computer or mobile device with a video camera and Internet access. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service. You also have a duty to provide truthful, accurate and complete information in any forms or other communications you submit to or through the Service. We reserve the right to change the access configuration, including any software, hardware or other requirements of the Service at any time without prior notice.

You are solely responsible for receiving and managing any necessary consent or authorization needed to record or transcribe your patients. You shall further comply and require that your employees, contractors, and agents comply with all applicable laws, rules and regulations, including the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191, and its related regulations and amendments from time to time (collectively, “HIPAA”), with regard to patients’ rights to “personal health information” (as that term is defined under HIPAA) stored by iNoteAid under these Terms

Payments. You agree to pay all fees at the cost of and pursuant to any additional payment terms presented to you when engaging in such transactions. Prices are subject to change at any point in our sole discretion. When you make a purchase, you may be asked to supply certain information relevant to the transaction, including, without limitation, your payment card number and expiration date, your billing address, your phone number and/or your email address. By entering your payment and other information and submitting your request, you authorize us, our affiliates, or our third-party payment processors to charge the amount due, including recurring subscription fees associated with Subscription Services (as defined below). If your credit card expires or our affiliates or our third-party payment processors are unable to process your payment, you may receive notice for you to provide an alternative payment method. You are responsible for keeping your payment information (such as credit card number and billing address) accurate and up to date at all times.

Subscription Services

Certain services available for purchase through the Service require that you purchase service on an automatically renewing subscription basis. For subscription-based services, your payment device will be automatically charged at regular intervals as described for that service during the checkout process until you cancel your subscription. Your first renewal may be charged early to prevent any discontinuity in service. Your subsequent subscription may be charged up to two (2) days early to accommodate holidays or for other operational reasons to support continuity. We may, but are not required to, perform outreach to you from time to time via the Service to request updates to your information and to facilitate ongoing subscriptions. You may cancel a subscription at any time by emailing info@inoteaid.com and directly requesting a cancellation, or through your online account. Cancellation will take effect at the end of the current subscription period. Your subscription will automatically renew for another subscription period unless you cancel at least two (2) days before the applicable renewal processing date of your subscription. We do not offer refunds for partially used subscription periods, although we may provide refunds on a case-by-case basis in our sole and absolute discretion. We may also offer you the ability to pause your subscription for a specified period of time. If you do not cancel before the end of the pause period, charging to your payment device will resume automatically. We may change our subscription plans and prices from time to time; however, we will provide you advance notice of any price changes or changes to your subscription plans.

iNoteAid understands the importance of confidentiality and privacy regarding personal information. Please see our Privacy Policy and our Consumer Health Data Privacy Policy for a description of how we may collect, use and disclose personal information.

Protected Health Information

When you or your organization sets up an account with iNoteAid, the direct customer relationship created with iNoteAid enables you or your organization to access and/or utilize the various functions of the Service. As part of that relationship, you provide information to iNoteAid, including but not limited to your name, email address, and phone number, that we may collect, use and disclose in accordance with our Privacy Policy, and that we do not consider to be “health” or “medical” information.

However, in using certain components of the Service, you may also provide certain medical information about individuals that may be protected under applicable laws. iNoteAid is not a “covered entity” under HIPAA. iNoteAid is not a “business associate” of a provider, User, or organization by virtue of this Agreement alone. It is important to remember that, while state-specific privacy laws may apply, HIPAA does not necessarily apply to an entity or person simply because there is health information involved, and HIPAA may not apply to your transactions or communications with iNoteAid. To the extent iNoteAid creates, receives, maintains, or transmits “protected health information” (as that term is defined by 45 C.F.R. 160.103) (hereinafter “PHI”) for or on behalf of you under these Terms, the Business Associate Agreement entered into between you and iNoteAid (“BAA”) shall govern. The BAA is incorporated herein by reference, and made a part of these Terms. Solely in its role as a business associate, iNoteAid, may be subject to certain provisions of HIPAA with respect to PHI. In addition, any medical or health information that you provide that is subject to specific protections under applicable state laws (collectively, with PHI, “Protected Information”), will be used and disclosed only in accordance with such applicable laws. However, any information that does not constitute Protected Information under applicable laws may be used or disclosed in any manner permitted under our Privacy Policy. Protected Information does not include information that has been de-identified in accordance with HIPAA.

