Last Updated: October 12, 2026

Introduction

PLEASE READ THESE TERMS OF SERVICE (THE “TERMS”) CAREFULLY. These Terms apply to and govern access to and use of any website, mobile website, social media site, software, email exchange of information, and any other digital platform, including any services, features, pages, and functions contained or offered therein (collectively the “Service”), that are owned, operated, or provided by NoteIQ, Inc. or any of its subsidiaries, divisions, and affiliates (“NoteIQ,” “us,” “we,” or “our”).

As used in these Terms: “Customer” means any business, agency, or other person or entity that contracts with NoteIQ for access to and use of the Service. “Authorized User” means an individual member of Customer’s personnel, including an employee, contractor, or agent of Customer, whom Customer authorizes to access and use the Service on Customer’s behalf.  “Patient” or “Individual” means an individual who is the subject of records, data, or other information processed through the Service and who does not contract with NoteIQ. References to “you” or “your” in these Terms refer to Customer and its Authorized Users, as applicable. If you access or use the Service, or accept these Terms, on behalf of a Customer or any other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “your” shall also refer to that entity. If you do not have such authority, you must not accept these Terms or access or use the Service on behalf of that entity.

NoteIQ offers the Service, including all information, tools, services, goods, and products available through the Service, to you conditioned upon your acceptance of all terms, conditions, policies, and notices stated herein or incorporated by reference. Please read these Terms carefully before using our Service or making any transaction, order, or purchase. By making any transaction, order, or purchase, or by visiting or otherwise using the Service in any manner, you acknowledge, accept, and agree to be bound and abide by these Terms. You also acknowledge, agree, and consent to the terms of our Privacy Policy ([INSERT LINK]) which is incorporated herein by reference. If for any reason you do not accept and agree to these Terms or those set forth in the Privacy Policy, then accessing the Service is strictly prohibited and you must immediately exit.

By using the Service, you agree that you are at least the legal age of majority in the jurisdiction in which you reside. The Service is not targeted for use by children under the age of 18. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) OR THE AGE OF MAJORITY IN YOUR JURISDICTION, WHICHEVER IS GREATER, YOU ARE NOT AUTHORIZED TO USE THE SERVICE.

THESE TERMS AFFECT YOUR LEGAL RIGHTS, RESPONSIBILITIES, AND OBLIGATIONS, GOVERN YOUR USE OF THE SERVICE, ARE LEGALLY BINDING, LIMIT NOTEIQ’S LIABILITY TO YOU, REQUIRE YOU TO INDEMNIFY NOTEIQ, AND TO SETTLE CERTAIN DISPUTES THROUGH ARBITRATION. YOUR CONTINUED USE OF THE SERVICE AFFIRMS YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS OR ANY FUTURE MODIFICATIONS OR AMENDMENTS TO THESE TERMS, DO NOT USE OUR SERVICE.

We reserve the right to change these Terms at any time and at our sole discretion. Any nonmaterial changes to the Terms will be effective immediately upon posting and you agree to the new posted Terms by continuing your use of the Service. It is your responsibility to check periodically for any changes we may make to these Terms.

If we make any material changes, we will post notice on the Service, and if you have registered to use the Service, we will also send an email to you at the last email address you provided to us. You agree that such materially modified Terms will be effective thirty days after our notice to you, except for changes that relate to new features or that are necessary for compliance or legal reasons, which will become effective immediately. Your continued use of the Service after our provision of notice to you will constitute your affirmative acceptance to the modified Terms. If you do not agree to, or cannot comply with, the Terms as amended, you must stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s).

These Terms are written in the English language. We do not guarantee the accuracy of any translated versions of these Terms. To the extent any translated versions of these Terms conflict with the English language version, the English language version of these Terms shall control.

Accessing the Service and Account Security  

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

To access the Service, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current, and complete. You agree that all information you provide to register with this Service or otherwise, including, but not limited to, through the use of any interactive features on the Service, is governed by our 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 the Service 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 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 these Terms.

You are solely and fully responsible for all activities that occur under your username, password, or account. NoteIQ may assume that any transaction, order, purchase, or communications it receives through your account have been made by you unless we receive prior notice otherwise. NoteIQ expressly disclaims any liability from misuse of your account.  

You will not sell, transfer, or assign your account or any account rights. Accounts may only be set up by an administrator for an individual who is of the age of majority. We generally do not review accounts for authenticity and are not responsible for any unauthorized accounts that may appear on the Service. For any dispute as to account creation or authenticity, we shall have the sole right, but are not obligated, to resolve such dispute as we determine appropriate in our sole and exclusive discretion, with or without notice.

YOU ARE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE BY ANYONE USING YOUR PASSWORD AND IDENTIFICATION WHETHER OR NOT SUCH ACCESS TO AND USE OF THE SERVICE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS, TRANSMISSIONS, ORDERS, PAYMENTS, FINANCIAL TRANSACTIONS, AND OTHER OBLIGATIONS INCURRED THROUGH SUCH ACCESS OR USE.

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Artificial Intelligence

The Service uses Artificial Intelligence (AI) features to process information, generate AI outputs, and help Customer perform tasks. AI features of the Service are intended as documentation aids and are not intended for use as a medical device, or to provide medical advice, and do not make autonomous decisions. NoteIQ does not guarantee accuracy or completeness of AI output.  AI outputs may not be completely accurate and must be reviewed by qualified personnel including, where appropriate, licensed-clinician review and verification, before being relied upon.  AI processing and output does not substitute for human judgment. All data processing is in accordance with the Privacy Policy. Any AI output based on Customer Data is owned by Customer.

The AI features do not create a "voiceprint" or any record designed to identify people by their voice.

