Terms of Service

Notewell Platform Service Agreement

This is a legal agreement between each user ("you" or the "Organization") that accepts this Platform Services Agreement (the "Agreement") and Notewell, Inc. ("Notewell," "we," "us," or "our"). The Organization accepts this Agreement by: (a) clicking a box to execute an Order Form through our online sign-up process, or (b) directly executing an Order Form that references this Agreement. If you are accepting this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates. This Agreement is effective as of the date of Organization's acceptance (the "Effective Date"). The parties agree as follows:

‍

Your Consent to This Platform Service Agreement

Please read this Agreement carefully to understand our practices regarding your information and how we handle it. By accessing or using Notewell’s Services, you consent to the terms of this Policy. If you do not agree, please discontinue use of Notewell’s Services. We may update this Policy from time to time. The date at the top indicates the most recent revision. Your continued use of Notewell’s Services after any changes indicates acceptance of the updated Policy.

‍

1. Services

Notewell operates a proprietary technology platform designed to help Organizations and their Users capture and manage notes more efficiently (the "Platform"). The Platform includes, but is not limited to:

  1. Scribe: An AI notetaker that can listen (with appropriate permissions), transcribe, and generate draft progress notes to be reviewed and finalized at the discretion of a User.
  2. Assist: An AI suggestion engine that provides relevant content to Users before, during, or after a session for a given Patient, which can be reviewed and utilized at the User's discretion.

Clients may interact with the Platform via web or mobile applications. Collectively, the Platform, any related Documentation (defined below), Notewell Data (defined below), the Notewell API, and all features and functionality thereof are referred to as the "Services."

Certain Organizations and their Users may have access to specific feature sets of the Platform based on their chosen pricing plan or subscription level, as described in an Order Form or during self-service registration.

‍

2. INTERPRETATION AND DEFINITIONS

For the purposes of this Agreement:

The terms "include," "includes," and "including" are deemed to be followed by "without limitation."

‍

"Organization Data" means any data submitted or made available by Organization to Notewell, or collected by Notewell on behalf of Organization, through the Services, including Personal Data, but excluding (i) publicly available data, (ii) data previously obtained by Notewell, or (iii) data acquired by Notewell independent of this Agreement.

‍

"User(s)" means a professional affiliated with the Organization who provides services to clients and accesses the Services through the Organization.

‍

The "Documentation" means any user guides, help information, or other written or electronic materials describing the functionality, operation, or use of the Services that Notewell may deliver or make available to the Organization or to a User, including any updates from time to time.

‍

"Notewell Data" means the data we make available to you in connection with the Services, including but not limited to data sets, databases, data learnings, and derivative works generated, resulting from, or derived from the machine learning, algorithms, analyses, enhancements, translations, processing, combination, or modification of third-party or proprietary data. Notewell Data does not include Organization Data.

‍

"Client" means any individual seeking assistance from or through the Organization who utilizes the Services.

‍

"Personal Data" means any information that Notewell collects, receives, or obtains from or on behalf of the Organization that identifies a specific individual (or may be used to identify a specific individual) and that may be protected under applicable law as personally identifiable information.

‍

This Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting the instrument.

