Subscription Agreement

This Subscription Agreement governs access to and use of HelloNote’s software platform, products, features, websites, services, support, and related offerings.

This Agreement is entered into by and between HelloNote Purchaser, LLC, doing business as HelloNote, referred to as “HelloNote,” “we,” “us,” or “our,” and the customer, practice, clinic, organization, or individual accepting this Agreement, referred to as “Customer,” “Subscriber,” or “you.”

By creating an account, signing an order form, clicking to accept, starting a trial, purchasing a subscription, or using the Services, Customer agrees to this Agreement.

SECTION 1: SERVICES

HelloNote provides a cloud-based electronic medical records and practice management platform for healthcare and therapy practices.

Depending on Customer’s selected plan, the Services may include features such as documentation, scheduling, billing-related tools, patient intake forms, patient portal functionality, appointment reminders, payment-related features, reporting, eFax, announcements, integrations, onboarding, support, and other features made available by HelloNote.

Available features may vary by plan, configuration, location, subscription status, and applicable add-ons.

SECTION 2: CUSTOMER ACCOUNT

Customer must provide accurate and complete account, billing, and business information.

Customer is responsible for:

1. Maintaining the confidentiality of account credentials.
2. Managing user access and permissions.
3. Ensuring that authorized users comply with this Agreement.
4. Promptly notifying HelloNote of unauthorized access or suspected account compromise.
5. Ensuring that only authorized workforce members, contractors, or representatives access the Services.

Customer is responsible for all activity that occurs under Customer’s account, except to the extent caused by HelloNote’s breach of this Agreement.

SECTION 3: SUBSCRIPTION PLANS AND ADD-ONS

Customer’s subscription plan, pricing, billing cycle, included features, user limits, add-ons, and other commercial terms may be set forth in an order form, checkout page, invoice, signed agreement, quote, or other purchase record.

Certain features may require additional fees, third-party accounts, integrations, setup, training, or eligibility approval.

HelloNote may update, improve, modify, suspend, replace, or discontinue features from time to time, provided that HelloNote will not materially reduce the core functionality of a paid subscription during the current subscription term without reasonable notice, unless required for security, compliance, legal, technical, or operational reasons.

SECTION 4: TRIAL PERIODS AND PROMOTIONS

HelloNote may offer free trials, discounted subscriptions, promotional pricing, credits, or limited-time offers.

Unless otherwise stated in writing:

1. Trial access is provided for evaluation purposes.
2. Promotional pricing applies only for the stated promotional period.
3. After a trial or promotional period ends, standard subscription fees may apply.
4. Promotions may not be combined unless expressly stated by HelloNote.
5. HelloNote may modify or discontinue promotions at any time.

Customer is responsible for reviewing the terms of any promotion before accepting it.

SECTION 5: FEES AND PAYMENT

Customer agrees to pay all fees associated with Customer’s selected subscription, add-ons, usage, implementation, training, data migration, integrations, support, or other purchased services.

Fees may be billed monthly, annually, or according to the billing terms presented at checkout or in an order form.

Customer authorizes HelloNote and its payment processor to charge Customer’s selected payment method for all applicable fees, taxes, and charges.

If payment fails, HelloNote may retry the payment method, request updated billing information, suspend access, downgrade features, or terminate the subscription after reasonable notice.

Fees are non-refundable except as expressly stated in this Agreement, required by law, or agreed in writing by HelloNote.

SECTION 6: TAXES

Fees are exclusive of taxes unless otherwise stated.

Customer is responsible for all applicable taxes, duties, levies, and similar governmental charges, excluding taxes based on HelloNote’s net income.

HelloNote may collect taxes where required by law.

SECTION 7: SUBSCRIPTION TERM, RENEWAL, AND CANCELLATION

The subscription begins on the date Customer accepts this Agreement, starts a trial, signs an order form, completes checkout, or begins using the Services, whichever occurs first.

Unless otherwise stated in writing, subscriptions automatically renew for successive billing periods until canceled.

Customer may cancel according to HelloNote’s then-current cancellation process or by contacting HelloNote support.

Cancellation will take effect at the end of the then-current billing period unless otherwise stated in writing. Customer will continue to have access to the paid Services until the end of the paid billing period, unless access is suspended or terminated under this Agreement.

No long-term contract applies unless Customer signs or accepts an order form or agreement that expressly states a minimum term.

SECTION 8: USER SEATS AND ACCOUNT ACCESS

Customer may create user accounts only for authorized users. User seats may be subject to plan limits or additional fees.

Customer may not share login credentials among multiple individuals.

Customer is responsible for promptly removing users who no longer require access.

HelloNote may require Customer to verify authorized users for security, billing, compliance, or support purposes.

