Terms of Service

1. Introduction

By using the Services, visiting the website https://www.clinicalnotes.ai/ (the “Website”), and/or using the web application, iOS application, android application, browser extension or any other service provided by Clinical Notes AI Inc. (“Company”, "we", "our", or "us"), you acknowledge that you have read, understood, and agree to be legally bound by these terms and conditions ("Terms of Service") and the terms and conditions of our privacy policy (the “Privacy Policy”), which are hereby incorporated into these Terms of Service and made a part hereof by reference (collectively, the “Agreement”). These Terms of Service apply to all users of our AI-based system. Please read these Terms of Service carefully. If you do not agree to any of the terms in the agreement, you may not access or use the Website or our Services

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Website, or to modify the Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Website. By continuing to access or use the Website after we have posted a modification on the Website, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Website.

The term “Services” includes all the software, applications, widgets, tools, and functionality made available through the Services, including our platform, any help desk system, connectivity APIs, and related support services and third-party services. Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term “Services.”

2. Privacy
Your privacy is extremely important to us. Our use of any data submitted or made available by you to Clinical Notes AI Inc., is governed by our Privacy Policy, which is incorporated into these Terms of Service by reference.

3. User Account

To access and use our Services, you will be required to create a user account. You are responsible for maintaining the confidentiality of your account and password and are responsible for all activities that occur under your account. Your email will remain in our database and the password you create will be encrypted. If you use Google, Apple, and/or Microsoft for authentication services, we leverage the tokens associated with your credentials. We shall have no liability for any loss or damage arising from your failure to comply with these requirements.

4. Data and Services

You acknowledge that the functionalities of our Services involve the use of artificial intelligence and machine learning and while we seek to ensure accuracy of our Services, due to the probabilistic and rapidly evolving nature of such functions, our Services may in certain circumstances be inaccurate, incomplete or inappropriate. While we continue to work on improving the accuracy, reliability and safety of our Services, it is your responsibility to evaluate the accuracy of any content generated by our Services as appropriate, including by undertaking a manual review of content generated by our Services, to ensure that it appropriately reflects the information you have inputted, before such content generated by our Services is further used or relied upon.

We will make reasonable efforts to keep the Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Services, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the Services or any function or feature thereof. You understand and agree that Company has no obligation to maintain, support, upgrade, or update the Services, or to provide all or any specific content through the Services.

You understand that the Services are not intended as a back-up service or to provide any other cloud services and you agree that you shall be solely responsible to download and back up any records or information you may require in the future once the records or information are provided to you for the first time.

5. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms of Service, and any other agreement between you and Clinical Notes AI Inc. Unauthorized use of our Services may give rise to a claim for damages and/or be a criminal offense.

You shall not, and shall not permit any third party to, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) remove any proprietary notices from the Services or any other Clinical Notes AI Inc., materials furnished or made available hereunder; (v) publish or disclose to third parties any evaluation of the Services; (vi) use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data; (vii) use the Services to build or provide a competitive product or service, or copy any features, functions or graphics of the Services; or (ix) make the Services available to anyone other than yourself.

You further understand and agree that Company is not responsible or liable for any advice, course of treatment, diagnosis, or any other information or service you provide to any patient or other individual; or for the accuracy, completeness, or suitability of any data, information, or summary provided by the Services. You understand and agree not to rely on the Services or any output of the Services, for making mental health or other healthcare related decisions.

6. Limitation of Liability

Our Services and all information are provided on an "as-is" and "as available" basis, without any warranties of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. In no event will we be liable for any loss or damage, whether direct, indirect, consequential, or otherwise, arising from your use of our Services, or reliance on any information provided by our Services.

IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE FEES PAID TO IT UNDER THIS AGREEMENT FOR THE SERVICES FOR THE PERIOD OF SIX (6) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. FURTHER, NOTWITHSTANDING THE FOREGOING, IN NO EVENT WILL THE COMPANY’S INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT OR ANY ORDER FORM EXCEED $50,000.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Intellectual Property

1. Ownership of Intellectual Property:

All rights, including copyrights, patents, trademarks, and trade secrets in the Services and Clinical Notes AI (the "Application"), including but not limited to its software, documentation, user interface, design, text, graphics, sounds, and any other material related to the Application, are owned by Clinical Notes AI Inc., or its licensors. The use of the Application does not grant the User any intellectual property rights or any other rights in or related to the Application, other than the rights to use the Application in accordance with these Terms of Service. You shall preserve intact all applicable Clinical Notes AI Inc., copyright, patent and/or trademark notices presented in connection with the Application and/or Services. The Company reserves all intellectual property rights that are not expressly granted to you under this Agreement, and you will not assert any implied rights in or to any of the Company’s intellectual property rights. The Company shall own all intellectual property rights in and to any improvements, upgrades, modifications or enhancements to the Services and Application. If you have been involved in the development process by contributing in any manner, including but not limited to, input, ideas or feedback on the same, any right that you may have due to such involvement is hereby irrevocably transferred to Clinical Notes AI Inc.

2. Protection of AI-generated Content:

The AI-assisted documentation generated through the Application ("AI Documentation") are proprietary to you or your organization. Users are granted a limited, non-exclusive, revocable license to use the AI Documentation solely for the purpose of facilitating health services. Any other use, reproduction, redistribution, or derivative works made from the AI Documentation, without the express written consent is strictly prohibited.

3. User Content:

Users retain all intellectual property rights in and to the original content they provide or input into the Application (“User Content”). However, by using the Application, Users grant the Company a non-exclusive, royalty-free, worldwide, transferable, sublicensable license to: (a) access and use your account in order to process, modify, reproduce, create derivative works of, display and disclose the User Content as reasonably necessary in order to provide the Services, and (b) access and use any third party technology subscription services to which you subscribe as necessary to provide the Services hereunder. You represent and warrant that you own all User Content or have permission from the rightful owner to use each of the elements of the User Content, including in connection with the Services, and to otherwise grant to the Company the rights and licenses granted herein. We shall not sell, assign or provide any User Content to any third party without your prior written consent. Notwithstanding anything to the contrary contained herein, to facilitate innovation and to further develop the Services, Clinical Notes AI Inc., reserves the right to compile, collect, copy, modify, publish and use the data generated from your use of the Services along with AI Documentation and any User Content made available to Clinical Notes AI Inc., hereunder, in de-identified, anonymous and aggregate form for analytical and other business purposes (collectively, the “De-Identified Data”). De-Identified Data is not User Content. Clinical Notes AI Inc., shall own all right, title and interest in and to the De-Identified Data and may use and share it for any purposes permitted under applicable law.

4. Feedback:
   If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like (“Feedback”), such Feedback may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Feedback, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Feedback without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

5. Infringement:
   If any content in the Application or the use of the Application infringes the intellectual property rights of a third party, Users shall promptly notify the Company. The Company reserves the right, at its sole discretion, to modify or remove any content that is alleged to infringe upon third-party intellectual property rights.

6. Termination:
   If a User's access to the Application is terminated for any reason, the User's rights to use the Application, including any AI Notes, shall cease immediately. Any provisions of this Intellectual Property Clause that, by their nature, should survive termination will survive, including but not limited to ownership provisions, warranty disclaimers, and limitations of liability.

8. External Sites

The Website may contain links to third-party websites (“External Sites”). These links are

provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the Website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

9. Changes to Terms of Service

We reserve the right to update or modify these Terms of Service at any time, without prior notice. Your continued use of the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

10. Termination
We reserve the right, in our sole discretion, to restrict, suspend, or terminate the Agreement and/or your access to all or any part of the Website or Services, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website or Services at any time without prior notice or liability.

We shall not be liable to you or any third party for suspension or termination of your access to, or right to use, the Services under this Agreement. If you terminate this Agreement or if the Company terminates this Agreement, you will be obligated to pay the balance due for the Services up to the date of termination. Upon the effective date of termination of this Agreement for any reason, your access to the Services will terminate and you shall cease accessing and using the Services immediately. Sections 6, 7, 10, 11, 12, 13 and 14 of this Agreement shall survive termination for any reason.

