HelloNote Terms of Service

Date last updated: April, 2026

SECTION 1: TERMS OF SERVICE

1.1       Acceptance of Terms of Service.  These Terms of Service are between you and any other individual or entity on whose behalf you accept these terms (collectively “you” or “Subscriber”) and E Medical Records Live (d/b/a HelloNote, Inc.) (“HelloNote”, “we”, “us” or “our”).  The following terms and conditions, together with any document expressly incorporated herein by reference, including the Subscription Agreement executed by Subscriber and our Privacy Policy (https://hellonote.com/privacy-policy/) (collectively, the “Agreement”), govern your access to and use of HelloNote.com, including any content, functionality, and services offered on or through HelloNote’s website (the “Website”), whether as a guest or registered user.

By accessing the Website, using the Services  (as defined below), clicking on an “I Accept” or “Sign Up” button, completing the registration process, and/or otherwise demonstrating your consent to these Terms of Service, YOU ARE ENTERING INTO A BINDING CONTRACT, and you represent that (a) you have read, understand, and agree to be bound by these Terms of Service, (b) you are 18 years of age or older, (c) you have the authority to enter into these Terms of Service personally or on behalf of an entity, organization, or company you have named as the user, and to bind such entity to these Terms of Service, and (d) you will use the Website and Services in a manner consistent with any and all applicable laws and regulations. If you do not agree to be bound by these Terms of Service, you may not access or use the Website or the Services.

1.2       Modification of these Terms of Service.  HelloNote may make changes to the Services (as defined below) at any time. In addition, HelloNote may make changes to this Agreement (other than the Subscription Agreement) at any time by posting the modified Agreement on HelloNote’s website. Subscriber’s continued use of the Services after such changes have been posted is deemed acceptance of any such changes.

SECTION 2: SERVICES

2.1       Services. Subscriber will receive from HelloNote, and HelloNote will provide to Subscriber, therapy documentation services. HelloNote, from time to time, may modify, upgrade or otherwise change the manner in which the Services (as defined below) are provided including, but not limited to, the hardware, software, features or environment, so long as such Services are substantially comparable or superior as such Services relate to functionality and reliability as compared to the prior Services being otherwise changed.

2.2       License to Use. Subject to Subscriber’s compliance with the terms and conditions contained in this Agreement, HelloNote hereby grants to Subscriber, during the term of this Agreement, a limited, revocable, non-transferable, non-sublicensable, non-exclusive right for its authorized users to access and use the HelloNote web-based therapy practice management software (the “Software”) in accordance with HelloNote’s applicable documentation solely for Subscriber’s internal business purposes and not for the benefit of any other person or entity. Subscriber will ensure its users comply with this Agreement and is responsible for their acts and omissions. HelloNote may suspend access for Conduct of Use violations, security risks, or legal compliance.

2.3       Accessing the Website and Account Security. Prior to receiving your credentials to access and use the Website, you must agree to these Terms of Service which document the terms and conditions of your right to access and use the Website, the Software and related services (together, the “Services”). Paying Subscribers must enter into a Subscription Agreement with us, either in electronic or written form, which will document additional terms and conditions related to payment terms and support services.  Your use of the Services are also governed by these Terms of Service and our Privacy Policy (https://hellonote.com/privacy-policy/).

We reserve the right to withdraw or amend the Website, the Software, and any Service or material we provide on the Website, at our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict Subscriber access to some parts of the Website or the entire Website.

You are responsible for:

• Making all arrangements necessary for you to have access to the Website.
• Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

2.4       Access by Employees and Contractors.

The Website is exclusively for business use as it relates to your relationship with HelloNote. You may allow your employees and contractors to access the Service in compliance with these Terms of Service and the applicable Subscription Agreement, which access must be for the sole benefit of Subscriber. You are responsible for compliance with this Agreement by your employees and contractors.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete. You agree that all information you provide to register with this Website or otherwise, including, but not limited to, through the use of any interactive features on the Website, is governed by our Privacy Policy (https://hellonote.com/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 this Website 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. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

2.5       Services Support. HelloNote will provide you with technical support for the Services as further detailed in our Subscription Agreement.

SECTION 3: PAYMENT TERMS

3.1       Free Accounts. Subscribers may sign up for a free account, which has certain limitations, including EMR documentation for up to two patients and certain Services and features may not be available (“Free Account”). For Free Accounts, the subscription term will be the period during which you have an account to access the Free Account. We may suspend, limit, or terminate the Free Account for any reason at any time without notice. We may terminate your subscription to the Free Account due to your inactivity.

