Notelyx — Terms of Service

Effective Date: [DATE]
Last Updated: [DATE] Contracting Entity (Service Provider): Serno

1. Acceptance of Terms

By accessing or using the Notelyx platform, website, and associated services (collectively, the "Service"), you ("Subscriber," "User," or "you") agree to be bound by these Terms of Service ("Terms") and all policies incorporated herein by reference, including our Privacy Policy, Acceptable Use Policy, and — where applicable — a Business Associate Agreement ("BAA").

If you are accepting these Terms on behalf of a professional practice or organization, you represent and warrant that you have authority to bind that entity and that "you" refers to that entity.

If you do not agree to these Terms, you must not use the Service.

2. Description of Service

Notelyx is an AI-assisted clinical documentation platform designed for licensed mental health therapists and small therapy practices (1–3 clinicians). The Service enables Subscribers to:

Input brief post-session observations (raw notes);
Generate structured clinical notes in standard formats including SOAP (Subjective, Objective, Assessment, Plan), DAP (Data, Assessment, Plan), and BIRP (Behavior, Intervention, Response, Plan);
Export clinical notes in PDF format;
Store and retrieve clinical notes within their account.

Notelyx is a documentation productivity tool. It is not a medical device, electronic health record (EHR), clinical decision support system, or a substitute for professional clinical judgment.

3. Eligibility

To use the Service, you must:

(a) Be a licensed mental health professional (e.g., LCSW, LPC, LMFT, PhD, PsyD, MD in psychiatry, or equivalent license) in good standing in your jurisdiction, or authorized support staff acting under the direct supervision of such a licensed professional;

(b) Be at least 18 years of age;

(d) Not be prohibited from using the Service under any applicable law; and

(e) Be licensed and currently practicing in the United States. The Service is currently available only to users in the United States. Users located outside the United States are not eligible to use the Service.

Notelyx reserves the right to verify licensure and to terminate access if eligibility requirements are not met.

3A. Geographic Scope

The Service is currently offered exclusively to users located in and practicing within the United States. Notelyx makes no representation that the Service is appropriate or available for use in other jurisdictions. If you are accessing the Service from outside the United States, you do so at your own risk and are responsible for compliance with local laws.

4. Account Registration

4.1 Account Creation. You must create an account using a valid email address and password. You agree to provide accurate, current, and complete information and to update it as necessary.

4.2 Account Security. You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account. You must notify Notelyx immediately at security@notelyx.app if you suspect unauthorized access.

4.3 One Account Per Clinician. Each licensed clinician must maintain a separate account. Sharing credentials across multiple clinicians is prohibited.

4.4 Multi-Factor Authentication. Given the sensitive nature of clinical data, multi-factor authentication (MFA) is required and will be enforced on all accounts.

5. Subscription and Payment

5.1 Plans. The Service is offered on a subscription basis. Plan types, features, and pricing are described at notelyx.app/pricing and are incorporated herein by reference.

5.2 Billing. Subscriptions are billed in advance on a monthly or annual basis. By providing a payment method, you authorize Notelyx to charge all fees when due.

5.3 Trials. Where a free trial is offered, it begins on the date of account creation. At the end of the trial, the Service will automatically convert to a paid plan unless you cancel before the trial period ends.

5.4 Taxes. All fees are exclusive of applicable taxes. You are responsible for all taxes assessed on the Service, excluding taxes on Notelyx's net income.

5.5 Late Payment. Overdue accounts may be suspended after 10 days written notice. Notelyx reserves the right to charge interest on overdue balances at 1.5% per month.

5.6 Refunds. Subscription fees are non-refundable except as required by law or as expressly stated in the Subscription Agreement. See 09_subscription_agreement.md for full billing terms.

6. HIPAA Compliance and Business Associate Agreement

6.1 HIPAA Applicability. You, as a licensed therapist, are likely a "Covered Entity" under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (45 CFR Parts 160 and 164) ("HIPAA"). Notelyx, in providing the Service, is a "Business Associate" as defined under 45 CFR §160.103.

6.2 BAA Requirement. You may not input, upload, or otherwise submit any Protected Health Information ("PHI") into the Service unless you have first executed a Business Associate Agreement with Notelyx. A BAA is available at 03_business_associate_agreement.md and is incorporated into these Terms upon execution.

6.3 Responsibility for PHI. You are solely responsible for ensuring that any PHI submitted to the Service complies with HIPAA and all other applicable state and federal privacy laws.

6.4 De-identification. Notelyx recommends, wherever possible, that you de-identify patient information before inputting observations. You must not include patient names, full birth dates, Social Security numbers, or other direct identifiers in session observation inputs.

7. Permitted Use and Restrictions

7.1 License Grant. Subject to your compliance with these Terms and payment of applicable fees, Notelyx grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal clinical documentation purposes.

7.2 Restrictions. You may not:

(a) Sublicense, resell, rent, or transfer access to the Service to any third party;

(b) Use the Service to generate notes for patients not under your direct clinical care;

(d) Reverse engineer, decompile, or attempt to derive the source code of the Service;

(e) Introduce malware, viruses, or other harmful code;

(f) Use automated scripts, bots, or scrapers to access the Service;

(g) Use the Service to train, fine-tune, or develop competing AI models;

(h) Submit PHI without an executed BAA in place.