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HIPAA Compliance and Protected Health Information

NoteIQ provides the Service to help its Customer manage and process information including health information. The Customer owns all right, title, and interest in and to all data, Electronic Medical Records, Protected Health Information (“PHI”), patient files, and other materials uploaded, imported, recorded, or generated through the Service by Customer or its Authorized Users or on Customer's behalf, including recordings, transcripts, and AI outputs ("Customer Data"). Customer grants NoteIQ a limited, worldwide, non-exclusive, royalty-free license to host, copy, process, and transmit Customer Data strictly as necessary to provide, maintain, and support the Service. In compliance with applicable regulations, NoteIQ utilizes soft-deletion and immutable audit trails. Customers acknowledge that audit entries are never overwritten, and original signatures and documents are preserved to maintain point-in-time integrity.

There are two permitted ways to import and share Electronic Medical Records (EMRs) using the Service, depending on your operational needs:

• Send Specific Records: You may open a patient's Documents and Files, select a specific document, and use the send-by-email option. NoteIQ will deliver this document through a secure, password-protected link rather than as a plain file attachment. The recipient's access to this link is time-limited. Each send action and each view by the recipient is recorded in your immutable audit trail.

• Transfer the Patient's Care: To move a patient to another hospice or care facility, you must use the Transfer of Hospice discharge workflow from the patient's record. This process captures the reason for transfer, the effective date, and all required documentation as part of properly closing out care.

NoteIQ is not a covered entity under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and, to the extent applicable, acts solely as a business associate as defined in 45 C.F.R. § 160.103.  You understand that health data uploaded to the Service is Protected Health Information (“PHI”).  NoteIQ will handle any PHI processed through the Service in accordance with its agreements with you, including any applicable business associate agreement entered into pursuant to 45 C.F.R. § 164.504(e), and all applicable laws and regulations governing such PHI.  It is your sole responsibility to determine and to comply with all obligations arising from your status under HIPAA.

NoteIQ is built and operated to support the Customer's compliance with HIPAA regarding PHI. However, compliance requires your cooperation and consent to applicable rules and regulations. By using the Service, you agree to strictly abide by all applicable HIPAA regulations and other applicable data privacy laws.

You are solely responsible for accurately assigning roles and granting access to PHI within your workspace. Your ability to send documents or process a transfer depends on your assigned role and permissions. You agree to adhere to the principle of "least privilege" and ensure that your authorized users only access areas and documents that their specific work requires.

When sharing information outside of your organization, you agree to only share the minimum records needed for the intended purpose and to verify that the recipient is legally authorized to receive such records. You must ensure that third parties handling PHI on your behalf are covered by appropriate business associate agreements (“BAA”s). NoteIQ will execute a BAA where the Customer is a covered entity or business associate and PHI is involved in use of the Service. In such cases, NoteIQ's provision of the Service is subject to the terms of the separate BAA entered into between the Customer and NoteIQ.

This section will survive termination of these Terms.

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Voice Recording and Consent

The Service includes recording functionality for use in AI processing. When Customer or its Authorized Users use this functionality, the Service records the voices of the individuals participating in the recorded encounter or session, which may include Authorized Users, healthcare providers, Patients, caregivers, family members, and other individuals present. The Service uses these voice recordings, and any transcriptions derived from them, for AI processing to generate AI outputs as described in the Artificial Intelligence section of these Terms. Voice recordings, transcriptions, and AI outputs derived from them constitute Customer Data and are handled in accordance with these Terms, the Privacy Policy, and any applicable BAA.

Customer is solely responsible for (a) identifying and complying with all applicable recording, privacy, and consent laws, rules, and regulations in each jurisdiction in which the voice recording functionality of the Service is used or in which a recorded individual is located, including any laws requiring the consent of one or all parties to a recorded conversation; (b) determining the form, content, and timing of consent required in each such jurisdiction; (c) obtaining and documenting all required consents from each Patient or other person whose voice is recorded through the Service before any recording occurs; and (d) ensuring that each provider (including any physician, clinician, or other healthcare professional who uses the voice recording functionality or whose voice is recorded through the Service) has agreed, in a separate written agreement between Customer and such provider, to consent obligations appropriate to the use of the voice recording functionality in the applicable jurisdiction, including any obligation to obtain, confirm, and document required consents prior to recording.

The Service provides functionality that allows Customer and its Authorized Users to upload and store Patient consent records. This functionality is made available solely as a recordkeeping tool for Customer. NoteIQ does not obtain consent from any Patient, Individual, provider, or other person on Customer’s behalf; does not review, verify, or validate the existence, sufficiency, scope, or legal adequacy of any consent uploaded to or recorded in the Service; and assumes no responsibility for whether any consent has been obtained, documented, or maintained in accordance with applicable law. The availability of consent storage functionality does not modify, and shall not be construed as NoteIQ assuming, any of Customer’s obligations under this section.

Voice Recording Indemnification. Without limiting the Indemnification section of these Terms, and except to the extent prohibited under applicable law, Customer agrees to indemnify, defend, and hold harmless NoteIQ Indemnified Parties (as defined in the Indemnification section of these Terms) from and against any and all claims, lawsuits, liabilities, damages, and reasonable costs and expenses, including reasonable attorneys’ fees and costs, arising from or in connection with Customer’s or its Authorized Users’ failure to obtain, document, or maintain any consent required by applicable law for the recording of any individual through the Service or for the processing of such recordings, or Customer’s failure to comply with any other obligation under this section. The Indemnification Procedures set forth in the Indemnification section of these Terms shall apply to any claim for indemnification under this paragraph. This section will survive termination of these Terms.

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Intellectual Property Rights and Ownership of Service

The Service and all of its content, including without limitation all copyrights, patents, trademarks, service marks, and trade names, as well as all logos, text, design, graphics, logos, icons, images, audio clips, downloads, interfaces, code and software, as well as the selection and arrangement thereof, and all other intellectual property (collectively referred to as the “Content”), are all proprietary and owned or controlled by NoteIQ, our licensors, and certain other third parties. Content excludes Customer Data and AI outputs based on Customer Data. All right, title, and interest in and to the Content available via the Service is the exclusive property of and owned by NoteIQ, our licensors or certain other third parties, and is protected by United States and international copyright, trademark, trade dress, patent or other intellectual property and unfair competition rights and laws to the fullest extent possible.