‍

3. LICENSE GRANT
  1. License Grant. Subject to the terms and conditions of this Agreement, Notewell grants the Organization a revocable, non-exclusive, and non-transferable right and license during the Term (defined below) to access and use the Services as set forth in the applicable Order Form.
  2. License Restrictions. Neither the Organization nor any User may, 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) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
  • (v) remove any proprietary notices from the Services or any other materials furnished or made available by Notewell;
  • (vi) publish or disclose to third parties any evaluation of the Services;
  • (vii) use the Services in any automated or manual tools designed to create virus signatures, detection routines, or other data/code for detecting malicious code;
  • (viii) use the Services to build or provide a product or service that is competitive to Notewell, or copy any features, functions, or graphics of the Services; or
  • (ix) make the Services available to anyone other than the Organization, its Users, and its Clients.
  1. API License. If provided in the applicable Order Form, Notewell grants the Organization a revocable, nonexclusive, nontransferable, and non-assignable license to access and use the Notewell API solely as necessary to utilize the Services under this Agreement.
  2. License Grant to Notewell. The Organization and each of its Users grant Notewell, for the duration of this Agreement, a non-exclusive, non-transferable, and non-sublicensable license to use Organization Data and the Organization's trademarks and logos ("Marks") as needed to provide the Services or as otherwise set forth in this Agreement. The Organization reserves all ownership and other rights in the Organization Data and the Marks not expressly granted herein. For clarity, the Organization and its Users understand that they may not be the exclusive owners of Organization Data if that data arises from multiple sources.
  3. License Restrictions for Notewell. Notewell's license to use the Marks is subject to the following restrictions:
  • (a) Notewell shall not use any Marks in a manner that suggests they are owned by anyone other than the Organization.
  • (b) Notewell shall comply with any trademark guidelines or other reasonable requirements provided by the Organization in writing and attached to this Agreement regarding the style, design, display, and use of its Marks.

‍

4. PASSWORDS AND SECURITY
  1. Organization Security and Passwords. The Organization is solely responsible for all activities occurring under its account and is solely responsible for maintaining the security of its account, including passwords. The Organization agrees to notify Notewell immediately of any unauthorized use of the Organization's account or any other security breach. Notewell is not liable for any loss or damage arising from the Organization's failure to comply with these obligations.
  2. Notewell Security. Notewell implements and maintains commercially reasonable security precautions designed to prevent unauthorized access to Organization Data. However, the Organization acknowledges that use of the internet provides the possibility for unauthorized third parties to circumvent such security precautions.
  3. Privacy. Notewell will not disclose Organization Data except if compelled by law, permitted by the Organization or User, or pursuant to Notewell's Privacy Policy, which is available at https://www.notewell.ai/privacy-policy (the "Privacy Policy"). The Privacy Policy is incorporated by reference. If there is any conflict between this Agreement and the Privacy Policy, the terms of this Agreement control.

‍

5. INTELLECTUAL PROPERTY AND OWNERSHIP
  1. Organization Data. The Organization owns and will retain all intellectual property rights in and to Organization Data as well as its trademarks, service marks, copyrights, and trade secrets. The Organization grants Notewell a revocable, non-exclusive, worldwide, royalty-free license to access, process, modify, reproduce, create derivative works of, display, and disclose the Organization Data solely to provide the Services. Notewell shall not sell, assign, or provide Organization Data to any third party without the Organization's prior written consent.

Notwithstanding the foregoing, the Organization acknowledges that Notewell may create, compile, or use data derived from the Organization Data in a de-identified, anonymous, and aggregated format ("De-Identified Data"). De-Identified Data does not identify the Organization, its Users, or its Clients. Notewell owns all rights, title, and interest in and to the De-Identified Data and may use or share it for any legally permissible purpose.

  1. Platform and Services. Notewell owns all intellectual property rights associated with the Platform and Services, including any software and Notewell Data. The Organization shall not remove or alter any copyright, patent, or trademark notices on the Platform or Services. Notewell reserves all intellectual property rights not expressly granted to the Organization hereunder.

Any improvements, enhancements, or modifications to the Services, whether or not based on input or feedback from the Organization, shall belong solely to Notewell. The Organization hereby irrevocably assigns any rights it may have in such improvements, enhancements, or modifications to Notewell.

‍

6. ORGANIZATION OBLIGATIONS

  1. Conduct. The Organization is solely responsible for its own actions and the actions of its Users in connection with the Services. The Organization agrees, on behalf of itself and its Users:
  • (a) to comply with all terms of this Agreement;
  • (b) to abide by all laws and regulations, including laws applicable to the export of technical data from the United States and any laws governing wireless, email marketing, and advertising;
  • (c) not to upload or distribute content that contains viruses, corrupted files, or other software or programs that may damage operations;
  • (d) not to use the Services for illegal, fraudulent, unethical, or inappropriate purposes;
  • (e) not to interfere or disrupt networks connected to the Services or interfere with others' use of the Services;
  • (f) not to distribute, promote, or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable content;
  • (g) not to transmit or post any material that encourages conduct constituting a criminal offense or that could give rise to civil liability; and
  • (h) to comply with all regulations and policies of Notewell and its service providers, as periodically updated.