SECTION 9: CUSTOMER DATA

Customer retains ownership of data submitted to the Services by or on behalf of Customer, including patient information, clinical records, forms, notes, files, reports, and other Customer content.

Customer grants HelloNote a limited right to host, process, transmit, display, back up, secure, and otherwise use Customer data as necessary to provide, support, maintain, secure, and improve the Services.

Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer data.

SECTION 10: PROTECTED HEALTH INFORMATION AND HIPAA

To the extent HelloNote creates, receives, maintains, or transmits Protected Health Information on behalf of Customer, the parties agree that the HelloNote Business Associate Agreement applies.

Customer is responsible for determining whether Customer is a covered entity or business associate under HIPAA and whether Customer’s use of the Services complies with applicable healthcare privacy, security, consent, documentation, retention, and professional requirements.

Customer is responsible for obtaining all required patient consents, authorizations, notices, and permissions.

SECTION 11: PRIVACY AND SECURITY

HelloNote will use commercially reasonable administrative, technical, and physical safeguards designed to protect Customer data.

Customer is responsible for using the Services securely, including managing passwords, permissions, devices, workflows, user roles, exports, downloaded files, and third-party integrations.

Customer must not bypass, disable, or interfere with security features of the Services.

SECTION 12: THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may integrate with or rely on third-party services, including payment processors, messaging providers, hosting providers, analytics tools, eFax providers, billing-related services, calendar tools, video platforms, or other external services.

Third-party services may be subject to separate terms, fees, privacy policies, availability, and limitations.

HelloNote is not responsible for third-party services outside HelloNote’s reasonable control.

Customer authorizes HelloNote to exchange data with third-party services when Customer enables, requests, or uses such integrations.

SECTION 13: PAYMENT PROCESSING FEATURES

If Customer uses payment processing, card-on-file, patient payment, or related payment features, Customer agrees to comply with all applicable payment processor terms, card network rules, privacy laws, security obligations, and authorization requirements.

HelloNote may provide access to payment-related tools, but HelloNote is not a bank, payment processor, or money transmitter unless expressly stated.

Payment processing availability, fees, settlement timing, underwriting, chargebacks, refunds, and disputes may be controlled by the applicable payment processor.

SECTION 14: MESSAGING, EMAIL, SMS, AND REMINDERS

If Customer uses email, SMS, appointment reminder, announcement, confirmation, or messaging features, Customer is responsible for obtaining all required patient permissions and complying with applicable laws and carrier requirements.

Customer is responsible for message content, recipient selection, timing, and use of communication tools.

HelloNote does not guarantee delivery of messages because delivery may depend on carriers, email providers, patient settings, phone numbers, spam filters, integrations, and third-party systems.

SECTION 15: CUSTOMER RESPONSIBILITIES

Customer agrees not to:

1. Use the Services for unlawful, fraudulent, harmful, or abusive purposes.
2. Upload malicious code or interfere with the Services.
3. Attempt to gain unauthorized access to the Services or related systems.
4. Reverse engineer, copy, resell, sublicense, or exploit the Services except as permitted by this Agreement.
5. Use the Services to transmit content that violates law or third-party rights.
6. Misrepresent Customer’s identity, credentials, authority, or affiliation.
7. Use the Services in a way that could damage HelloNote, other customers, patients, or third parties.

Customer is responsible for compliance with all laws, regulations, professional rules, payer requirements, licensing requirements, and documentation standards applicable to Customer’s practice.

SECTION 16: DATA MIGRATION AND ONBOARDING

HelloNote may provide onboarding, training, setup, configuration, or data migration assistance.

Customer is responsible for providing complete and accurate data, files, access, mapping instructions, and business requirements.

Data migration results may vary depending on the source system, data quality, formatting, export limitations, and third-party cooperation.

Customer is responsible for reviewing migrated data for accuracy and completeness.

SECTION 17: SUPPORT

HelloNote may provide support through available channels such as email, phone, tickets, chat, training sessions, help articles, or other support methods.

Support availability, response times, and included services may vary by plan.

HelloNote may access Customer’s account or data as reasonably necessary to provide support, troubleshoot issues, investigate errors, maintain the Services, or comply with law.

SECTION 18: INTELLECTUAL PROPERTY

HelloNote and its licensors own all rights, title, and interest in and to the Services, including software, workflows, designs, interfaces, features, templates, documentation, know-how, technology, and related intellectual property.

Customer receives a limited, non-exclusive, non-transferable, revocable right to access and use the Services during the active subscription term, subject to this Agreement.

Customer does not receive ownership rights in the Services.

SECTION 19: FEEDBACK

If Customer provides suggestions, ideas, requests, improvements, or other feedback, Customer grants HelloNote a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation.

SECTION 20: CONFIDENTIALITY

Each party may receive confidential information from the other party.