3.2       Payment Terms for Paid Accounts. Subscribers with paid accounts will pay HelloNote the fees and charges set forth in the Subscription Agreement. If we have not entered into a Subscription Agreement, then as determined by the number of logins and the type of such logins. All monthly charges are due via credit card auto payment. Acceptance of this form by the Subscriber authorizes HelloNote to charge the credit card of the Subscriber on a monthly basis for Services rendered as well as for an initial login setup cost. If a credit card charge is attempted and does not go through, the Subscriber will have three (3) calendar days to resolve the situation. If the situation is not resolved within three (3) calendar days of notification that the credit card charge has failed, Subscriber agrees and understands that a $50 credit card failure fee will be charged to the Subscriber’s account and service will be terminated following thirty (30) calendar days of non-payment. Service may be re-activated by Subscriber within sixty (60) calendar days of termination with a payment of all due funds. All payments will be made in U.S. dollars and are non- refundable. Subscriber will pay HelloNote all costs and expenses, including reasonable attorney’s fees, incurred by HelloNote in enforcing any of the terms, conditions and provisions in this Agreement, including any of HelloNote’s rights and remedies set forth in this Agreement. In the event Subscriber wishes to add future logins, each login will be at the same cost of the current logins. If a login is added in the first fifteen (15) days of the billing cycle for the Subscriber, they will be charged at full cost. If a login is added in the last 15 days of the billing cycle for the Subscriber, they will be charged at half cost.

3.3       Suspension of Service for Non-Payment for Paid Accounts.  We may suspend or terminate the Service and your access to the Website, or both, if you have not paid amounts owed to us when due. In advance of any suspension or termination, we will make commercially reasonable efforts to send a minimum 5-day notice of payment default to you prior to suspension or termination (you are responsible for updating your contact information with HelloNote and notifying us of any changes to such information).

SECTION 4: TERM AND TERMINATION

For paid accounts, this Agreement shall be valid as of the Effective Date for a one-month period that shall be automatically renewed thereafter for successive monthly periods (the “Monthly Subscription Term”), unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then current Monthly Subscription Term. Subscriber of a paid account may elect a one-year agreement at a discounted rate that shall be automatically renewed thereafter for a one-year period (the “Discounted Annual Subscription Term”), unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current Discounted Annual Subscription Term.

Subscriber may order additional modules of the Services offered by HelloNote under this Agreement (each, an “Optional Module”). Access to each annual Optional Module shall commence on the date such annual Optional Module is activated and continue until December 31st of the then-current calendar year. Fees for annual Optional Modules activated mid-year are prorated; renewals occur on January 1 unless canceled by either party with 30 days’ notice before renewal. Access to each monthly Optional Module shall be valid for a one-month period that shall be automatically renewed thereafter for successive monthly terms unless either party gives written notice to the other party of non-renewal at least 30 days prior to expiration.

HelloNote may, without prior notice, suspend or terminate Subscriber’s or any other user’s password, account or use of any of the Services, and/or remove and discard, alter or prevent access to any content within the Services, if HelloNote in its sole discretion determines or discovers that Subscriber violated any provision of this Agreement. Upon suspension or termination of this Agreement, Subscriber must pay all fees to the date of termination as provided herein. HelloNote may retain any content provided by Subscriber following termination or suspension provided that HelloNote shall continue to treat such content in accordance with the Confidentiality terms below and consistent with any requirements under the Health Insurance Portability and Accountability Act and its implementing regulations (collectively, “HIPAA”). Following termination, the provisions of the following sections shall survive: Term and Termination, Conduct of Users, HelloNote’s Limited Warranty, Confidentiality, Security, Proprietary Rights, Third Party Dealings, Disclaimers and Limitations, Ownership of Data, Unlawful Use, Defamatory or Abusive Material, Unauthorized Access, Other Activities, Editorial Content, Governing Law, Venue, and Arbitration and General Provisions.

SECTION 5: CONDUCT OF USERS

The Services may be used only by Subscriber, its authorized users and its authorized agents, including affiliates, joint venture partners, licensees and subsidiaries. As a condition of your use of our Website, you warrant to us that you will not use our Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use our Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Website. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the Website. Prohibited uses include, but are not limited to, competitive benchmarking, scraping, unauthorized access, circumventing technical controls, sharing credentials, or relying on professional services without a valid Statement of Work. Subscriber acknowledges and agrees that any act or omission of its users in connection with use of, or access to the Services, which act or omission would constitute a breach of this Agreement if undertaken by Subscriber, shall be considered a breach by Subscriber hereunder. Subscriber and its authorized users of the services may use the Services only as long as Subscriber and Subscriber’s authorized users comply with the terms of this Agreement.