Notewell has the right (but no obligation) to remove content from the Services that violates these terms.

  1. Consents. The Organization will ensure that its collection, storage, and safeguarding of data related to its Clients meets industry privacy and security standards and complies with all applicable laws. The Organization is responsible for obtaining necessary consents from its Clients (and/or employees, if applicable) before submitting any Personal Data or other information (including billing information) to Notewell or through the Services.

The Organization will maintain—and ensure its Users maintain—privacy policies sufficient to inform its Clients about how their data is collected, processed, and shared, including any use of the Services. These privacy policies must include disclosures and terms allowing for (a) the collection and processing of data from Clients, including personally identifiable information, (b) the use of such information as contemplated in this Agreement and any Order Form, and (c) the processing of Personal Data by Notewell or its service providers.

‍

7. FEES AND TAXES
  1. Fees. The Organization agrees to pay the fees set forth in the applicable Order Form ("Fees") for the Services. All Fees are stated in U.S. dollars and are non-refundable unless otherwise explicitly stated in this Agreement.
  2. Additional Charges. The Organization shall reimburse Notewell for reasonable, pre-approved travel, living, and other out-of-pocket expenses incurred by Notewell in connection with delivering the Services.
  3. Payments. Unless otherwise stated in the Order Form, all Fees are due within thirty (30) days of the invoice date. Any undisputed payment not received by its due date may accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, until paid. The Organization shall also pay any costs (including reasonable legal fees) incurred by Notewell in collecting overdue payments.
  4. Taxes. All Fees are exclusive of any taxes. The Organization is responsible for all sales, use, excise, or similar taxes assessed by any governmental entity on the Services, other than taxes on Notewell's income. If Notewell is required to pay such taxes, the Organization shall promptly reimburse Notewell upon receiving proof of payment.

‍

8. TERM

This Agreement begins on the Effective Date stated in the applicable Order Form (or upon self-service registration) and continues for the initial period specified therein (the “Term”), unless terminated earlier in accordance with this Agreement. If no period is stated, the initial Term is one (1) year. After the initial Term, the Agreement automatically renews for successive 12-month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current Term.

Cookies and Related Technology

We may use cookies (small text files stored on your browser) to improve our Website functionality, deliver certain features, or track aggregated data about Website usage. You may disable cookies in your browser settings, but this may limit some functionalities of Notewell’s Services.

‍

9. TERMINATION AND SUSPENSION
  1. Breach. Either party may terminate this Agreement by written notice if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of receiving notice describing the breach.
  2. Insolvency. Either party may terminate this Agreement immediately if:
  • (i) the other party has a receiver appointed for it or its property,
  • (ii) the other party initiates or is the subject of liquidation or bankruptcy proceedings under Chapter 7 (or any similar insolvency law), or
  • (iii) the other party is liquidated or dissolved.
  1. Suspension. Notewell may suspend or terminate the Organization's and its Users' access to the Services, in its sole discretion, with or without notice, if:
  • (i) any payment is more than sixty (60) days overdue; or
  • (ii) the Organization or a User breaches

Section 6 of this Agreement.

  1. Effect of Termination. Notewell is not liable to the Organization or any User for suspension or termination of access to the Services. If the Organization terminates this Agreement for Notewell's uncured material breach, the Organization is obligated to pay for the Services used through the date of termination, but no further Fees. If the Organization terminates this Agreement without cause, or if Notewell terminates for the Organization's uncured material breach, the Organization shall pay any unpaid fees for the remainder of the Term.

Upon the effective date of termination, (a) the Organization must immediately cease all use of the Services, and (b) Notewell must immediately cease using the Organization's Marks. The following sections will survive termination: Sections 5, 7, 9, 10, 11, 12, 13, and 16.

