PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING PSYCHNOTE AI. BY CLICKING "SIGN IN," CREATING AN ACCOUNT, OR OTHERWISE ACCESSING THE PLATFORM, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
For purposes of this Agreement, the following terms have the meanings set forth below:
The Platform is intended exclusively for use by licensed healthcare professionals, including but not limited to psychiatrists, psychiatric mental health nurse practitioners (PMHNP), psychologists, licensed clinical social workers (LCSW), licensed professional counselors (LPC), and other licensed mental health providers authorized to practice in their respective jurisdictions. You represent and warrant that you hold all required licenses, certifications, and authorizations required to practice in your jurisdiction.
If you are accepting these Terms on behalf of a practice, organization, or other legal entity, you represent that you have the authority to bind that entity to these Terms, and references to "you" shall include that entity.
You must be at least 18 years of age to use the Platform. By using the Platform, you represent that you meet this age requirement.
Because the Platform processes Protected Health Information (PHI) on your behalf, a Business Associate Agreement (BAA) is required before any PHI may be entered into or processed by the Platform. The Company may suspend or restrict the processing of PHI until a BAA has been fully executed by both parties. By using the Platform with patient data, you represent and warrant that:
The BAA is incorporated by reference into these Terms and constitutes part of the agreement between the parties. In the event of a conflict between these Terms and the BAA with respect to PHI, the BAA shall control.
The Platform is offered under subscription plans (Solo / Starter, Core, and Practice) as described at NMPsychNote.com/pricing. Features, usage limits, and pricing vary by plan. The Company reserves the right to modify plan features and pricing upon thirty (30) days' written notice.
Subscription fees are billed in advance on a monthly or annual basis, as selected at enrollment. All fees are payable in U.S. dollars and are non-refundable except as expressly provided in these Terms. By providing payment information, you authorize the Company to charge your payment method for all applicable fees.
The Company may offer a free trial period for new Subscribers. Upon expiration of the trial period, your subscription will automatically convert to a paid subscription unless you cancel prior to the end of the trial. The Company reserves the right to modify or discontinue free trial offerings at any time.
If payment is not received when due, the Company may suspend access to the Platform without notice. Access will be restored upon receipt of full payment of all outstanding amounts. The Company reserves the right to charge interest on overdue amounts at the rate of 1.5% per month.
You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities in connection with your use of the Platform, excluding taxes on the Company's net income.
Subject to these Terms and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal clinical documentation purposes.
You agree not to, and shall not permit any Authorized User or third party to:
THE AI-GENERATED CONTENT PROVIDED BY THE PLATFORM, INCLUDING SOAP NOTES, CLINICAL SUMMARIES, ASSESSMENTS, AND RECOMMENDATIONS, IS INTENDED TO ASSIST LICENSED CLINICIANS AND DOES NOT CONSTITUTE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. ALL AI-GENERATED CONTENT MUST BE REVIEWED, VERIFIED, EDITED, AND APPROVED BY A LICENSED HEALTHCARE PROVIDER BEFORE USE IN ANY CLINICAL CONTEXT.
You acknowledge and agree that:
The Company does not warrant the accuracy, completeness, or fitness for purpose of any AI-Generated Content. AI systems may generate inaccurate, incomplete, outdated, biased, misleading or clinically inappropriate content. The Subscriber assumes all risk associated with reliance on AI-Generated Content. The Company makes no representation or warranty that AI-Generated Content complies with payer requirements, accreditation standards, professional standards, documentation requirements, or applicable laws and regulations.
The Company will handle PHI and other personal data in accordance with the BAA, applicable HIPAA regulations, and the Company's Privacy Policy, which is incorporated herein by reference.
The Company maintains administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI, including commercially reasonable administrative, physical, and technical safeguards designed to protect the confidentiality, integrity, and availability of PHI, which may include AES-256 encryption at rest, TLS encryption in transit, role-based access controls, session management, and audit logging.
You are responsible for:
The Platform maintains audit logs of access to PHI in compliance with HIPAA requirements. Audit logs are retained for a minimum of six (6) years and are available to Subscribers upon request, subject to applicable law, security requirements, and the protection of other customers' information.
Company may engage subcontractors, service providers, hosting providers, artificial intelligence providers, transcription providers, and other subprocessors to assist in providing the Services. Company will require any subprocessor that creates, receives, maintains, or transmits PHI on Company's behalf to enter into appropriate agreements, including Business Associate Agreements where required by HIPAA.
The Platform, including all software, algorithms, models, interfaces, templates, and documentation, is and shall remain the exclusive property of the Company and its licensors. Nothing in these Terms grants you any ownership interest in the Platform.