SECTION 6: OTHER TERMS APPLICABLE TO USE OF THE WEBSITE

6.1       Aggregation Services and De-identified Data.  As provided in HelloNote’s business associate agreement, HelloNote may use protected health information to provide you with data aggregation services (as that term is defined by HIPAA) and to create de-identified data in accordance with 45 CFR 164.514(a)-(c) retaining any and all ownership claims related to the de-identified data it creates from protected health information including any use or disclosure as HelloNote deems appropriate, provided that the information is de-identified in accordance with the HIPAA Rules including aggregation, manipulation, sales, publication and distribution for any purpose. Any and all de-identified information shall not be subject to HIPAA or any restrictions in HelloNote’s business associate agreement. HelloNote may use, during and after this Agreement, all aggregated, anonymized information and de-identified data for purposes of enhancing the Service, technical support and other business purposes, to the extent in compliance with the HIPAA Privacy Standards, including without limitation the limited data set and de-identification of information regulations.  Subscriber agrees that HelloNote is permitted under HIPAA and its business associate agreement to use protected health information for its proper management and administration.  You agree that “proper management and administration,” to the extent permitted by law includes, but is not limited, to data analytics, quality improvement, product improvement and development, and/or Health Care Operations, as this term is defined in the HIPAA Privacy Standards, in connection with HelloNote’s services to and products for its current and future customers including you.

6.2       Reminders and SMS Messages. Subscriber agrees that by registering for the Service, including any request forms or use of communications features, constitutes a request for HelloNote to send email, fax, phone call, or SMS reminders about upcoming appointments, special offers, and upcoming events. HelloNote is not responsible for any text messaging or data transmission fees. If Subscriber provides a cellular phone number and agrees to receive communications from HelloNote, Subscriber specifically authorizes HelloNote to send text messages or calls to such number. Subscriber represents and warrants that it has obtained and will maintain all necessary consents and authorizations from message recipients (including patients) for communications sent via or in connection with the Services and will comply with all applicable laws (including the TCPA). Subscriber will defend, indemnify, and hold harmless HelloNote from any claims arising from Subscriber’s communications or failure to obtain such consents. Subscriber is not required to consent to receive text messages or calls as a condition of using the Service and may opt out of such messages through the Services.

6.3       Mutual Compliance with Laws. Each party represents and warrants to the other party that it will comply with all applicable laws regarding its performance under these Terms of Service.

6.4       No Medical Advice Provided by HelloNote. HelloNote does not engage in the practice of medicine or provide any professional health care services.  We do not control or interfere with the practice of medicine or other provision of health care services or medicine by You or any other health care provider.  Our Services do not provide medical advice, provide medical or diagnostic services, practice medicine, provide any professional health care services, or prescribe medication. Use of the Service is not a substitute for the professional judgment of health care providers in diagnosing and treating patients. You are solely responsible for directing medical care, practicing medicine, prescribing medication, and providing any professional medical or health care services.  You are solely responsible for verifying the accuracy of patient information (including, without limitation, obtaining all applicable patients’ medical and medication history and allergies), obtaining patient’s consent to use the Service (including without limitation the Patient Portal), and for all of your decisions or actions with respect to the medical care, treatment, and well-being of your patients, including without limitation, all of your acts or omissions. Any use or reliance upon the Service will not diminish your responsibility. You assume all risks associated with the clinical use of the Service for the treatment of patients. Neither HelloNote nor its licensors assume any liability or responsibility for damage or injury (including death) to Subscriber, a patient, other person, or tangible property arising from any use of the Services.  Nothing contained in the Service is intended to be used for medical diagnosis or treatment or construed, directly or indirectly, as the practice of medicine or dispensing of medical services by HelloNote.