‍

10. CONFIDENTIALITY
  1. Obligations. Each party agrees to maintain the confidentiality of the other party's proprietary or non-public information disclosed in connection with this Agreement and marked or identified as confidential, or which a reasonable person should understand to be confidential ("Confidential Information"). The terms of this Agreement and any discussions about the Services are deemed Confidential Information. Confidential Information includes trade secrets, proprietary software, business plans, customer/client lists, Personal Data, and other materials that the disclosing party designates as confidential or that, by nature, should be treated as such.

The receiving party will not disclose, use, transmit, or make available Confidential Information except as necessary to perform its obligations under this Agreement, and it will exercise at least reasonable care to protect the confidentiality of such information. The receiving party will restrict access to Confidential Information to those employees or agents requiring access to fulfill obligations under this Agreement, provided those persons are bound by confidentiality obligations at least as protective as those herein. Upon termination, the receiving party shall return or destroy (at the disclosing party's option) any remaining Confidential Information.

  1. Exclusions. Confidential Information does not include any information that:
  • (i) was already known to the receiving party at the time of disclosure without confidentiality obligations;
  • (ii) is or becomes publicly known through no wrongful act of the receiving party;
  • (iii) is obtained by the receiving party from a third party without breach of any confidentiality obligations; or
  • (iv) is independently developed by the receiving party without using or referring to the disclosing party's Confidential Information.

If the receiving party is required by law or court order to disclose Confidential Information, it must promptly notify the disclosing party (unless prohibited by law) to allow the disclosing party an opportunity to seek a protective order or otherwise oppose the disclosure.

‍

11. WARRANTY
  1. Mutual. Each party represents and warrants that:
  • (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
  • (b) the execution and performance of this Agreement does not violate any law or existing agreements; and
  • (c) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.
  1. Organization. The Organization represents and warrants that it will ensure its Users comply with this Agreement, and that it has all rights and permissions necessary to provide and use Organization Data in connection with the Services.
  2. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 11, NOTEWELL MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTEWELL DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR MEET ALL REQUIREMENTS. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

Notewell is not responsible for delays, delivery failures, or losses resulting from the transfer of data over communications networks (e.g., the internet) or from any inability to access accurate data from third-party systems.

‍

12. IDEMNIFICATION
  1. By Organization. The Organization shall indemnify, defend, and hold harmless Notewell, its affiliates, directors, officers, employees, and agents from any third-party claim arising out of the Organization's or its Users' breach of this Agreement, provided that: (i) the Organization is promptly notified in writing of the claim (failure to notify only relieves the Organization of responsibility to the extent such failure materially prejudices the Organization's ability to defend); (ii) the Organization has sole control of the defense and/or settlement; and (iii) Notewell provides reasonable cooperation in the defense. The Organization shall not settle any claim that requires admission of wrongdoing by Notewell without Notewell's prior written consent.
  2. By Notewell. Notewell shall indemnify, defend, or at its option settle any claim that the Services (excluding any third-party software used in connection with the Services), when used in accordance with this Agreement and Documentation, violate any applicable U.S. patent, copyright, or trademark that is registered as of the Effective Date, and Notewell shall pay any final judgment awarded or settlement amount agreed to. Notewell's obligations arise only if: (i) it is promptly notified in writing; (ii) it has sole control of the defense and settlement; and (iii) the Organization provides reasonable cooperation.

If the Services are, or in Notewell's opinion may be, enjoined, Notewell may (a) obtain the right for the Organization to continue using the Services, (b) replace or modify the Services to make them non-infringing, or (c) terminate the Agreement and refund any prepaid fees prorated for the remaining portion of the Term.

Notewell will have no obligation under this Section 12.2 if the claim is based on: (1) use of the Services with third-party products if the claim would have been avoided without such combination; (2) modifications to the Services not authorized by Notewell; (3) the use of a version of the Services no longer current, if the claim would have been avoided by using the current version; or (4) any act or omission by the Organization or a User for which the Organization is obligated to indemnify Notewell under Section 12.1.

THIS SECTION 12.2 STATES NOTEWELL'S ENTIRE LIABILITY AND THE ORGANIZATION'S AND USERS' EXCLUSIVE REMEDY FOR ANY CLAIMS OF VIOLATION, INFRINGEMENT, OR MISAPPROPRIATION RELATED TO THE SERVICES.