These Terms permit you to use the Service and Content in accordance with these Terms and any other agreements between you and us relating to the Service. A limited, revocable, nontransferable, non-exclusive license is granted for Customer and its Authorized Users to access and use the Service for Customer's internal business operations during a subscription term. This is not a transfer of title, right, or interest in the Service or Content. The license does not give you the right to, and you are strictly prohibited from, copying the Content, modifying the Content, publicly displaying the Content, attempting to decompile or reverse engineer the Content, removing any copyright, trademark, or other proprietary notations from the Content, or otherwise infringing upon the intellectual property rights of NoteIQ or its licensors. This license shall automatically terminate if you violate any of these restrictions and may be terminated by NoteIQ at any time. Upon terminating your subscription or upon the termination of this license, you must destroy any downloaded NoteIQ materials in your possession whether in electronic or printed format. Except as expressly provided in these Terms, no assignments or license of intellectual property are granted by NoteIQ.

The sale or linking of our Service on or to any third-party e-commerce website, social media site, marketplace, or mobile application without our specific written consent is expressly prohibited.

NoteIQ owns or licenses and uses several trademarks on the Service, including but not limited to “NOTEIQ”, “INTELLIGENT CARE EFFORTLESSLY DOCUMENTED”, and related designs and logos. You must not use such marks without the prior written permission of NoteIQ or the owner. All rights reserved. All other names, logos, product and service names, designs, and slogans on the Service are the trademarks of their respective owners. Nothing contained in the Service should be construed as granting any license or right to use any trademark displayed on the Service without the express written permission of NoteIQ or such third party that may own the trademark.

Automatic Renewal and Cancellation of Subscription Policy

We offer our Customers a subscription option that is an automatic, recurring subscription to our services based on the options selected (each a “Subscription”). You can find specific details regarding your Subscription by logging into your account and accessing the subscription area or by emailing us at support@noteiq.com with your order number(s) and email address. Following purchase, we will email Customer's administrator a confirmation of the Subscription terms, fees, renewal date, and cancellation instructions.

Your NoteIQ subscription comprises three parts, which are managed by your account administrators from the Subscription area under the admin section:

• Plan: Your base subscription, which dictates your included features and a base number of active users, each of whom occupies a seat (“Seat”).
• Seats: Each active user occupies a Seat. Your plan includes a base number of Seats and you can add more as add-on Seats as your team grows.
• Credits: Credits are used for billable actions within the Service, such as conducting insurance or coverage eligibility checks. Credits are consumed as these checks are run, and administrators can top them up by purchasing credit packs.

Credits are not a cash equivalent, have no cash value, and are non-refundable except as otherwise required by applicable law or expressly set forth in the quote accepted by and provided to you when you purchase a Subscription. Unless otherwise stated in your quote, purchased Credits remain available for use during your current Subscription term and any unused Credits expire at the end of the Subscription term in which they were purchased and do not carry over. Upon expiration, cancellation, or termination of your Subscription, any unused Credits will be forfeited and will not be refunded, except as otherwise required by applicable law or expressly set forth in your quote.

Subscription Term. A Subscription is offered on either a monthly or an annual basis, as selected on the signup or order form at the time of purchase of the Subscription (the “Subscription Term”). The initial Subscription Term begins on the date the Subscription begins and continues for the selected monthly or annual period. Upon the expiration of the initial Subscription Term, and upon the expiration of each renewal term thereafter, the Subscription will automatically renew for successive renewal terms of the same length as the Subscription Term (for example, a monthly Subscription will renew for successive one-month terms and an annual Subscription will renew for successive one-year terms), unless the Subscription is cancelled before the renewal date in accordance with the cancellation procedures set forth in this section or NoteIQ terminates or suspends the Subscription as provided in these Terms. Each renewal term is subject to the Subscription Fee then in effect, as may be adjusted in accordance with the notice requirements set forth below.

Your Subscription has an initial and recurring fee (“Subscription Fee”), which shall be determined by the quote accepted by and provided to you when you purchase a Subscription. By purchasing a Subscription, you accept responsibility for, and agree to pay, all Subscription Fees, plus any applicable tax, prior to cancellation of your Subscription. You affirmatively and expressly authorize us to charge your payment provider when your Subscription begins, and again at the beginning of any subsequent renewal term. If your payment details change, your payment provider may provide us with the updated payment details. We reserve the right to use these updated details for future charges to help prevent any interruption to the delivery of the Service.

Upon renewal of your Subscription, if NoteIQ does not receive payment from your payment provider, (a) you agree to pay all amounts due on your account upon demand and (b) you agree that NoteIQ may either terminate or suspend your Subscription and continue to attempt to charge your payment provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).

If the regular price to renew your Subscription increases, or any terms regarding the automatic renewal or your Subscription changes, NoteIQ will notify you of any such increase or change in writing prior to the commencement of the next renewal term to which the increase or change applies.

YOU MUST CANCEL YOUR SUBSCRIPTION BEFORE IT RENEWS TO AVOID INCURRING A SUBSCRIPTION FEE FOR THE NEXT RENEWAL TERM. You may cancel your Subscription at any time. The account will remain active for the remainder of your billing cycle, but you will not be charged for the next renewal term unless you purchase another Subscription.

If you want to cancel your subscription, please log in to your account and navigate to the Subscription area. You may also contact us at support@noteiq.com. If you choose to cancel your Subscription prior to the next renewal period, we will terminate your Subscription and will not charge your payment provider for the subsequent renewal period. A cancellation takes effect at the end of your current paid period, meaning your workspace stays fully available until the end of that billing cycle. After the paid period ends, access to the workspace is restricted. Customer has 60-days of read-only or export access to Customer Data and Customer is responsible for transitioning Customer Data to ensure compliance with HIPAA or other applicable laws or regulations. Certain data types (such as AI transcripts and drafts) may be subject to shorter retention lifecycles as outlined in our Privacy Policy and vendor agreements, and may not be available for export if their retention period expires during the 60-day window. Customer should promptly notify us of intent to export files to enable us to retain files for an appropriate time.