SECTION 7: CONFIDENTIALITY

Subscriber agrees to provide true, accurate and complete information about itself and its authorized users of the Services. All proprietary and confidential information and materials (“Confidential Information”) of either party will be held in confidence by the other party. Confidential Information will include, without limitation, information relating to a party’s business and marketing plans and processes, rates, fees and other terms of pricing of the Services, customers, software, hardware and technology, or quality of performance of the Services. Confidential Information will not include information (a) already known or independently developed by the recipient, (b) in the public domain through no wrongful act of the recipient, or (c) received by the recipient from a third party who was authorized to disclose it. Subscriber’s Confidential Information will include “Personally Identifiable Information” about Subscriber and its authorized users. Personally Identifiable Information is information that personally identifies a person or entity. HelloNote will not, nor knowingly permit others to release Personally Identifiable Information without the written consent of Subscriber. Neither party will use (for itself or for any third party) or disclose, nor permit any other person or entity under its control to use or disclose any Confidential Information, except (i) to employees, agents, third party contractors, or representatives of the recipient who have a “need to know” the information and are subject to an obligation of confidentiality at least as restrictive as the restrictions contained in this Confidentiality section, (ii) if required by law, legal process, or to comply with an issued subpoena, (iii) to enforce this Agreement, (iv) to respond to claims that any content violates the rights of third parties, or (v) to protect the rights, property, or personal safety of us, users of the Services or members of the public. Each party will promptly notify the other party if it receives a request for the other party’s Confidential Information (unless notice is prohibited by law), and will reasonably cooperate with the other party’s efforts to seek protection from disclosure. Upon termination of this Agreement, the provisions of this Confidentiality section will survive for a period of three (3) years from the termination date, and each party will either return to the other party all Confidential Information of the other party in its possession or control, or, at the other party’s request, destroy any such Confidential Information.

SECTION 8: SECURITY

Subscriber agrees to keep secure and confidential any user name HelloNote issues to Subscriber, and any password (whether issued by HelloNote to Subscriber or created by Subscriber). Subscriber will be fully responsible for all activity that occurs under the use of Subscriber’s user name or password. Subscriber agrees to immediately notify HelloNote in writing of any unauthorized use of Subscriber’s user name or password. HelloNote will use commercially reasonable efforts to protect the security of the Services; however, HelloNote does not warrant or guarantee the integrity or the security of the Services or of the content, information or data transmitted through or contained within any portion of the Services. Subscriber is responsible for implementing administrative, physical, and technical safeguards appropriate to its environment and for secure configuration of its devices, networks, and third-party systems that interact with the Services.

SECTION 9: PROPRIETARY RIGHTS

9.1       Ownership of Website.  The Website and its entire contents, 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 HelloNote, 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.

9.2       Trademarks.  HelloNote’s name, the terms of HelloNote trademarks, HelloNote’s logo, and all related names, logos, product and service names, designs, and slogans are trademarks of the HelloNote or its affiliates or licensors. You must not use such marks without the prior written permission of the HelloNote. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.

9.3       Software Available on the Website.  Our Software that is made available to download from the Website is the copyrighted work of HelloNote and/or its suppliers. Your use of the Software is governed by the terms of the Subscription Agreement. You may not install or use any Software unless you first agree to the Subscription Agreement terms.

For any Software not accompanied by a Subscription Agreement, we hereby grant to you, the Subscriber, a personal, non-transferable license to use the Software for viewing and otherwise using the Website in accordance with these Terms of Service, and for no other purpose provided that you keep intact all copyright and other proprietary notices. No other license is granted. You shall not modify, alter, decompile, reverse engineer or otherwise change Software, except to the extent as permitted by applicable law without the possibility of contractual waiver. All Software is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Software is expressly prohibited by law and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. THE SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE LICENSE AGREEMENT. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the U.S. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to U.S. export restrictions.

9.4       Other Proprietary Rights. HelloNote owns or has authority to use any and all rights pertaining to: (a) the content contained in or presented through the Services by HelloNote or by third parties engaged by HelloNote (including, without limitation, text, music, sound, photographs, graphics, video, page layout, Editorial Content (defined below), and design), (b) the Software, hardware, files, processes, systems, databases and tools used or provided to Subscriber by HelloNote or by third parties engaged by HelloNote to provide the Services, (c) other tangible and intangible personal property relating to the Services, and (d) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing (sections (a), (b), (c), and (d) in this Other Proprietary Rights section shall collectively be referred to as “HelloNote Property”).

Subscriber is prohibited from publishing, distributing via the Internet or any other public computer-based information system, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party HelloNote Property.