By using the Service, you are agreeing that even if HIPAA does apply to iNoteAid, Information that does not meet the definition of PHI under HIPAA or applicable law will be treated in accordance with the Privacy Policy, and will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

You understand that iNoteAid processes PHI using HIPAA-eligible services provided by Microsoft Azure and Amazon Web Services under executed Business Associate Agreements and Data Protection Addenda. PHI is encrypted in transit (TLS 1.2 or greater) and at rest (AES‑256). You agree to use iNoteAid only in environments and workflows that meet your organization’s privacy and security requirements. Any note, suggestion or recommendation generated by the Service is a draft requiring your review, modification and approval. You accept full responsibility for verifying the accuracy, completeness and clinical appropriateness of all documentation before it becomes part of a patient’s medical record. iNoteAid does not provide medical advice, diagnosis or treatment, and all clinical decisions and documentation are your sole responsibility.

If you use audio recording, voice capture or transcription features, you are solely responsible for obtaining legally valid informed consent from the patient (and any third parties present) and for complying with all applicable federal, state and institutional recording laws. You agree not to record any patient encounter without proper consent.

You warrant that all information you input into the Platform is accurate, lawful and collected within the scope of your clinical role. iNoteAid does not sell or lease personal or medical data, and internal data processing is conducted under strict privacy and security controls.

You are obligated to register and set up an account in the Platform in order to access the Service, and the Service is available only to Users who have registered and have been granted accounts with usernames and passwords. For purposes of clarity, information you provide to iNoteAid in order to register and set up an account on the Platform, including name, username, email address, and phone number, are not considered Protected Information for purposes of the Protected Health Information section above. You agree to accurately maintain and update any information about yourself that you have provided to iNoteAid. If you do not keep such information current, or fail to submit truthful, accurate and complete information, or we have reasonable grounds to suspect as much, we have the right to suspend or terminate your account and your use of the Service. You also agree to immediately notify iNoteAid of any unauthorized use of your username, password or any other breach of security that you become aware of involving or relating to the Service by emailing iNoteAid at info@inoteaid.com. In addition, you agree to keep confidential your username and password and to exit from your User account at the end of each session. iNoteAid explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section. You may not use anyone else’s account at any time.

Persons with access to your computer, phone, or other mobile or other devices may be able to access the Service and personal information, including medical information, contained in the Service. It is your responsibility to affirmatively logout from your account when you are not actively using it. It is also your responsibility to secure and prevent unauthorized physical access to your computer, phone and other devices, and to protect the confidentiality of your username and password.

You must exercise caution, good sense, and sound judgment in using the Service. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you. iNoteAid may investigate any alleged or suspected violations and if a criminal violation is suspected, iNoteAid may cooperate with law enforcement agencies in their investigations.

The Service and the information and Content available through the Service are protected by copyright laws throughout the world. Subject to this Agreement, iNoteAid grants you a limited, non-transferable, revocable license to access and use the Service for your personal use. Unless otherwise specified by iNoteAid in a separate license, your right to use any of the Service or the Content is subject to this Agreement and all rights in the Service and Content are reserved by iNoteAid. You agree that iNoteAid and its suppliers own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, concepts, photographs, product descriptions, blog posts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. iNoteAid’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Service are the trademarks of iNoteAid and may not be used without permission, including in connection with any third party products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.