We may either terminate or suspend your Subscription for any reason at any time in our sole discretion. You will not be charged Subscription Fees for the period during which your Subscription is terminated or suspended by us.  However, you remain responsible for, and must pay, any amounts that were past due or otherwise accrued prior to such termination or suspension, and you will be required to pay any such past due balances before your account can be reactivated. Any unused Credits will be treated as set forth above upon the effectiveness of any such cancellation.

In accordance with our archival practices and compliance obligations, your records are retained rather than permanently deleted upon cancellation. If you need to retrieve or export your data after your cancellation has taken effect and your access has been restricted, you must contact our support team at support@noteiq.com or by visiting www.noteiq.com/contact. Authorized Users may still exercise applicable statutory data deletion rights as outlined in the Privacy Policy, subject to HIPAA and other legal retention requirements.

Notwithstanding anything to the contrary in this section, if Customer and NoteIQ have entered into a separate, negotiated subscription or service agreement, the terms of that agreement supersede and govern any subscription or payment arrangement set forth in this section to the extent of any conflict.

If you have any questions about automatic renewal, your Subscription, or our cancellation procedures, please contact us at support@noteiq.com.

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Medical Disclaimer

The Service is an administrative and documentation tool made available to Customer and its Authorized Users to support the management of medical records and related operational workflows. The Service does not constitute medical advice, clinical guidance, or the practice of medicine, and NoteIQ does not itself render medical advice, diagnosis, or treatment. The Service is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Customer and its clinicians retain sole responsibility for the exercise of professional judgment, including all decisions regarding diagnosis, treatment, and patient care. Any information, outputs, or materials generated by or made available through the Service are intended to support, and not replace, the independent professional judgment of qualified healthcare providers, and Customer’s clinicians are solely responsible for reviewing and verifying all such outputs before relying on them in the course of patient care. NOTEIQ IS NOT RESPONSIBLE OR LIABLE FOR ANY CLINICAL DECISION MADE, OR ANY ACTION TAKEN OR NOT TAKEN, IN RELIANCE ON ANY INFORMATION OR OUTPUT GENERATED BY OR MADE AVAILABLE THROUGH THE SERVICE.

To the extent any patient, family member, or other individual who is not a healthcare professional accesses the Service or any information made available through it: the Service does not provide medical advice and is not a substitute for professional medical advice, diagnosis, or treatment. Individuals should always seek the advice of a physician or other qualified healthcare provider regarding any medical condition or treatment. INDIVIDUALS SHOULD NEVER DISREGARD PROFESSIONAL MEDICAL ADVICE OR DELAY IN SEEKING IT BECAUSE OF INFORMATION THEY HAVE OBTAINED THROUGH THIS SERVICE.

IF YOU BELIEVE ANYONE IS EXPERIENCING A MEDICAL EMERGENCY, CALL EMERGENCY SERVICES OR GO TO THE NEAREST EMERGENCY ROOM IMMEDIATELY.

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Accuracy of Information and Reliance on Information Posted

General Informational Content. This section applies to general informational content made available through the Service, including website materials, marketing materials, historical information, and other informational publications (collectively, “Informational Content”). This section does not apply to the paid, subscription-based features of the Service that store or manage Customer Data, PHI, medical records, or other data as a system of record, which are addressed separately below.

The Informational Content presented on or through the Service is made available solely for general information purposes. NoteIQ attempts to ensure that Informational Content on this Service is complete, accurate, and current. However, despite our efforts, the Informational Content on the Service may occasionally be inaccurate, incomplete, or out of date, and it should not be relied upon as a complete, current, or error-free record. Accordingly, we do not warrant the completeness, accuracy, timeliness, or usefulness of any Informational Content on this Service, and any reliance you place on such Informational Content is strictly at your own risk. For example, the Service included may be unavailable, may have different attributes than those listed, or may actually carry a different price than that stated on the Service. In addition, we may make changes in information about price and availability without notice.

The Informational Content on the Service is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the Informational Content on the Service is at your own risk.

The Service may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the Informational Content of the Service at any time, but we have no obligation to update any Informational Content on our Service. You agree that it is your responsibility to monitor changes to our Service.

We disclaim all liability and responsibility arising from any reliance placed on any Informational Content or information provided by you or any other visitor to the Service, or by anyone who may be informed of any of its contents. This Service may include content provided by third parties, including materials provided by other users, bloggers, and third-party licensors, syndicators, aggregators, or reporting services. All statements and opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by NoteIQ, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of NoteIQ. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Data Integrity for Paid System-of-Record Services. The disclaimers in this section regarding general Informational Content do not diminish the data-integrity commitments applicable to the paid, subscription-based features of the Service that store or manage Customer Data, PHI, medical records, or other data as a system of record. For such paid services, and as further described herein, NoteIQ will preserve the integrity of Customer Data based on the information entered into the Service by Customer and its Authorized Users, including through the maintenance of audit trails, the preservation of original signatures and documents, and the maintenance of point-in-time integrity. Customer acknowledges and agrees, however, that NoteIQ is not responsible or liable for any inaccuracy, incompleteness, or other defect in Customer Data to the extent arising from incorrect, incomplete, or unauthorized inputs entered by Customer or its Authorized Users, or from Customer’s or its Authorized Users’ misuse of the Service. NoteIQ preserves the integrity of the data as entered and does not verify, validate, or warrant the accuracy or completeness of the underlying information supplied by Customer or its Authorized Users.

Linking to NoteIQ’s Service

Creating or maintaining any link to any page or portion of the Service, or running or displaying this Service or any Content in any format without NoteIQ’s prior written permission, is strictly prohibited. Any permitted links to this Service must comply with all applicable laws, rules, and regulations.