‍

13. LIMITATION OF LIABILITY

If ownership of Notewell changes, your Information may be transferred to the new owner so that Notewell’s Services can continue. In such an event, your Information would remain subject to the terms of the existing Privacy Policy or subsequent updates, as permitted by law.

‍

  1. Limitation on Direct Damages. EXCEPT FOR NOTEWELL'S INDEMNIFICATION OBLIGATIONS IN SECTION 12.2, IN NO EVENT SHALL NOTEWELL'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY THE ORGANIZATION FOR THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, NOTEWELL'S TOTAL INDEMNIFICATION OBLIGATION UNDER THIS AGREEMENT SHALL NOT EXCEED FIFTY THOUSAND DOLLARS (US$50,000).
  2. Waiver of Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA OR PROFITS), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

‍

14. Marketing

The Organization and Notewell may mutually agree to issue a press release announcing the Organization's use of the Services within a reasonable time following the Effective Date. Notewell may use the Organization's name and Marks in a general list of customers and in its marketing materials and website to indicate the Organization's use of the Services.

‍

15. NON-SOLICITATION

During the Term and for twelve (12) months thereafter, neither party will knowingly solicit or hire any employees of the other party directly involved in performance under this Agreement, without the other party's prior written consent.

‍

16. General

  1. Notices. All notices must be in writing and delivered (a) in person, (b) by email with receipt confirmed, (c) by overnight courier with tracking, or (d) by certified or registered mail, return receipt requested. Notices to Notewell shall be sent to the address (and to the attention) set forth in the Order Form or otherwise provided, and notices to the Organization shall be sent to the address on file or provided in the Order Form.
  2. Governing Law and Jurisdiction. This Agreement is governed by the laws of the State of [], without regard to its conflict-of-law principles. Each party irrevocably submits to the exclusive jurisdiction of the state or federal courts located in []. Each party waives the right to a jury trial in connection with any claims or disputes arising from or related to this Agreement.
  3. Dispute Resolution. The parties agree to attempt to resolve disputes in good faith. Either party may request that the other party's executive management meet to resolve a dispute. If unresolved within thirty (30) days, either party may pursue formal legal action. This requirement does not apply if a statute of limitations or similar deadline is imminent, or if a party seeks injunctive or other equitable relief.
  4. Relationship of the Parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, franchise, or agency relationship.
  5. Assignment. Neither party may assign its rights or obligations under this Agreement without the other party's prior written consent, which will not be unreasonably withheld. However, either party may assign this Agreement in its entirety, without consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempted assignment in breach of this provision is void. This Agreement is binding on and inures to the benefit of the parties, their successors, and permitted assigns.
  6. Force Majeure. Neither party will be liable for any delay or failure to perform due to causes beyond its reasonable control (e.g., acts of God, strikes, internet slowdowns, or acts of government or terrorism).
  7. Headings. Section headings are for reference only and have no legal effect.
  8. Construction. This Agreement is the result of arm's-length negotiations. If any provision is held illegal, invalid, or unenforceable, the remaining provisions remain in full force and effect.
  9. Counterparts and Signatures. This Agreement and any Order Forms may be executed in one or more counterparts (including electronic and PDF copies), each of which is deemed an original, but all of which together constitute one agreement. Electronic signatures shall have the same effect as original signatures.
  10. Entire Agreement. This Agreement, together with all Order Forms, exhibits, and addenda, constitutes the entire agreement and supersedes all prior and contemporaneous agreements regarding its subject matter. No amendment to this Agreement is effective unless in writing and signed (or electronically accepted) by the party against whom enforcement is sought. In the event of a conflict between the terms in the body of this Agreement and an Order Form, the Order Form controls as to the specific conflict. Terms in any Organization purchase order or other document not expressly included in the Agreement are null and void.

Each party has caused this Agreement to be executed by its duly authorized representative on the Effective Date set forth in the applicable Order Form.

‍

Contact Information

For questions or comments about this Platform Service Agreement, please contact us:

Email: team@notewell.ai

‍

‍

‍