The receiving party will use reasonable care to protect confidential information and will use it only for purposes of performing under this Agreement.

Confidential information does not include information that is publicly available, already known without confidentiality obligations, independently developed, or lawfully received from a third party.

SECTION 21: DISCLAIMERS

The Services are provided on an “as is” and “as available” basis, except as expressly stated in this Agreement.

HelloNote does not guarantee that the Services will be uninterrupted, error-free, or compatible with every system, device, browser, workflow, payer, or third-party service.

HelloNote does not provide medical, clinical, billing, coding, legal, tax, accounting, compliance, or professional advice.

Customer is responsible for clinical judgment, patient care decisions, billing decisions, documentation decisions, coding, payer submissions, compliance, and professional obligations.

SECTION 22: LIMITATION OF LIABILITY

To the maximum extent permitted by law, HelloNote will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or lost-profit damages, including loss of revenue, loss of goodwill, loss of data, business interruption, or substitute services.

To the maximum extent permitted by law, HelloNote’s total liability arising out of or relating to this Agreement will not exceed the amounts paid by Customer to HelloNote for the Services during the three months before the event giving rise to the claim.

Some jurisdictions do not allow certain limitations, so some limitations may not apply.

SECTION 23: INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless HelloNote from claims, damages, losses, liabilities, costs, and expenses arising out of or related to:

1. Customer’s use of the Services.
2. Customer data.
3. Customer’s violation of this Agreement.
4. Customer’s violation of law or third-party rights.
5. Customer’s clinical, billing, coding, documentation, payer, employment, or professional decisions.
6. Customer’s failure to obtain required consents, authorizations, permissions, or notices.

SECTION 24: SUSPENSION

HelloNote may suspend access to the Services if:

1. Customer fails to pay fees when due.
2. Customer’s use creates a security, legal, compliance, operational, or technical risk.
3. Customer violates this Agreement.
4. Suspension is required by law or a third-party service provider.
5. HelloNote reasonably believes suspension is necessary to protect HelloNote, Customer, patients, other customers, or third parties.

HelloNote will make reasonable efforts to provide notice before suspension where practical.

SECTION 25: TERMINATION

Either party may terminate this Agreement if the other party materially breaches the Agreement and fails to cure the breach within a reasonable period after written notice.

HelloNote may terminate or suspend the Services immediately if continued access presents a legal, security, compliance, financial, or operational risk.

Upon termination, Customer’s right to access the Services ends, except as otherwise provided for data export, legal retention, or transition assistance.

SECTION 26: DATA EXPORT AFTER TERMINATION

Customer may request export of Customer data within [INSERT NUMBER] days after termination, subject to account standing, technical feasibility, applicable law, and HelloNote’s data export procedures.

After the export period, HelloNote may delete, archive, retain, or restrict access to Customer data in accordance with applicable law, backup practices, retention requirements, and internal policies.

SECTION 27: CHANGES TO THIS AGREEMENT

HelloNote may update this Agreement from time to time.

If changes are material, HelloNote will provide reasonable notice through the website, account dashboard, email, checkout page, or other reasonable means.

Continued use of the Services after the effective date of updated terms means Customer accepts the updated Agreement.

SECTION 28: GOVERNING LAW

This Agreement is governed by the laws of the State of [INSERT STATE], without regard to conflict of law principles.

The parties agree to resolve disputes in the courts located in [INSERT COUNTY AND STATE], unless otherwise required by law or agreed in writing.

SECTION 29: ASSIGNMENT

Customer may not assign this Agreement without HelloNote’s prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee agrees to be bound by this Agreement.

HelloNote may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of the Services.

SECTION 30: FORCE MAJEURE

Neither party will be liable for delay or failure to perform due to events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, internet or utility failures, cyberattacks, government actions, third-party service failures, or other events beyond reasonable control.

SECTION 31: NOTICES

Notices to HelloNote must be sent to:

HelloNote Purchaser, LLC
447 Broadway #435
New York, NY 10013 U.S.A.
Email: [INSERT LEGAL EMAIL]

Notices to Customer may be sent to the account owner email, billing contact, admin user, in-product notification, or other contact information associated with Customer’s account.

SECTION 32: ENTIRE AGREEMENT

This Agreement, together with any applicable order form, checkout terms, Business Associate Agreement, Privacy Policy, Terms of Service, and incorporated policies, forms the entire agreement between the parties regarding the Services.

If there is a conflict between this Agreement and an order form, the order form controls for commercial terms. If there is a conflict between this Agreement and the Business Associate Agreement regarding PHI, the Business Associate Agreement controls.

SECTION 33: ACCEPTANCE

By signing, clicking to accept, creating an account, starting a trial, purchasing a subscription, or using the Services, Customer agrees to this Subscription Agreement.