In the event you are permitted to link to this Service, you must also do so in a way that is fair and legal and complies with our Terms, does not damage our reputation or take advantage of it, does not suggest any form of association, approval, or endorsement on our part. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Privacy Policy and these Terms.

You agree to cooperate with us in immediately ceasing any unauthorized display or linking of our Service or Content. We reserve the right to withdraw permission without notice, and we may disable all or any social media features and any links at any time without notice in our discretion.

Linked Sites

The Service may provide links to other third-party websites (“Linked Sites”). NoteIQ has not reviewed all of the information on the Linked Sites, does not maintain the Linked Sites, and cannot control the completeness, accuracy, or security of the content contained on any Linked Site. The content of, including materials and information contained on, any Linked Site is solely the responsibility of the provider of that Linked Site. NoteIQ is not responsible for the contents of any such Linked Site, and the inclusion of any link to a Linked Site does not imply endorsement by NoteIQ of the Linked Site. The views and opinions expressed in Linked Sites are those of the authors or third parties and do not necessarily reflect the official policy or position of NoteIQ. If you decide to access any Linked Site, you do this entirely at your own risk. References to any names, marks, products, or services of any third parties, third-party information, or Linked Sites are provided solely as a convenience to you, and do not constitute or imply an endorsement, sponsorship, recommendation of, or affiliation with, the third party or its products and services. NoteIQ makes no representation or warranty as to any Linked Site content, products, or services, and you agree that NoteIQ shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, products, or services available on or through any Linked Site or similar resource.

AS PERMITTED BY APPLICABLE LAW, WE SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR SPECIAL LOSS, OR OTHER DAMAGE, WHETHER ARISING FROM NEGLIGENCE, BREACH OF CONTRACT, DEFAMATION, INFRINGEMENT OF COPYRIGHT, OR OTHER INTELLECTUAL PROPERTY RIGHTS, CAUSED BY THE EXHIBITION, DISTRIBUTION, OR EXPLOITATION OF ANY INFORMATION OR CONTENT CONTAINED WITHIN THESE THIRD-PARTY SERVICES.

Prohibited Uses

You may use the Service only for lawful purposes and in accordance with these Terms. You agree not to use the Service:

• In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
• For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• To send, knowingly receive, upload, download, use, or re-use any material that does not comply with the Privacy Policy and these Terms.
• To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• To impersonate or attempt to impersonate NoteIQ, a NoteIQ employee, another user, or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing).
• To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm NoteIQ or users of the Service, or expose them to liability.

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Additionally, you agree not to:

• Use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service.
• Use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service.
• Use any manual process to monitor or copy any of the material on the Service, or for any other purpose not expressly authorized in these Terms, without our prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Service.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service.
• Attack the Service via a denial-of-service attack or a distributed denial-of-service attack.
• Use or cause the use of the Service or Content to train artificial intelligence, including large language models, through any means including data scraping.

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ANY USE OF THE SERVICE NOT SPECIFICALLY PERMITTED UNDER THESE TERMS IS STRICTLY PROHIBITED.

We reserve the right to determine whether or not your use of the Service is acceptable and to immediately revoke your access to the Service at our sole discretion.

Disclaimers and Limitations of Liability

YOUR USE OF THE SERVICE IS AT YOUR RISK. THE SERVICE AND ALL SERVICES, INFORMATION, FEATURES, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED TO YOU "AS IS" WITHOUT ANY EXPRESS REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND WE DISCLAIM ALL STATUTORY OR IMPLIED REPRESENTATIONS, WARRANTIES, TERMS, AND CONDITIONS WITH RESPECT TO THE SERVICE AND ALL SERVICES, INFORMATION, FEATURES, AND MATERIALS MADE AVAILABLE THROUGH THE SERVICE, INCLUDING THE REPRESENTATIONS AND WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AND WITH RESPECT TO ANY SUBSCRIPTION, FEATURE, OR FUNCTIONALITY MADE AVAILABLE ON OR THROUGH THE SERVICE.

WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICE (OR ANY PART THEREOF) WILL BE ACCURATE, COMPLETE, OR ERROR-FREE, NOR THAT ANY PARTICULAR SOFTWARE OR HARDWARE, WILL BE COMPATIBLE WITH THE SERVICE, AND YOU HEREBY AGREE THAT IT IS YOUR SOLE RESPONSIBILITY TO (A) OBTAIN AND PAY FOR ANY SOFTWARE, HARDWARE AND SERVICES (INCLUDING INTERNET CONNECTIVITY) NEEDED TO ACCESS AND USE THE SERVICE AND (B) ENSURE THAT ANY SOFTWARE, HARDWARE, AND SERVICES THAT YOU USE WILL FUNCTION CORRECTLY WITH THE SERVICE. THE MATERIALS ON THE SERVICE MAY BE OUT OF DATE, AND NOTEIQ MAKES NO COMMITMENT AND ASSUMES NO DUTY TO UPDATE SUCH MATERIALS. NOTEIQ MAKES NO WARRANTY THAT THE SERVICE WILL BE AVAILABLE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT YOU WILL ACHIEVE SUCCESSFUL RESULTS FROM FOLLOWING ANY INSTRUCTIONS OR DIRECTIONS ON THE SERVICE. YOU AGREE THAT YOU MUST EVALUATE, AND THAT YOU BEAR ALL RISKS ASSOCIATED WITH, THE USE OF THE SERVICE, INCLUDING ANY RELIANCE ON THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY INFORMATION OR MATERIALS MADE AVAILABLE THROUGH THE SERVICE. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