Subscriber is granted the right to use that portion, and only that portion, of HelloNote Property that is contemplated in this Agreement. Subscriber will not copy, revise, alter, modify, decompile, reverse engineer, assemble, or attempt to discover, nor sell, assign, sublicense, encumber, or otherwise transfer any interest in any HelloNote Property, including, without limitation, any object code, source code, underlying processes or algorithms contained therein, other than as is permitted by HelloNote in writing, and Subscriber will not permit any person or entity to commit or engage in such activities or conduct. Subscriber acknowledges that any violation of this Proprietary Rights section imposes a serious threat to HelloNote’s business and its ability to exist.

From time to time, the term “CPT” shall appear within the Services. CPT is copyrighted by the AMA (defined below) and is a registered trademark of the AMA. Any use not authorized herein is prohibited, including by way of illustration and not by way of limitation, making copies of CPT for resale and/or license, transferring copies of CPT to any party not bound by this agreement, creating any modified or derivative work of CPT, or making any commercial use of CPT. License to use CPT for any use not authorized herein must be obtained through the AMA, CPT Intellectual Property Services, 515 N. State Street, Chicago, IL 60610. Applications are available at the AMA Web site, http://www.ama-assn.org/go/cpt.

This product includes CPT which is commercial technical data and/or computer data bases and/or commercial computer software and/or commercial computer software documentation, as applicable which were developed exclusively at private expense by the American Medical Association, 515 North State Street, Chicago, Illinois, 60610. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose these technical data and/or computer data bases and/or computer software and/or computer software documentation are subject to the limited rights restrictions of DFARS 252.227-7015(b)(2) (November 1995) and/or subject to the restrictions of DFARS 227.7202-1(a) (June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S. Department of Defense procurements and the limited rights restrictions of FAR 52.227-14 (December 2007) and/or subject to the restricted rights provisions of FAR 52.227-14 (December 2007) and FAR 52.227-19 (December 2007), as applicable, and any applicable agency FAR Supplements, for non-Department of Defense Federal procurements.

SECTION 10: THIRD PARTY DEALINGS

If Subscriber acquires goods or services from a third party, whether or not the goods or services are used as part of the Services, Subscriber agrees that its business dealings with that third party are solely between Subscriber and the third party. HelloNote has no liability for any reason in any way arising from Subscriber’s relationship with such third parties or the goods or services acquired, including, without limitation, complaints or claims concerning failure to perform, defects in goods or services or otherwise.

Links to other websites or resources may be provided by HelloNote or third parties as part of the Services. We make no representations whatsoever about any other website which you may access through the HelloNote Website. When you access a non-HelloNote website, even one that may contain the HelloNote-logo or other HelloNote trademark, service mark or trade name, please understand that it is independent from us, and that we have no control over the content on that website. Additionally, the HelloNote Website may contain links to other websites (“Linked Sites“). The Linked Sites may not be under the control of HelloNote and HelloNote is not responsible for the contents of any Linked Site not under HelloNote control, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. HelloNote is not responsible for any form of transmission received from any Linked Site. HelloNote makes no warranties or representations of any kind as to the accuracy, currency, or completeness of any information contained in such Linked Sites and shall have no liability for any damages or injuries of any kind arising from such content or information. HelloNote is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by HelloNote of the site or any association with its operators. It is up to you to take precautions to ensure that whatever you select for your use is free of such items as viruses, worms, trojan horses and other items of a destructive nature. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HelloNote, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER FOR ANY USE OF THE LINKED SITES INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE, EVEN IF EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SECTION 11: DISCLAIMERS AND LIMITATION ON LIABILITY

11.1     No Indirect Damage. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HelloNote, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE HelloNote WEBSITE, WITH THE DELAY OR INABILITY TO USE THE HelloNote WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE HelloNote WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE HelloNote WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HelloNote OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE HelloNote WEBSITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE HelloNote WEBSITE.

11.2     Direct Damages Cap. NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF HelloNote AND CUSTOMER, AND THEIRS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS, IF ANY, FOR LOSSES OR DAMAGES (EXCLUDING HIPAA VIOLATIONS) SHALL NOT EXCEED THE FEES ACTUALLY PAID BY THE CUSTOMER FOR THE SERVICES WITHIN THE 12-MONTH PERIOD PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM. LIMITATIONS ON LIABILITY RELATED TO HIPAA VIOLATIONS ARE SPECIFIED IN THE BUSINESS ASSOCIATES AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS AGREEMENT, INCLUDING THIS SECTION 11, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.