8. AI-Generated Content

8.1 Nature of Output. The Service uses artificial intelligence, including large language models, to generate clinical note drafts. AI-generated content may contain inaccuracies, omissions, or errors.

8.2 Clinician Review Required. All AI-generated clinical notes must be reviewed, edited as necessary, and approved by a licensed clinician before being added to any patient record or used for any clinical, billing, or legal purpose. Notelyx is a drafting tool, not a replacement for clinical judgment.

8.3 No Clinical Advice. Nothing in the Service constitutes clinical advice, diagnosis, or treatment recommendations.

8.4 Accuracy Not Guaranteed. Notelyx makes no warranty regarding the clinical accuracy, completeness, or fitness for purpose of any AI-generated output.

9. Data Ownership and Rights

9.1 Your Data. You retain all ownership rights in the PHI and other data you submit to the Service ("Subscriber Data"). Notelyx claims no ownership over Subscriber Data.

9.2 License to Notelyx. You grant Notelyx a limited, non-exclusive license to process Subscriber Data solely as necessary to provide the Service and as permitted under the BAA.

9.3 No Training on PHI. Notelyx will not use PHI submitted to the Service to train, fine-tune, or improve AI models without your explicit written consent.

9.4 Aggregated Data. Notelyx may use de-identified, aggregated, non-PHI data for product improvement, analytics, and benchmarking purposes.

10. Confidentiality

Each party agrees to maintain the confidentiality of the other's Confidential Information using at least reasonable care, and to use Confidential Information only as necessary to fulfill obligations under these Terms. "Confidential Information" excludes information that is publicly known, independently developed, or rightfully received from a third party without restriction.

11. Intellectual Property

11.1 Notelyx's IP. All software, algorithms, trademarks, logos, and documentation comprising the Service are owned by Notelyx or its licensors and protected by applicable intellectual property law. No rights are granted to you in Notelyx's IP except the limited license in Section 7.1.

11.2 Feedback. If you provide suggestions or feedback about the Service, Notelyx may use such feedback without restriction or compensation.

12. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTELYX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY OF AI-GENERATED CONTENT.

NOTELYX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTELYX'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU TO NOTELYX IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IN NO EVENT SHALL NOTELYX BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR REPUTATIONAL HARM, EVEN IF NOTELYX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Nothing in this Section limits liability for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any liability that cannot be limited by law.

14. Indemnification

You agree to indemnify, defend, and hold harmless Notelyx and its officers, directors, employees, and agents from any claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service in violation of these Terms; (b) your violation of any law or third-party rights; (c) your submission of PHI without an executed BAA; or (d) any clinical decision made in reliance on AI-generated content.

15. Term and Termination

15.1 Term. These Terms remain in effect for as long as you maintain an account with Notelyx.

15.2 Termination by You. You may cancel your account at any time through your account settings. Cancellation takes effect at the end of the current billing period.

15.3 Termination by Notelyx. Notelyx may suspend or terminate your account immediately for: (a) material breach of these Terms; (b) non-payment; (c) violation of the Acceptable Use Policy; (d) conduct that poses a security or legal risk; or (e) as required by law.

15.4 Effect of Termination. Upon termination, your license to use the Service ends. Notelyx will retain your data for 30 days post-termination, during which you may request export. After 30 days, Notelyx will delete your data in accordance with its data retention policy, subject to BAA obligations.

15.5 Survival. Sections 8, 9, 11, 12, 13, 14, 16, and 17 survive termination.

16. Governing Law and Dispute Resolution

16.1 Governing Law. These Terms are governed by the laws of the State of Federal Republic of Germany (Hesse), without regard to conflict of law principles.

16.2 Arbitration. Any dispute arising from these Terms shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Frankfurt am Main, Hesse. You waive any right to a jury trial or to participate in a class action.

16.3 Exceptions. Either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent irreparable harm.

16.4 Class Action Waiver. You agree that any claim must be brought in your individual capacity and not as a plaintiff or class member in any class or representative proceeding.

17. General Provisions

17.1 Entire Agreement. These Terms, together with the Privacy Policy, BAA, and Subscription Agreement, constitute the entire agreement between the parties regarding the Service.

17.2 Modifications. Notelyx may modify these Terms with 30 days' notice to your registered email. Continued use of the Service after the effective date constitutes acceptance of the modified Terms.

17.3 Waiver. Failure to enforce any provision does not constitute a waiver of that provision.

17.4 Severability. If any provision is found unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain in full force.

17.5 Assignment. You may not assign these Terms without Notelyx's written consent. Notelyx may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.6 Force Majeure. Neither party is liable for delays caused by circumstances beyond their reasonable control.

17.7 Contact. For legal notices: legal@notelyx.app. For security matters: security@notelyx.app.

Attorney Review Note: Insert jurisdiction in Sections 16.1 and 16.2. Confirm arbitration clause compliance with state consumer protection laws (e.g., California arbitration opt-out requirements). Verify class action waiver enforceability in subscriber's jurisdiction.