ADDITIONALLY, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY OR ITS RESPECTIVE MEMBERS, EMPLOYEES, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS, BUSINESS PARTNERS, OR ANY PARTY INVOLVED IN THE DEVELOPMENT, HOSTING, OR TRANSMISSION OF THE SERVICE, BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND IN CONNECTION WITH THE SERVICE, OR FOR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, LOSS OF OTHER INTANGIBLES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. FURTHER, EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, WE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM USE OF OR INABILITY TO USE THE SERVICE, ANY INFORMATION OR MATERIALS ON THE SERVICE, ANY LINKED SITES, OR THE MATERIALS, INFORMATION, OR SERVICES CONTAINED AT ANY OR ALL SUCH LINKED SITES. IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY CONTENT, PARTIES AGREE TO STOP USING THE SERVICE. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION, EACH PARTY’S MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO NOTEIQ FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY TO: (A) A PARTY’S BREACH OF ITS CONFIDENTIALITY OR DATA-SECURITY OBLIGATIONS, INCLUDING NOTEIQ’S OBLIGATIONS WITH RESPECT TO CUSTOMER DATA AND PHI UNDER THESE TERMS AND ANY APPLICABLE BAA (INCLUDING BREACH-NOTIFICATION OBLIGATIONS UNDER 45 C.F.R. § 164.410), FOR WHICH THE BREACHING PARTY’S MAXIMUM AGGREGATE LIABILITY SHALL NOT EXCEED THREE TIMES THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER TO NOTEIQ FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM; (B) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS; (C) A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT; OR (D) CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THESE TERMS.

IT IS POSSIBLE THAT APPLICABLE LAW MAY NOT ALLOW FOR LIMITATIONS ON CERTAIN IMPLIED WARRANTIES OR EXCLUSIONS OR LIMITATIONS OF CERTAIN DAMAGES; SOLELY TO THE EXTENT THAT SUCH LAW APPLIES TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IF APPLICABLE LAW PROHIBITS THE LIMITATION OR EXCLUSION OF A PARTY’S LIABILITY WITH RESPECT TO DEATH OR PERSONAL INJURY CAUSED BY SUCH PARTY’S NEGLIGENCE, FRAUD, OR ANY OTHER MATTER, THEN SUCH PARTY’S LIABILITY WILL NOT BE LIMITED OR EXCLUDED TO THE EXTENT OF SUCH PROHIBITION UNDER SUCH APPLICABLE LAW.

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Indemnification

Customer Indemnification. Except to the extent prohibited under applicable law, you agree to indemnify, defend, and hold harmless NoteIQ and its officers, directors, employees, and agents (the “NoteIQ Indemnified Parties”) from and against any third-party claims, and any resulting losses, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees and costs, to the extent arising from or in connection with (a) your use of, or activities in connection with, the Service, including use of any good, product, or service purchased through the Service; (b) your violation of these Terms, including any misrepresentations made by you in connection with your use of the Service; (c) your violation of any applicable law or the rights of any third party, including any Patient or Individual; (d) Customer Data, including any claim that Customer Data, or NoteIQ’s authorized processing thereof in accordance with these Terms and any applicable BAA, infringes, misappropriates, or violates the intellectual property, privacy, or other rights of any third party or violates any applicable law; and (e) the acts or omissions of any Authorized User or any other user or third party to whom you grant or allow access to the Service via your credentials.

NoteIQ Indemnification. Except to the extent prohibited under applicable law, NoteIQ will indemnify, defend, and hold harmless Customer and its officers, directors, and employees (the “Customer Indemnified Parties”) from and against any third-party claims, and any resulting losses, liabilities, damages, costs, or expenses, including reasonable attorneys’ fees and costs, to the extent arising from (a) a claim that the Service, as provided by NoteIQ and used in accordance with these Terms, infringes or misappropriates such third party’s United States patent, copyright, trademark, or trade secret; or (b) NoteIQ’s gross negligence, fraud, or willful misconduct. NoteIQ will have no obligation under this paragraph to the extent a claim arises from (i) Customer Data or any content, materials, or information provided by Customer or its Authorized Users; (ii) use of the Service in violation of these Terms, any applicable service agreement, or applicable law; (iii) use of the Service in combination with any products, services, or materials not provided or authorized in writing by NoteIQ, where the claim would not have arisen but for such combination; (iv) any modification of the Service not made or authorized by NoteIQ; or (v) Customer’s continued use of the Service after being notified of allegedly infringing activity or after being provided a modification that would have avoided the alleged infringement. If the Service becomes, or in NoteIQ‘s reasonable opinion is likely to become, the subject of an infringement or misappropriation claim, NoteIQ may, at its option and expense, (1) procure the right for Customer to continue using the Service; (2) modify or replace the Service so that it becomes non-infringing while remaining substantially equivalent in function; or (3) if neither of the foregoing is commercially reasonable, terminate the affected subscription and refund any prepaid, unused fees for the terminated portion of the subscription term. This paragraph states NoteIQ’s entire liability, and the Customer Indemnified Parties’ sole and exclusive remedy, for any claim of infringement or misappropriation of intellectual property rights.

Indemnification Procedures. The party seeking indemnification (the “Indemnified Party”) shall (a) promptly provide the party from whom indemnification is sought (the “Indemnifying Party”) with written notice of the claim, provided that a failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced thereby; (b) grant the Indemnifying Party sole control of the defense and settlement of the claim, subject to this paragraph; and (c) provide reasonable cooperation, at the Indemnifying Party’s expense, in the defense and settlement of the claim. The Indemnifying Party may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to its indemnification obligation, using counsel of its choosing that is reasonably acceptable to the Indemnified Party. The Indemnified Party may participate in the defense with its own counsel at its own expense. The Indemnifying Party shall not settle any claim in a manner that imposes any non-monetary obligation, liability, admission of fault, or unindemnified payment on the Indemnified Party, or that does not include a full and unconditional release of the Indemnified Party, without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. If a conflict of interest arises that would make it inappropriate under applicable rules of professional conduct for a single counsel to represent both parties, or if the Indemnifying Party fails to assume or diligently conduct the defense, the Indemnified Party may retain separate counsel to conduct its defense at the Indemnifying Party’s reasonable expense, and shall not be bound by any settlement entered into without its prior written consent.

Information Collected About You

All information we collect on this Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with our Privacy Policy.