11.3     Procedures. Subscriber agrees that any claim or cause of action which Subscriber may have arising out of a claim related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arises, or the claim or cause of action will forever be barred. Each party must provide written notice to the other party at least thirty (30) calendar days prior to filing or otherwise initiating any action, charge or lawsuit against the other. The written notice must describe the factual basis for the dispute, and provide at least thirty (30) calendar days for the receiving party to remedy, cure or otherwise resolve the matters stated in the notice.

11.4     Force Majeure. HelloNote will not be liable for failure or delay in performing the Services or other obligations under this Agreement if the failure or delay is due to circumstances beyond HelloNote’s control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Services. HelloNote may suspend Services without liability during force majeure events.

11.5     HelloNote’s Limited Warranty. HelloNote represents and warrants to Subscriber that the Services will be performed in a manner consistent with industry standards and in compliance with any specifications and requirements set forth in this Agreement. Subscriber shall notify HelloNote in writing within 30 calendar days after performance of any Services if such Services do not conform to the foregoing warranties. If Subscriber fails to provide timely written notice to HelloNote, the Services will be deemed to be in compliance with the foregoing warranties. Subscriber’s exclusive remedy for breach of the foregoing warranties shall be for HelloNote, at its option, to re-perform the Services at no cost to Subscriber, or, in the event of interruption of the Services, issue Subscriber a credit in an amount equal to the service charge for the interrupted period.

The foregoing warranties shall not apply to performance issues or defects in the Services that resulted from factors outside of HelloNote’s reasonable control; that resulted from any actions or inactions of Subscriber or its authorized users; or that resulted from Subscriber’s equipment or any third parties’ equipment not within the control of HelloNote.

11.6     Disclaimer of Warranties.

11.6.1 You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER HelloNote NOR ANY PERSON ASSOCIATED WITH HelloNote MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER HelloNote NOR ANYONE ASSOCIATED WITH HelloNote REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, HelloNote  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.

11.6.2  CPT is provided “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose. No fee schedules, basic unit, relative values or related listings are included in CPT. The AMA does not directly or indirectly practice medicine or dispense medical services. The responsibility for the content of this file/product is with CMS and no endorsement by the AMA is intended or implied. The AMA disclaims responsibility for any consequences or liability attributable to or related to any use, non-use, or interpretation of information contained or not contained in this file/product. This agreement will terminate upon notice if you violate its terms. The AMA is a third party beneficiary to this agreement.

The scope of this license is determined by the AMA, the copyright holder. Any questions pertaining to the license or use of the CPT should be addressed to the AMA. End users do not act for or on behalf of the CMS. CMS DISCLAIMS RESPONSIBILITY FOR ANY LIABILITY ATTRIBUTABLE TO END USER USE OF THE CPT. CMS WILL NOT BE LIABLE FOR ANY CLAIMS ATTRIBUTABLE TO ANY ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE INFORMATION OR MATERIAL CONTAINED ON THIS PAGE. In no event shall CMS be liable for direct, indirect, special, incidental, or consequential damages arising out of the use of such information or material.

SECTION 12: OWNERSHIP OF DATA

HelloNote agrees that Subscriber’s documents are the exclusive property of Subscriber. Upon termination and Subscriber’s written request within thirty (30) days, HelloNote will make available a one-time export of patient demographics in an Excel CSV file at no additional charge, provided Subscriber’s account is in good standing. Other exports, formats, or assistance may be provided at HelloNote’s then-current rates. Subscriber’s clinical notes and any other files are to be downloaded by the Subscriber as needed. Thereafter, HelloNote may delete or retain Subscriber Content per its data retention policies and applicable law. Subscriber grants to HelloNote a non-exclusive, perpetual, irrevocable, royalty-free right and license to use, process, and store any documents, material, data, or other content submitted by Subscriber in accordance with the terms of this Agreement. Subscriber represents and warrants that Subscriber has all necessary rights, approvals, and consents to provide such content to HelloNote and grant the rights set forth above.

Notwithstanding anything else in this Agreement or otherwise, HelloNote may monitor Subscriber’s use of the Services and use data and information related to such use, and Subscriber Content in an aggregate manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between HelloNote and Subscriber, all right, title, and interest in the Aggregated Statistics and all intellectual property rights therein, belong to and are retained solely by HelloNote. Subscriber acknowledges that HelloNote will be compiling Aggregated Statistics based on Subscriber Content input into the Services and Subscriber agrees that HelloNote may (a) make such Aggregated Statistics available to third parties in an anonymous manner, and (b) use such information to the extent and manner required by applicable law or regulation and for purposes of data gathering, analysis and service enhancement, provided that such data and information will be used in accordance with HelloNote’s privacy policies and confidentiality terms of this Agreement. Aggregated Statistics will be used for such purposes as to improve Subscriber’s clinical outcomes and to establish the efficacy of Subscriber’s Services. HelloNote may disclose Aggregated Statistics publicly and to third parties, provided no personal data or PHI is revealed. HelloNote will never sell Subscriber’s Content or data to third parties for marketing purposes.