You retain all right, title, and interest in and to the clinical data and documentation you enter into the Platform. You grant the Company a limited license to process such data as necessary to provide the Services, comply with applicable law, enforce its rights under these Terms, protect the security and integrity of the Platform, and otherwise as permitted under the applicable BAA.
The Company may create and use de-identified information derived from Subscriber data in accordance with HIPAA and applicable law. Such de-identified information shall not constitute PHI and may be used by the Company for analytics, benchmarking, research, product improvement, quality assurance, security, operational, and other lawful business purposes.
If you provide feedback, suggestions, or recommendations regarding the Platform, you grant the Company a perpetual, royalty-free license to use such feedback for any purpose, without compensation or attribution to you.
The Company will not use your PHI or patient data to train, fine-tune, or improve any artificial intelligence or machine learning models without your explicit written consent.
For the avoidance of doubt, this restriction does not prohibit the Company's use of de-identified information in accordance with Section 8.2.
Each party agrees to maintain the confidentiality of the other party's non-public information disclosed in connection with the Platform. The Company's confidential information includes, without limitation, pricing, technology, and business processes. Your confidential information includes PHI and patient data. Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to PHI, which shall be governed by the BAA. The receiving party may disclose confidential information to its employees, contractors, subprocessors, professional advisors, auditors, and service providers who have a need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information shall not include information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was lawfully known by the receiving party prior to disclosure; (iii) is independently developed without use of the disclosing party's confidential information; or (iv) is lawfully obtained from a third party without restriction.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY TO ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, THE SERVICES, AI-GENERATED CONTENT, PRIVACY INCIDENTS, SECURITY INCIDENTS, ALLEGED HIPAA VIOLATIONS, DATA LOSS, OR THE COMPANY'S PROCESSING OF DATA, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY; IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to defend, indemnify, and hold harmless the Company and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
The Company shall promptly notify Subscriber of any claim for which indemnification is sought. Subscriber shall have the right to assume control of the defense of such claim with counsel of its choosing. The Company shall reasonably cooperate in the defense of the claim. Subscriber's obligations under this Section include claims arising from Subscriber's use of AI-Generated Content without appropriate clinical review and independent professional judgment.
These Terms commence on the date you first access the Platform and continue until terminated as provided herein.
You may terminate your subscription at any time by providing written notice to the Company. Termination will be effective at the end of the current billing period. No refunds will be issued for the remainder of any prepaid subscription period.
The Company may terminate or suspend your access to the Platform immediately upon written notice if:
Upon termination: (a) all licenses granted herein shall immediately terminate; (b) you shall cease all use of the Platform; (c) the Company will retain your data for ninety (90) days following termination to facilitate retrieval by Subscriber, after which such data may be securely deleted, or de-identified, subject to applicable law and the BAA, backup retention requirements, legal obligations, and the Company's record-retention policies; (d) all provisions that by their nature should survive termination shall survive, including Sections 6, 8, 9, 10, 11, 12, and 15.
These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions.
EXCEPT FOR CLAIMS FOR INJUNCTIVE OR EQUITABLE RELIEF, ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL TAKE PLACE IN BEXAR COUNTY, TEXAS, AND SHALL BE CONDUCTED IN ENGLISH. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION.
YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. ALL DISPUTES MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
For matters not subject to arbitration, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Bexar County, Texas.
These Terms, together with the BAA, Privacy Policy, and any applicable Order Form, constitute the entire agreement between the parties with respect to the Platform and supersede all prior agreements, representations, and understandings.
The Company reserves the right to modify these Terms at any time. Material changes will be communicated via email or notice within the Platform at least thirty (30) days prior to taking effect. Your continued use of the Platform after the effective date of any changes constitutes your acceptance of the modified Terms. If Subscriber does not agree to a material modification, Subscriber's sole remedy is to discontinue use of the Platform and terminate the subscription prior to the effective date of the modification.
No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
You may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms without restriction.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, government actions, or internet infrastructure failures.
Notices under these Terms shall be in writing and sent to: info@nmpsychnote.com or by mail to Gnosis Concepts Inc, San Antonio, Texas.
These Terms do not create any third-party beneficiary rights. Nothing herein shall create any rights in patients or other third parties.
For questions about these Terms, please contact:
Gnosis Concepts Inc
Legal Department: info@nmpsychnote.com
Privacy Officer: privacy@nmpsychnote.com
Support: support@nmpsychnote.com
Website: www.NMPsychNote.com