Geographic Restrictions

NoteIQ is based in the United States; as such, we provide the Service for use only by persons located in the United States. We make no claims that the Service or any of its Content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Copyright Policy

NoteIQ complies with the copyright notice-and-takedown procedures set out in the United States Digital Millennium Copyright Act (DMCA), which applies to content reported and removed for violating U.S. copyrights. Please note that any notice or counter-notice you submit must be truthful and must be submitted under penalty of perjury. A false notice or counter-notice may give rise to personal liability. You may therefore want to seek the advice of legal counsel before submitting a notice or a counter-notice. We may share any notices and counter-notices submitted to us with others including your contact information, and by submitting any notices, you agree you have no expectation of privacy in your submission.

Content owners of copyrighted material or their representing agents may submit a DMCA notice to our registered Copyright Agent if they believe that infringing activity has taken place on our Service. The abuse team will only consider valid reports of infringement, and you may submit a complete DMCA notice that features all of the points described below only if the representing party sending the request is the content owner or the authorized agent acting on behalf of the copyright owner. If you are not sure if NoteIQ has control over the allegedly infringed content, please obtain legal representation before contacting us. To be effective under the DMCA, any notification of claimed infringement must be in a written communication that includes substantially the following which must include a certification made under penalty of perjury:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed, as well as information sufficient for NoteIQ to determine the legitimacy of the signature and the identity of the signatory;
• Identification of the copyrighted work claimed to have been infringed, or, if a single notification covers multiple copyrighted works at a single online site, a representative list of such works at that site, including citation to the applicable copyright registrations where available;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit NoteIQ to locate the material, including a timestamp and visible identification of the material in a screenshot or comparable medium, with all metadata intact, as well as a hyperlink or URL to the website or online content at issue;
• Information reasonably sufficient to permit NoteIQ to contact the complaining party, including an email address, telephone number, and, if available, physical mail address;
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Any such notifications of claimed infringement must be sent to the below contact with the subject line “DMCA NOTICE:”

NoteIQ Copyright Agent
Losey PLLC
1420 Edgewater Drive
Orlando, FL 32804
407-906-1605
dmca@losey.law

Please note if any notification of claimed infringement does not meet the above requirements, NoteIQ has no responsibility to respond to or act on any such defective notification of claimed infringement.

If you receive a notification of claimed infringement, you may submit a counter notification to us under the DMCA. It must include the following, which includes a certification made under penalty of perjury:

• Your physical or electronic signature, as well as information sufficient for NoteIQ to determine the legitimacy of the signature and the identity of the signatory;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District court (i) in the judicial district where your address is located if the address is in the United States, or (ii) located in the Middle District of Florida, if your address is located outside the United States, and that you will accept service of process from the Complainant submitting the notice or the Complainant’s authorized agent.

Any such counter notification must be sent to:

NoteIQ Copyright Agent
Losey PLLC
1420 Edgewater Drive
Orlando, FL 32804
407-906-1605
dmca@losey.law

Arbitration, Choice of Law, and Venue

Any dispute, claim, or controversy arising out of or relating to these Terms, including the determination of the scope or applicability of this agreement to arbitrate, shall be submitted to and settled exclusively by binding arbitration, in accordance with the provisions of this section, subject only to any applicable requirement of law that Customer and NoteIQ engage in a preliminary, non-binding mediation.

The parties will make every reasonable effort to informally resolve any dispute. If those efforts fail, the parties agree that any dispute, claim, or controversy arising out of, relating to, or connected in any way with these Terms or the Service shall be resolved exclusively by final and binding arbitration (“Arbitration”) before a single arbitrator administered by JAMS or its successor (“JAMS”) and conducted in accordance with the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the Arbitration is initiated (the “Applicable Rules”). The Applicable Rules can be found at www.jamsadr.com. If JAMS is no longer in existence, the Arbitration shall be administered by the American Arbitration Association or its successor (the “AAA”) instead, and conducted in accordance with the AAA Commercial Arbitration Rules in effect at that time (which shall be the “Applicable Rules” in such circumstances). This section shall not prevent any party from seeking provisional remedies (that is, a temporary restraining order or preliminary injunction) from a court of appropriate jurisdiction. The parties further agree that:

(a) EACH PARTY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL. ADDITIONALLY, UNLESS THE PARTIES AGREE OTHERWISE, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF, AND FOR THE BENEFIT OF, THE INDIVIDUAL PARTY SEEKING RELIEF.

If a court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this Section shall still apply, except as otherwise provided in subpart (i) (Interpretation and Enforcement of Arbitration Clause) below.

(b) Single Arbitrator. The Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between the parties (the “Arbitrator”).

(c) Arbitrator Will Interpret This Agreement. The Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability or formation of these Terms or these arbitration provisions, including but not limited to any claim that all or any part of these Terms is void or voidable.

(d) Location of Arbitration. The arbitration shall be held (i) in Orange County, Florida; or (ii) at such other location as may be mutually agreed upon by the parties.

(e) Governing Law. The Arbitrator (i) shall apply the internal laws of the State of Florida consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the U.S., irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with Florida or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief.

(f) No Class Relief. The Arbitration can resolve only the parties’ individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated.

(g) Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator’s complete determination of the dispute and the factual findings and legal conclusions relevant to it (an “Award”). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets.

(h) Fees and Costs. The Arbitrator shall award to the prevailing party its reasonable and actual out-of-pocket attorneys’ fees and costs associated with the Arbitration, to the extent permitted by applicable law. The parties shall otherwise bear the fees and costs of the Arbitration in accordance with the Applicable Rules.

(i) Interpretation and Enforcement of Arbitration Clause. With the exception of subpart (f) above, if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (f) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither party shall be entitled to arbitrate any dispute, and must instead bring any claims in the courts identified below.

(j) Modification of Arbitration Clause With Notice. NoteIQ may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after NoteIQ has given notice of such modifications if Customer does not object to the modifications within the thirty (30) days and only on a prospective basis for claims arising from transactions or relationships occurring after the effective date of such notification. If any modification pursuant to this subpart (j) is deemed to be invalid, unenforceable, or illegal, then the arbitration provisions effective at the time of Customer’s agreement to these Terms shall govern any dispute between the parties regarding transactions or relationships.