11. Confidentiality
Each of the parties agrees to maintain in confidence any proprietary or non-public information of the other party, whether written or otherwise, disclosed by a party in the course of performance of this Agreement that a party knows or reasonably should know is considered confidential by the disclosing party (“Confidential Information”). The parties hereby agree the terms and conditions of this Agreement, and any discussions related to the Services shall be considered Confidential Information. Confidential Information also includes: (i) trade secrets and proprietary information (including that of any client, supplier or licensor); (ii) customer/patient lists, client lists, business plans, information security plans, business continuity plans, requests for proposals or requests for information and responses to such requests that the parties may change, and proprietary software programs; (iii) any Personal Data; and (iv) any other information received from or on behalf of a disclosing party that is marked confidential or that the recipient of the information should reasonably be expected to know is confidential. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees or agents who require access in order to perform their obligations under this Agreement and who agreed to be bound by these obligations of confidentiality and non-disclosure.

Confidential Information shall not include any information that is: (i) already known to the receiving party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving party; (iii) subsequently disclosed to the receiving party on a non-confidential basis by a third party not having a confidential relationship with the other party hereto that rightfully acquired such information; or (iv) communicated to a third party by the receiving party with the express written consent of the other party hereto. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this Agreement; provided the receiving party provides prompt notice of any such subpoena, order, or the like to the other party so that such party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

“Personal Data” means any information that the Company collects, receives, or obtains from or on behalf of you that does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located, such as the individual’s name, address, social security number, or any information that applicable law proscribes as personally identifiable information.

12. Indemnification

You shall indemnify, defend and hold harmless Clinical Notes AI Inc., its affiliates, directors, officers, employees, or agents from, or, at its option, settle, any third party claim or suit arising from (i) your breach of this Agreement; (ii) your misuse of the Website, and/or the Services; and/or (iii) your violation of any third-party rights, including without limitation any copyright, trademark, property, publicity, or privacy right; provided (i) you are promptly notified in writing of such claim or suit (but provided further that failure to so notify shall not be deemed a waiver of your obligations hereunder except to the extent such failure materially prejudices your ability to so indemnify), (ii) you or your designee has sole control of such defense or settlement, and (iii) Clinical Notes AI Inc., gives all information and assistance reasonably requested by you or such designee. Notwithstanding the foregoing, under no circumstance may you enter into a settlement that requires or results in Clinical Notes AI Inc., admitting to any wrong doing.

13. Governing Law

These Terms of Service are governed by the laws of the United States of America and the laws of the State of Delaware, without regard to its conflict of law principles. Each party hereby irrevocably submits to the exclusive jurisdiction of the state Courts within the State of Delaware. Should any state or country's existing legislation require local law to be applied, we will abide by that requirement. Each party further hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

In case of an action to enforce any rights or conditions of this Agreement, or appeal from said proceeding, it is mutually agreed that the losing party in such suit, action, proceeding or appeal shall pay the prevailing party’s reasonable attorney fees and costs incurred.

14. Equitable Relief

You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Delaware for purposes of any such action by us.

15. Compliance with Applicable Laws

The Website is based in the United States. We make no claims concerning whether the Website and/or the Services may be viewed or be appropriate for use outside of the United States. If you access the Website and/or the Services from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

16. Contact Information

If you have any questions about these Terms of Service, please contact us through our website.

17. Miscellaneous
These Terms of Service constitute the entire agreement between us relating to the subject matter of these Terms of Service and supersedes and cancels any previous agreement, understanding or arrangement whether written or oral.

If any part or provision of these Terms of Service are invalid, unenforceable or in conflict with the law, the invalid or unenforceable part or provision will be replaced with a provision which, as far as possible, accomplishes the original purpose of the part or provision. The remainder of these Terms will be binding on the parties.

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of these Terms of Service and the transactions contemplated by it.

The parties to this Agreement are independent entities, and no agency, partnership franchise, joint venture or employee-employer relationship is intended or created by this Agreement.

Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control including, without limitation, acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements.

18. Consent
By using our Website or Services, you hereby consent to our Terms of Service and agree to its terms.

By clicking "I Agree," you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them.