Terms of Use
Your agreement with HH Notes AI. These Terms of Use, together with any applicable Privacy Policy, Business Associate Agreement, subscription terms, order form, or other written agreement incorporated by reference, govern your access to and use of the HH Notes AI platform, website, software, and related services.
Binding agreement
By clicking an acceptance button, creating an account, or using the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use.
Arbitration and class waiver
These Terms require binding arbitration and waive the right to participate in class actions.
No substitute for clinical judgment
The Platform supports documentation workflows but does not replace clinical judgment, professional responsibility, or regulatory obligations.
This page is written for clarity and does not limit any stricter obligations in a signed agreement, Business Associate Agreement, order form, or applicable law.
Introduction
These HH Notes AI Terms of Use, together with any applicable Privacy Policy, Business Associate Agreement, subscription terms, order form, or other written agreement incorporated by reference, govern your access to and use of the HH Notes AI platform, website, software, artificial intelligence documentation tools, transcription tools, clinical documentation support tools, OASIS support tools, visit note generation features, quality review support features, and related services (collectively, the “Platform”).
These Terms of Use are a legal agreement between you and HH Notes AI (“HH Notes AI,” “we,” “us,” or “our”). By clicking an acceptance button, creating an account, accessing, viewing, using, purchasing, or allowing use of any part of the Platform, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use.
If you are accessing or using the Platform on behalf of an employer, home health agency, healthcare organization, company, or other legal entity, you represent and warrant that you are legally authorized to bind that agency, organization, company, or legal entity to these Terms of Use, including the Business Associate Agreement attached as Schedule A. In that case, “you,” “your,” and “Customer” refer to both you individually and the agency, organization, company, or legal entity you represent.
If you are not legally authorized to bind the agency, organization, company, or legal entity, you may not accept these Terms of Use or use the Platform on its behalf. If you accept these Terms of Use without such authority, you are solely responsible for that unauthorized acceptance and use, and you agree to indemnify, defend, and hold HH Notes AI harmless from any claims, losses, liabilities, penalties, damages, costs, or expenses arising from your lack of authority.
If you do not agree to these Terms of Use, you may not access, view, or use the Platform.
1. Important Notice Regarding Arbitration and Class Action Waiver
These Terms of Use contain provisions requiring binding arbitration and waiving the right to participate in class actions. This means that disputes may be resolved through individual arbitration rather than in court, and you may be giving up the right to a jury trial or to participate in a class action.
Please read the sections titled “Binding Arbitration” and “Class Action Waiver” carefully.
2. Description of the Platform
HH Notes AI is a software-as-a-service platform designed to assist healthcare users with home health documentation workflows. The Platform may include features that assist with transcription, visit note generation, OASIS documentation support, clinical summary generation, suggested documentation content, suggested education topics, and related outputs.
The Platform is intended to support documentation efficiency and completeness. It does not replace clinical judgment, professional responsibility, patient assessment, agency policy, care plan requirements, payer requirements, billing requirements, coding requirements, CMS requirements, state survey requirements, or applicable legal and regulatory obligations.
3. Right to Access and Use the Platform
Subject to these Terms of Use, HH Notes AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for your internal business or professional purposes.
You may allow your authorized employees, contractors, clinicians, administrators, or other authorized users to access the Platform only as permitted by your account settings and subscription plan. You are responsible for all activity under your account and for ensuring that all authorized users comply with these Terms of Use.
You may not use the Platform for any unlawful purpose or for any purpose prohibited by these Terms of Use.
5. Customer Administrators
If your organization designates an administrative user or account administrator, that administrator may have access to account information, user activity, generated outputs, documentation, transcripts, summaries, usage data, and other information associated with your organization’s use of the Platform.
You are responsible for ensuring that administrators are properly authorized, trained, and permitted under your internal policies and applicable law to access such information. You are solely responsible for all access, actions, omissions, and use of the Platform by your administrators and authorized users.
6. Trials, Subscriptions, and Fees
HH Notes AI may offer free trials, limited-use accounts, monthly subscriptions, annual subscriptions, or other paid plans. Trial access is provided only for evaluation purposes and may be limited by visit count, feature access, time period, user count, or other restrictions made known at signup or in the Platform.
During any trial period, you may not use the Platform for competitive analysis, commercial resale, unauthorized production use, or any purpose not permitted by HH Notes AI.