(k) Confidentiality of Arbitration. The parties agree to maintain the confidential nature of the Arbitration and shall not disclose the facts of the Arbitration, any documents exchanged as part of any mediation, proceedings of the Arbitration, the Arbitrator’s decision and the existence or amount of any Award, except as may be necessary to prepare for or conduct the Arbitration (in which case anyone becoming privy to such confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by applicable law or court order.

If it is determined that arbitration is not permitted, has been waived, or is otherwise unavailable, then the sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to these Terms or the Service shall be an appropriate state or federal court located in Orange County, Florida, and each party hereby submits and irrevocably consents to the personal jurisdiction of the State of Florida and the jurisdiction and venue of said courts. Each party agrees that such courts are a convenient forum and that it will not seek to transfer an action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise. The parties further agree that the laws of the United States and the state of Florida, without regard to conflict of laws principles, shall govern these Terms and all matters relating to the Service. This paragraph shall not be read to conflict with the mandatory arbitration provision.

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Additional Terms

The failure of NoteIQ to enforce any term or condition set out in these Terms shall not be deemed waiver of such term or condition or a waiver of any other term or condition. We may assign these Terms, in whole or in part, at any time without notice to Customer. Customer may not assign or transfer these Terms without our prior written consent.

If any provision of these Terms is found by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, that provision will be construed, eliminated, or limited to the minimum extent necessary so that it becomes enforceable to the maximum extent permitted by law, and the remaining provisions of the Terms will continue in full force and effect and remain valid and enforceable to the maximum extent permitted by law. All provisions which by their nature should survive termination shall survive, including provisions regarding ownership, warranty disclaimers, indemnification, and limitations of liability.

Order of Precedence.  In the event of any conflict or inconsistency between these Terms and any of the following documents, the following order of precedence shall govern, in each case solely to the extent of the conflict: (a) any applicable Business Associate Agreement (“BAA”) entered into between Customer and NoteIQ shall control with respect to Protected Health Information (“PHI”), privacy, security, and related regulatory obligations; (b) any applicable master subscription agreement, other negotiated service agreement, quotation, or order form entered into between Customer and NoteIQ shall control with respect to commercial terms; and (c) these Terms shall govern only those matters not addressed by the documents described in clauses (a) and (b). Except as otherwise expressly set forth in an applicable BAA, master subscription agreement, negotiated service agreement, quotation, or order form, these Terms shall apply.

These Terms and our Privacy Policy constitute the sole and entire agreement between Customer and NoteIQ regarding the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Service; provided, however, that these Terms do not supersede, extinguish, amend, or conflict with any applicable Business Associate Agreement (“BAA”), master subscription agreement, other negotiated service agreement, quotation, or order form entered into between Customer and NoteIQ, each of which shall remain in full force and effect and shall control over these Terms as provided in the Order of Precedence provision above.

Customer agrees, on behalf of itself and its Authorized Users, that, to the maximum extent permitted under applicable law, any claim or cause of action (including any arbitration) arising out of, related to, or connected with the use of the Service or these Terms must be filed within one (1) year after such claim or cause of action accrues or be forever barred; provided, however, that to the extent that Section 95.03, Florida Statutes, or any other applicable law prohibits the shortening of the applicable statute of limitations for a particular claim or cause of action, the one-year period set forth in this paragraph shall not apply to such claim or cause of action, and the limitations period prescribed by applicable law shall govern instead.

We may provide Customer and its Authorized Users with information regarding Customer or Authorized User’s account and the Service in electronic form only. Customer agrees that such notices and other communications sent electronically satisfy any legal communication requirements, including that requirements must be in writing.

Service Levels. Any service-level, uptime, availability, or similar commitment applies only if, and solely to the extent, expressly set forth in an applicable order form or quote accepted by and provided to Customer. Except as so expressly set forth, NoteIQ makes no service-level, uptime, or availability commitment, and nothing in these Terms shall be construed to create, imply, or give rise to any default uptime or availability guarantee, service-level agreement, service credit, remedy, or other commitment with respect to the availability, uptime, or performance of the Service. This provision does not limit or expand the disclaimers and limitations of liability set forth in these Terms.

Termination. Upon termination or expiration of a subscription, Customer Data, including any PHI, will be handled in accordance with the applicable BAA between NoteIQ and Customer, which governs NoteIQ’s treatment of PHI upon termination, including the return or destruction of PHI or, where return or destruction is infeasible, the extension of applicable protections to such PHI for as long as it is retained, consistent with 45 C.F.R. § 164.504(e). Except as otherwise provided in the applicable BAA, upon cancellation NoteIQ will deactivate Customer’s account, provide Customer a defined post-cancellation window during which Customer may export its data, and thereafter retain or destroy Customer Data in accordance with the applicable BAA and any applicable legal retention requirements. Customer has 60-days of read-only or export access to Customer Data. It is Customer’s responsibility to instruct NoteIQ regarding the processing, export, retention, and disposition of Customer Data within the timeframes and through the mechanisms made available by NoteIQ, and to timely export any data Customer requires to satisfy its own recordkeeping and retention obligations.

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Contact

Please direct any questions about the Service or these Terms to the following: support@noteiq.com

Although NoteIQ will in most circumstances be able to receive communications from Customer and its Authorized Users, NoteIQ does not guarantee that it will receive such communications timely and accurately and shall not be legally obligated to read, act on, or respond to any such email or other information except for cancellation requests, privacy-rights requests, and security notices sent to the addresses designated in these Terms or the Privacy Policy. Be aware that email communications from Customer or its Authorized Users to NoteIQ may not be secure.  Do not send any PHI or confidential information through general email. Any confidential information or PHI should only be shared as necessary and, if necessary to share, should be clearly marked as confidential and sent through secure means.