SECTION 13: NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of our Website, you warrant to us that you will not use our Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use our Website in any manner which could damage, disable, overburden, or impair the Website or interfere with any other party’s use of the Website. You may not obtain or attempt to obtain any materials or information through any means not made available or provided to you through the Website.

You agree that neither you nor any of your users will upload, transmit or post any content, or engage in any other use of the Services that violates any law, rule or regulation, defames or libels any other person or entity, infringes any other person’s or entity’s rights, including, without limitation, any intellectual property or privacy rights, or otherwise could impose civil or criminal liability. HelloNote reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity. Uploading, posting or transmitting any content that infringes any patent, trademark, trade secret, copyright, publicity or proprietary right of any person or entity will be grounds for immediate termination of the Services or other corrective action.

SECTION 14: DEFAMATORY OR ABUSIVE MATERIAL

Subscriber or any of its users shall not upload defamatory, obscene, profane, vulgar, threatening, offensive, abusive, inaccurate or illegal material. HelloNote may remove any abusive or defamatory content, or other content posted in a community group in our sole discretion.

SECTION 15: UNAUTHORIZED ACCESS

Subscriber or any of its users shall not access, or attempt to access, another person’s or entity’s accounts without proper authorization to do so, or attempt to disrupt or interfere with the Services in any manner. Each Subscriber and any of its users, must register and maintain a valid email address with HelloNote in order to receive system notifications.

SECTION 16: USE AND DATA STORAGE

HelloNote may establish and change from time to time general practices and limits on the use of the Services, the amount of central processing unit (CPU) processing, bandwidth and disk usage, and levels of activity.

HelloNote will use commercially reasonable efforts to provide all Subscribers with advance notice of these practices and limits. Violation of these practices and limits will be considered a violation of this Agreement.

SECTION 17: OTHER ACTIVITIES

Subscriber or any of its users shall not engage in any other activity that HelloNote determines in its sole discretion may be harmful to other users or the Services.

HelloNote does not in the ordinary course pre-screen or monitor content of the database or any other communications. However, HelloNote reserves the right, but does not assume any obligation, to determine in its sole discretion what is and is not acceptable content in connection with the Services, to limit placement of any content in a database or on any other area provided in connection with the Services, to use commercially reasonable efforts to remove, alter or block access to any offensive, objectionable, or unacceptable content immediately and without prior notice, to determine in its sole discretion what is and is not an appropriate conduct and use of any of the Services, and to cease providing or bar access to any or all of the Services to any user at any time, for any reason or for no reason, without prior notice. HelloNote reserves the right, but does not assume any obligation, to monitor and investigate complaints regarding any of the foregoing, and Subscriber agrees to grant HelloNote access to Subscriber’s account at any time without notice, and to cooperate fully with HelloNote in providing access and information as may be requested at any time and from time to time. Subscriber agrees that any reservation of rights by HelloNote imposes no obligation of any kind on HelloNote to take any of the foregoing actions.

SECTION 18: EDITORIAL CONTENT

HelloNote licenses from the American Medical Association (“AMA”) certain editorial content (“Editorial Content”) and the license granted by the AMA to HelloNote is a nontransferable, nonexclusive license for the sole purpose of internal use by Subscriber. Continued use of the Editorial Content and any such update to such Editorial Content is dependent on the continued contractual relationship by and between HelloNote and the AMA.

SECTION 19: INDEMNIFICATION

You agree to defend, indemnify, and hold harmless HelloNote, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, 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: (a) your violation of these Terms of Service; (b) your Subscriber Content; (c) your communications through or in connection with the Services (including any claims under the TCPA); (d) your use of the Services or Website in violation of applicable law or HelloNote’s acceptable use and Conduct of Users policies; (e) disputes with your end-users; (f) your use of third-party services enabled via the Services; or (g) any other use of the Website, Services content, or products not expressly authorized in these Terms of Service.