By purchasing a subscription, you agree to pay all applicable fees associated with the selected plan. Subscription fees may be billed through a third-party payment processor. You are responsible for providing accurate and current billing information.
Unless otherwise stated in writing, subscription payments are recurring and may continue until canceled. Cancellation may stop future renewals but does not automatically entitle you to a refund of prepaid fees unless otherwise stated by HH Notes AI.
HH Notes AI may change fees, add fees, modify subscription plans, suspend service for nonpayment, or terminate access in accordance with these Terms of Use.
7. Ownership of the Platform
The Platform, including software, design, interfaces, workflows, templates, prompts, models, documentation, graphics, text, icons, logos, processes, features, and related materials, is owned by HH Notes AI or its licensors and is protected by copyright, trademark, trade secret, and other intellectual property laws.
You receive only a limited right to access and use the Platform as permitted by these Terms of Use. You do not acquire ownership of the Platform or any HH Notes AI intellectual property.
You may not copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, resell, distribute, sublicense, frame, scrape, or use the Platform or any part of it to develop a competing product or service, except to the extent expressly permitted by applicable law.
8. Your Data, Medical Records, Patient Recordings, PHI, and Output
For purposes of these Terms of Use:
“Your Data” means data, documents, medical records, patient information, visit information, uploaded files, transcript content, patient recordings, user information, and other information submitted to or processed through the Platform by you or your authorized users.
“Patient Recordings” means audio recordings of patient encounters, visit discussions, or other recorded sessions submitted to or processed through the Platform.
“Medical Records” means patient history, clinical findings, diagnostic information, medications, therapy information, progress information, reports, documents, OASIS information, visit documentation, and other health-related records or information submitted to the Platform.
“Protected Health Information” or “PHI” has the meaning given to that term under HIPAA and related regulations.
“Output” means documentation, summaries, OASIS-related content, visit note content, recommendations, suggested interventions, or other materials generated by the Platform from Your Data.
As between you and HH Notes AI, you own Your Data and Output, subject to the rights and licenses granted to HH Notes AI in these Terms of Use.
You are solely responsible for the accuracy, quality, legality, completeness, and appropriateness of Your Data and for ensuring that you have all rights, consents, permissions, authorizations, and legal authority necessary to submit Your Data to the Platform.
9. License to Use Your Data
You grant HH Notes AI a non-exclusive, worldwide, royalty-free license to use, process, reproduce, store, transmit, display, modify, and otherwise handle Your Data and Output as necessary to provide, maintain, secure, troubleshoot, support, and improve the Platform.
HH Notes AI may use usage data, aggregate data, and de-identified data for business purposes, analytics, quality improvement, product improvement, security, and development of services, provided such data does not identify you, your organization, an authorized user, a patient, or any identifiable individual.
HH Notes AI will process PHI in accordance with the Business Associate Agreement attached as Schedule A when HH Notes AI is acting as a business associate.
10. De-Identified and Aggregate Data
HH Notes AI may create and use de-identified data and aggregate data derived from use of the Platform, Your Data, Output, and usage activity. De-identified and aggregate data does not identify you, your organization, an authorized user, a patient, or any identifiable individual.
HH Notes AI may use de-identified or aggregate data to operate, maintain, manage, analyze, improve, and develop the Platform and related services.
HH Notes AI may not use de-identified or aggregate data in a manner that re-identifies an individual or violates the Business Associate Agreement.
11. AI Model Improvement and Platform Learning
HH Notes AI may provide settings or options that allow you to consent to the use of certain data or outputs for product improvement, customization, or AI model improvement.
Where such settings are available, you are responsible for selecting the settings that are appropriate for your organization, your patients, your policies, and applicable law.
HH Notes AI will not use PHI for purposes outside the scope permitted by the applicable Business Associate Agreement and these Terms of Use.
12. Retention of Data and Patient Recordings
HH Notes AI may provide settings that allow you to control how certain data and Patient Recordings are retained.
Patient Recordings may be temporarily saved in a secure manner while transcription, note generation, quality checks, or related processing are completed. After processing is complete, Patient Audio Recordings are permanently deleted.
HH Notes AI is not your official medical record system, legal record retention system, or EHR unless expressly agreed in writing. You are responsible for exporting, saving, maintaining, backing up, signing, submitting, and retaining all documentation and medical records required by law, payer rules, agency policy, professional standards, or patient care requirements.