License to Information Submitted via the Service

Subject to any limitations on Protected Information described below, any information you transmit to iNoteAid via the Service, whether by direct entry, submission, email or otherwise, including data, questions, comments, forum communications, or suggestions (collectively, “Submissions”), will, to the extent permitted under applicable law, be treated as non-confidential and non-proprietary. Subject to any applicable account settings that you select, you grant iNoteAid a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Submissions (in whole or in part) for the purposes of operating and providing the Service to you and to our other users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Submissions has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not iNoteAid, are responsible for all of the Submissions that you provide to the Service. In addition to the foregoing, iNoteAid shall have the right, in its sole discretion, to edit, duplicate, or alter the Submission in any manner for any purpose that iNoteAid deems necessary or desirable, and you irrevocably waive any and all so-called moral rights you may have in the Submission. You further agree that you shall have no right of approval and no claim to compensation in connection with the Submission.

If a Submission you make contains Protected Information, iNoteAid’s rights under this section with respect to the use or disclosure of such Protected Information will be limited to what is permitted under applicable law, and to the extent a BAA has been executed between you and iNoteAid, the terms of such BAA. In the event of any conflict between this section and the BAA with respect to Protected Information, the BAA shall control.

You are prohibited from using or attempting to use the Service: (i) for any unlawful, unauthorized, fraudulent or malicious purpose; (ii) in any manner that could damage, disable, overburden, or impair any server, or the network(s) connected to any server; (iii) in any manner that could interfere with any other party’s use and enjoyment of the Service; (iv) to gain unauthorized access to any other accounts, computer systems, or networks connected to any server or systems through hacking, password mining or any other means; (v) to access systems, data, or information not intended by iNoteAid to be made accessible to a user; (vi) to obtain any materials, or information through any means not intentionally made available by iNoteAid; (vii) to reverse engineer, disassemble or decompile any section or technology on the Service; or (viii) for any use other than the business purpose for which it was intended.

In addition, in connection with your use of the Service, you agree you will not: (a) upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic, or that may invade another’s right of privacy or publicity; (b) create a false identity or duplicative accounts for the purpose of misleading others or impersonate any person or entity, including, without limitation, any iNoteAid representative, or falsely state or otherwise misrepresent your affiliation with a person or entity; (c) upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements); (d) upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, spyware or any other similar software or programs that may damage the operation of another’s computer or property of another; (e) delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature; (f) use the Service’s communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text); (g) upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, commercial or otherwise; (h) violate any applicable local, state, national or international law; (i) upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party; (j) delete or revise any material posted by any other person or entity; (k) manipulate or otherwise display the Service by using framing, mirroring or similar navigational technology; (l) probe, scan, test the vulnerability of or breach the authentication measures of, the Service or any related networks or systems; (m) register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so; (n) harvest or otherwise collect information about others, including email addresses; (o) use any robot, spider, scraper, or other automated or manual means to access the Service, or copy, download, distribute or reproduce any content or information on the Service; or (p) assist or permit any person in engaging in any of these activities.

iNoteAid reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of a User's access and/or account. iNoteAid may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong.

Except as may be provided in the Privacy Policy or prohibited by applicable law, iNoteAid reserves the right, at all times, to disclose any information as iNoteAid deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in iNoteAid’s sole discretion.

iNoteAid reserves the right to monitor general use of the Service at any time as it deems appropriate and to remove any materials that, in iNoteAid’s sole discretion, may be illegal, may subject iNoteAid to liability, may violate this Agreement, or are, in the sole discretion of iNoteAid, inconsistent with iNoteAid’s purpose for the Service.

iNoteAid reserves the right to reject all or any part of an order without prior notice. In the event of an error, we reserve the right to correct the error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged. Prices for Services are subject to change at any time. You are responsible for any applicable sales, use, duty, customs or other governmental taxes, levies or fees (“Taxes”) due with respect to your purchases of or through our Service. We will collect applicable Taxes if we determine we have a duty to collect Taxes. We will present an estimate of Taxes we collect at checkout, except where we have clearly stated in writing that a price includes Taxes. The actual Taxes charged may be adjusted from the amount shown at checkout. Several factors may cause this, such as variances between processor programs and changes in tax rates. We are not required to, and do not, collect Taxes in all states. You may have a duty to directly report and pay Taxes if we do not collect such Taxes.

