These Terms of Service (“Terms”) form a binding agreement between Supanote, Inc., a Delaware corporation (“Supanote,” “we,” “us”), and the organization or individual that signs up for the Supanote platform or otherwise uses our services (“Customer,” “you”).
By accessing our website, creating an account, or using the Supanote platform, you agree to these Terms. If you are agreeing on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
1. Services
Supanote provides an AI-powered operations platform for behavioral health practices, including front-desk automation, ambient clinical documentation, revenue cycle management, and related capabilities (collectively, the “Services”). Specific features available to Customer are described in the order form, statement of work, or online sign-up flow that Customer agrees to.
2. Eligibility and accounts
You must be at least 18 years old and legally able to enter contracts to use the Services. You are responsible for keeping your login credentials secure, for the activity that happens under your account, and for promptly telling us if you suspect unauthorized access. We may suspend or terminate accounts that are inactive for extended periods or that we reasonably believe are being misused.
3. Customer data and HIPAA
Customer retains all rights in the data Customer or its end users submit through the Services (“Customer Data”), including any protected health information (“PHI”). Customer grants Supanote a limited, non-exclusive, worldwide license to host, process, and transmit Customer Data solely as needed to provide and improve the Services, subject to these Terms, our Privacy Policy, and our Business Associate Agreement (“BAA”).
Before Supanote receives or processes any PHI on Customer’s behalf, the parties will sign a BAA. In the event of any conflict between these Terms and the BAA with respect to PHI, the BAA controls.
Customer is responsible for (a) the accuracy and legality of Customer Data; (b) obtaining all consents and authorizations required to provide Customer Data to Supanote and to permit Supanote to process it for the purposes described in the order form; (c) any required notices to patients; and (d) configuring the Services appropriately for Customer’s clinical and compliance environment.
4. Acceptable use
You agree not to, and not to permit any user to:
- Use the Services in violation of any law, regulation, or third-party right, or in any way that would breach Customer’s obligations to its patients.
- Upload, transmit, or process malware, malicious code, or content that infringes another’s intellectual property or privacy rights.
- Reverse-engineer, decompile, or attempt to derive the source code or underlying models of the Services, except to the extent that applicable law expressly prohibits this restriction.
- Use the Services to build a competing product, or for benchmarking that will be publicly disclosed, without our prior written consent.
- Resell, sublicense, or provide the Services to a third party other than as expressly permitted in your order form.
- Probe, scan, or test the vulnerability of the Services without our prior written authorization.
- Interfere with or disrupt the Services, the underlying infrastructure, or any other customer’s use.
5. Subscriptions, fees, and taxes
Fees, billing cadence, and term length are set out in your order form or online sign-up flow. Unless otherwise stated, fees are non-refundable, due in advance, and exclude taxes (which Customer is responsible for, other than taxes on Supanote’s net income).
If Customer pays by credit card, Customer authorizes us (and our payment processor) to charge the card for fees as they become due. We will give reasonable advance notice of any price changes that take effect during a renewal term.
6. Term and termination
These Terms apply for the subscription term in your order form (or, for free or trial use, until either party terminates). Either party may terminate for the other’s material breach if the breach is not cured within 30 days of written notice.
On termination: (a) Customer’s right to use the Services ends; (b) Customer may export Customer Data during the post-termination window agreed in the order form (typically 30 to 60 days); (c) Supanote will delete or return Customer Data as required by the BAA and applicable law; and (d) sections of these Terms that by their nature should survive termination will survive (e.g., ownership, confidentiality, indemnities, limitations of liability, governing law).
7. Ownership
Supanote and its licensors own all right, title, and interest in and to the Services, including all underlying software, models, documentation, designs, and improvements. No rights are granted by implication. We may use anonymous, aggregated data derived from use of the Services to operate, improve, and develop our products, in a form that does not identify Customer, any individual, or any specific PHI.
8. Feedback
If you send us suggestions, ideas, or other feedback about the Services, we may use that feedback freely without obligation to you. You retain no rights in such feedback once you give it to us.
9. Service availability and support
We aim to keep the Services available 24/7, subject to scheduled maintenance, emergency maintenance, and events outside our reasonable control. If your order form includes a specific service-level agreement (SLA), that SLA governs availability commitments and remedies.
We provide email support during business hours and, where included in your order form, priority and after-hours support.
10. Confidentiality
Each party may receive non-public information from the other in connection with the Services. The receiving party will use the disclosing party’s confidential information only to perform under these Terms, protect it using at least the same standard of care it uses for its own confidential information (and no less than reasonable care), and disclose it only to its personnel and contractors who need to know and are bound by similar confidentiality obligations. Confidentiality obligations do not apply to information that is publicly available, independently developed without use of the disclosing party’s information, lawfully received from a third party free of confidentiality obligations, or required to be disclosed by law (with prompt notice to the disclosing party where allowed).
11. Disclaimers
Except as expressly stated in these Terms, the Services are provided “as is” and “as available.” We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that the AI outputs will be accurate or suitable for any clinical or billing decision.
The Services support — they do not replace — clinical judgment and provider decision-making. Customer is responsible for reviewing AI-generated outputs (notes, codes, claims, communications) before relying on them or transmitting them externally.
12. Limitation of liability
To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenues, business opportunities, or data, even if the party has been advised of the possibility of such damages.
Each party’s aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by Customer to Supanote in the twelve months preceding the event giving rise to the claim. These limitations do not apply to liability that cannot be limited by law, breach of confidentiality obligations, indemnification obligations, or Customer’s payment obligations.
13. Indemnification
Supanote will defend Customer against any third-party claim alleging that the Services, as provided by Supanote and used by Customer in accordance with these Terms, infringe any intellectual property right of that third party, and will pay damages and reasonable costs finally awarded against Customer or agreed in settlement, subject to the limitations of liability above.
Customer will defend Supanote against any third-party claim arising out of (a) Customer Data, (b) Customer’s breach of these Terms or the BAA, or (c) Customer’s use of the Services in violation of law, and will pay damages and reasonable costs finally awarded against Supanote or agreed in settlement.
The indemnified party must (i) promptly notify the indemnifying party in writing, (ii) give the indemnifying party sole control of the defense and settlement, and (iii) provide reasonable cooperation at the indemnifying party’s expense.
14. Governing law and disputes
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in Delaware for any dispute arising out of or relating to these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information.
15. Changes to these Terms
We may update these Terms from time to time. For non-material changes, we will update the effective date at the top of this page. For material changes, we will give at least 30 days’ advance notice by email or through the product before the changes take effect. Continued use of the Services after the changes take effect means you accept the updated Terms.
16. Miscellaneous
These Terms (together with any order form, the BAA, and the Privacy Policy) are the entire agreement between the parties on this subject and supersede prior agreements on the same subject. If any provision is held unenforceable, the rest of these Terms remain in effect. Neither party may assign these Terms without the other’s consent, except in connection with a merger, acquisition, or sale of substantially all assets. Notices to Supanote should be sent to sam@heysupa.com.