13. Consent to Recording and Use of the Platform During Patient Encounters
You are solely responsible for obtaining all consents, permissions, and authorizations required before recording any patient encounter or submitting any patient information, Patient Recording, Medical Record, PHI, or other patient-related information to the Platform.
Consent requirements may vary depending on your organization’s policies and applicable federal, state, and local laws and regulations. You are responsible for understanding and following those requirements.
HH Notes AI may provide a reminder to ask for consent from the patient and from every person in the room before starting a recording. This reminder is provided as a support feature only. It does not replace your responsibility to obtain, document, and maintain any required consent.
You represent and warrant that, before recording, uploading, submitting, or processing any patient encounter or patient information through the Platform, you have obtained all required consents, permissions, notices, authorizations, and approvals from the patient and all other individuals whose voices, images, information, or communications may be captured.
If a patient or any person present refuses consent, withdraws consent, or asks that recording stop, you are responsible for stopping the recording and complying with all applicable legal, clinical, ethical, agency, and documentation requirements.
HH Notes AI is not responsible or liable for your failure to obtain legally required consent, your improper use of recording features, your failure to comply with state or local recording laws, your failure to follow agency policies, or your failure to comply with professional standards relating to recordings.
14. Patient Questions Regarding Recordings and Documentation
HH Notes AI may provide informational language to help clinicians answer common patient questions. Such language is provided for convenience only and should be adapted to your organization’s policies and applicable law.
Am I required to give consent? What happens if I say no? — Consent is important and may be withdrawn at any time. The Platform is intended to help the clinician focus on the patient during the visit instead of writing notes. If a patient does not consent, refusal should not negatively impact the patient’s care.
Are audio recordings saved? — Audio recordings may be temporarily saved in a secure manner until note summaries, transcription, and quality checks are complete, and then permanently deleted.
Is patient information safe? — Patient information should be handled in accordance with HIPAA, applicable privacy requirements, encryption safeguards, and the applicable Business Associate Agreement.
Where is data saved? — HH Notes AI may store data on secure servers located within the United States, subject to HH Notes AI’s hosting, security, privacy, and retention policies.
Who has access to HH Notes AI data? — Access may be limited to authorized users and administrators as permitted by account settings, organizational policy, HIPAA, and the applicable Business Associate Agreement. PHI may be used or disclosed only as permitted for treatment, payment, healthcare operations, as authorized by the patient, or as otherwise permitted or required by law.
How accurate is the technology? — HH Notes AI uses artificial intelligence to assist with transcription and documentation. The clinician remains responsible for reviewing all content for accuracy, completeness, appropriateness, and compliance before using, signing, submitting, exporting, or relying on any Output.
15. Clinical Output, Human Oversight, and Professional Judgment
The Platform may generate draft documentation, suggestions, OASIS-related content, visit note content, or other Output.
The Platform is intended to support, not replace, clinician judgment. You and your authorized users must independently review, validate, edit, approve, and confirm all Output before using it for clinical documentation, billing, coding, compliance, care planning, submission, export, or patient care decisions.
You may not rely on the Platform without human oversight to create, finalize, sign, export, submit, bill, code, or otherwise use clinical documentation.
No suggested test, procedure, intervention, education item, diagnosis, treatment, care plan item, or responsive action should be performed, documented, confirmed, or submitted unless, in the clinician’s professional judgment, it is medically appropriate, accurate, actually performed, directly verified, and consistent with the patient’s condition, plan of care, agency policy, scope of practice, and applicable law.
You are solely responsible for all clinical decisions, medical conclusions, treatment decisions, documentation decisions, billing decisions, coding decisions, and care-related actions based on or related to Output.
16. No Medical Advice; No Substitute for Professional Judgment
The Platform, Content, and Output are not intended to diagnose, treat, cure, prevent, or manage any disease or health condition. The Platform is not a substitute for professional medical advice, diagnosis, treatment, clinical judgment, patient assessment, direct examination, agency policy, or applicable standards of care.
HH Notes AI does not warrant or guarantee that any Output is accurate, complete, current, clinically appropriate, compliant, or suitable for any individual patient.
You are solely responsible for reviewing the Output for accuracy, completeness, correctness, medical appropriateness, and compliance before using it.