SECTION 20: NOTICES AND STATEMENTS

Except as otherwise specifically provided in this Agreement, all notices and statements may be sent by electronic mail, facsimile or overnight delivery to the electronic mail address, fax number or delivery address most recently provided in writing or via online submission to the other party. For overnight deliveries, notices and statements will be deemed to be received upon personal delivery. For facsimile and electronic mail deliveries, notices and statements will be deemed to be upon transmission.

Subscriber EXPRESSLY CONSENTS TO RECEIVE TELEPHONE CALLS, FAXES AND EMAILS FROM HelloNote OR ANY OF HelloNote`s EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES IN ANY WAY ARISING FROM THIS AGREEMENT OR THE SERVICES DESCRIBED IN THIS AGREEMENT.

Evidence of successful transmission shall be retained. As of the date of execution, the addresses for the Subscriber is as entered in the address portion of this form and the address for HelloNote is:

HelloNote, Inc.

447 Broadway 2nd FL #435

New York, NY 10013

Phone: (877) 805-7880

Email for Notices and Billing Questions: [email protected]

SECTION 21: GOVERNING LAW, VENUE, AND ARBITRATION

21.1 Governing Law. All matters relating to these Terms of Service, 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 Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

21.2 Venue (Litigation Carve-Out). Subject to Section 21.3 (Arbitration), any litigation permitted hereunder shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably submits to such courts’ personal jurisdiction and venue.

21.3 Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Services shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, applying Delaware law. The arbitration shall be conducted by a single arbitrator, in English, in New Castle County, Delaware, or by video conference at the arbitrator’s discretion. The arbitrator shall have exclusive authority to resolve all issues of arbitrability and enforceability (“delegation”). Class, collective, and representative actions are not permitted; the parties waive any right to participate in a class or representative proceeding. Either party may seek injunctive relief in court to protect its Confidential Information or intellectual property. Small claims court matters may proceed in small claims court.

21.4      Limitation on Time to File Claims. Any claim arising out of or relating to this Agreement must be filed within one (1) year after the claim accrues.

21.5     Attorney Fees.  Subscriber will pay HelloNote all costs and expenses, including reasonable attorney’s fees, incurred by HelloNote in enforcing any of the terms, conditions and provisions in this Agreement, including any of HelloNote’s rights and remedies set forth in this Agreement.

SECTION 22: GENERAL PROVISIONS

22.1     Entire Agreement.  This Agreement and set forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

22.2     Waiver and Severability. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions or parts. No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of this Agreement shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences. No waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought.

22.3     Incorporation and References.  Titles and headings are included solely for convenient reference and are not part of this Agreement. Subscriber may not assign any of its rights or obligations (in whole or in part) without the prior written consent of HelloNote, which shall not be unreasonably withheld.

22.4     Assignment.  HelloNote may assign this Agreement, without Subscriber’s consent, in connection with a merger, sale, transfer or other disposition of all or substantially all of its stock or assets.

22.5     Remedies Cumulative.  Subject to the express exclusions and limitations set forth in this Agreement, all remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedies of any party at law or in equity.

22.6     Third Party Beneficiary. No person or entity is intended to be a third party beneficiary of any provision of this Agreement.

22.7     Authorization. The parties represent and warrant that they have full authority to execute and deliver this Agreement and to perform their obligations under this Agreement, and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party whom they represent.

22.8     Your Comments and Concerns. This website is operated by E Medical Records Live (d/b/a HelloNote, Inc.), https://hellonote.com/. All other feedback, comments, requests for technical support, and other communications relating to the Website should be directed to: [email protected].

22.9     Beta Features. If you are invited to access any beta features of the Service or if you access any beta features of the Service, you acknowledge that: Information about Beta Features is HelloNote Confidential Information, and you will not disclose or publicly reference any Beta Features or related performance data without HelloNote’s prior written consent. Furthermore, you acknowledge that (a) such features have not been made commercially available by HelloNote; (b) such features may not operate properly, be in final form or fully functional; (c) such features may contain errors, design flaws or other problems; (d) it may not be possible to make such features fully functional; (e) use of such features may result in unexpected results, corruption or loss of data, or other unpredictable damage or loss; (f) such features may change and may not become generally available; and (g) HelloNote is not obligated in any way to continue to provide or maintain such features for any purpose in providing the ongoing Service. These beta features are provided AS IS, with all faults. You assume all risk arising from use of such features, including, without limitation, the risk of damage to your computer system or the corruption or loss of data.

22.10   Prior Versions.  Terms of Service – [insert date] [Insert Link]

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