Only valid payment methods acceptable to us may be used to complete a purchase via the Service. You represent and warrant that you are authorized to use your designated payment method. You authorize us to charge your designated payment method for the total amount of your order (including any applicable taxes and payment processing charges). If your designated payment method is declined, we will attempt to process your charge until the transaction is approved. We and our third-party payment service providers may request, and may receive, updated payment card information from your payment card issuer, such as updated card numbers and expiration date information when your credit card has expired. If such updated information is provided to us and our third-party payment service providers, you agree we may update your account information accordingly, and will use such updated information to process payments for your future purchases and applicable subscription charges (including any applicable taxes and payment processing charges). Your payment card issuer may give you the right to opt out of providing vendors and third-party payment service providers with your updated card information. If you wish to opt out of your payment card’s updating service, you should contact your card issuer. We are not responsible for any fees or charges that your bank or payment card issuer may apply. If your bank or card issuer reverses a charge to your payment card, we may bill your account directly and seek payment by another method including a mailed statement.

All credit card, debit card and other monetary transactions on or through the Service occur through an online payment processing application(s) accessible through the Service. This online payment processing application(s) is provided by iNoteAid’s third-party online payment processing vendor.

We reserve the right to remedy User issues and concerns on a case-by-case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each User.

iNoteAid may terminate your use of the Service or any of our features or services at any time and for any reason without notice, including, for example, for conduct violating this Agreement or if we discontinue the Service. The provisions of this Agreement concerning Service security, prohibited activities, copyrights, trademarks, user submissions, disclaimers, limitation of liability, arbitration and resolution of Disputes, indemnity and jurisdictional issues shall survive any such termination or any other termination of this Agreement or your relationship with iNoteAid. You agree that if your use of the Service is terminated pursuant to this Agreement, you will not attempt to use the Service under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold all iNoteAid Parties harmless from any and all liability that any such iNoteAid Parties may incur with respect thereto.

Except as otherwise provided in the Privacy Policy or as required by applicable law (including any obligation to provide access to health records), we have no obligation, whether before or after the termination of your use of the Service, to return or otherwise provide to you or any third party on your behalf any Content, any information you provide to us, any information your Providers provided to us about or relating to you, or any other information that we may have that relates to you.

Content and other information contained on the Service is provided by iNoteAid as a convenience. Users relying on Content or other information from the Service do so at their own risk.

ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SERVICE OR CONTENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. TO THE EXTENT THAT WE MAY NOT DISCLAIM ANY IMPLIED WARRANTY OR LIMIT ITS LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

You agree to defend, indemnify, and hold iNoteAid Parties and any Third Parties offering products or services through the Service harmless from and against any and all suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Service, your fraud, violation of law, or willful misconduct, any breach by you of this Agreement or your violation of any rights of any other person or entity. We reserve the right to control the defense of any claim by a third party for which we are entitled to indemnification, and you agree to provide us with such cooperation as is reasonably requested by us.

Any notices to you from iNoteAid regarding the Service or this Agreement may be made by email, a posted notice on the Service, or regular mail, in the sole discretion of iNoteAid.

When you access or use the Service or send emails or SMS messages to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you via email, SMS messaging or through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in this Agreement.

By providing your mobile number to us, you agree to be contacted by or on behalf of iNoteAid at the mobile number you have provided, including via phone call or text message, to receive transactional communications relating to the Service (such as to confirm use of the Service), and you recognize and acknowledge that text messaging is an inherently less secure of a method of communication and agree to receive text messages regardless of the level of security associated with them. Message and data rates may apply. For help regarding the communications, we exchange with you using your phone number, contact us directly.

Consent to receive marketing text messages, which are subject to separate consent terms, are not a condition of purchasing any of iNoteAid’s services, and you are free to opt-out at any time of marketing text messages. If you would like to stop receiving marketing text messages, you may text the word STOP in reply to any text. Note that we may confirm your opt-out by text message. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the Service that most recently sent you a message or respond to your STOP message by texting you a request to identify the Service(s) you wish to stop. Keep in mind that if you stop receiving marketing text messages from us, you may not receive important and helpful information and reminders.