17. OASIS, Visit Notes, Billing, Coding, and Documentation Responsibility
HH Notes AI may assist with OASIS documentation, visit notes, and related documentation workflows. The Platform does not independently determine payer coverage, billing eligibility, coding compliance, medical necessity, plan-of-care compliance, CMS compliance, state survey compliance, iQIES submission compliance, Medicare compliance, Medicaid compliance, or regulatory compliance.
You are solely responsible for ensuring that any documentation, OASIS content, billing information, coding information, visit note, assessment, or submission is accurate, complete, compliant, and supported by the patient’s actual condition and the care actually provided or verified.
HH Notes AI is not responsible for claim denials, survey deficiencies, documentation deficiencies, coding errors, billing errors, improper OASIS responses, missed deadlines, failure to submit required documentation, failure to comply with agency policy, or failure to comply with payer or government program requirements.
19. Prohibited Data and Sensitive Data Restrictions
You may not submit data to the Platform unless you have the required legal authority, patient consent, organizational permission, and applicable authorization.
You may not submit data that violates applicable law, infringes third-party rights, violates privacy rights, contains unlawful content, or is otherwise prohibited by these Terms of Use.
Unless HH Notes AI expressly agrees in writing, the Platform is not designed for use with data subject to special restrictions beyond standard HIPAA obligations, including substance use disorder treatment records subject to 42 CFR Part 2, psychotherapy notes, genetic information subject to special handling requirements, or other information requiring heightened consent or specialized compliance workflows. You are responsible for determining whether any data is subject to special privacy, consent, or handling requirements.
20. Acceptable Use Policy
You agree not to misuse the Platform. Prohibited conduct includes: 1. using the Platform for any unlawful purpose; 2. sharing login credentials or allowing unauthorized access; 3. accessing areas of the Platform not intended for you; 4. attempting to bypass security controls, content controls, safety filters, usage limits, or access restrictions; 5. uploading viruses, malware, harmful code, or destructive content; 6. reverse engineering, decompiling, disassembling, copying, modifying, or attempting to derive source code, trade secrets, models, prompts, workflows, or proprietary processes; 7. using the Platform to develop, train, or improve a competing product or service; 8. scraping, crawling, harvesting, or using automated systems to access the Platform without permission; 9. interfering with Platform performance, servers, networks, accounts, or other users; 10. uploading content that is defamatory, obscene, threatening, harassing, offensive, infringing, unlawful, or invasive of privacy; 11. submitting patient information without required consent, permission, or authorization; 12. using the Platform to create, finalize, submit, bill, code, or document clinical information without appropriate human review; 13. deleting or altering important information used by you or other users in your organization without authorization; 14. recording a patient encounter without required consent from the patient and every other person whose communication may be captured; 15. continuing to record after consent is denied or withdrawn; 16. using the Platform outside your scope of practice or contrary to agency policy; or 17. using the Platform in any way inconsistent with its intended purpose.
HH Notes AI may suspend, restrict, or terminate access if we believe the Platform has been misused.
21. Confidentiality and Data Security
Each party may have access to confidential information of the other party. Confidential information includes nonpublic information that a reasonable person would understand to be confidential, including business information, trade secrets, security information, account information, personal information, and patient-related information.
Each party agrees to use reasonable and appropriate measures to protect the other party’s confidential information and to prevent unauthorized use or disclosure.
HH Notes AI will use appropriate administrative, technical, and physical safeguards designed to protect PHI and confidential information as required by the applicable Business Associate Agreement and these Terms of Use.
22. Privacy and Business Associate Agreement
Your use of the Platform may involve the transmission or processing of personal information and PHI. HH Notes AI’s privacy practices are described in its Privacy Policy.
If HH Notes AI creates, receives, maintains, or transmits PHI on behalf of a covered entity or business associate, the parties agree that the Business Associate Agreement attached as Schedule A applies and is incorporated into these Terms of Use.
If the Business Associate Agreement conflicts with these Terms of Use regarding PHI, the Business Associate Agreement controls only with respect to PHI.
23. Third-Party Service Providers and Subcontractors
HH Notes AI may use vendors, subcontractors, hosting providers, analytics providers, cloud service providers, payment processors, security tools, support tools, or other third-party service providers to operate, maintain, secure, and improve the Platform.
Where required by HIPAA, HH Notes AI will enter into appropriate written agreements with subcontractors that create, receive, maintain, or transmit PHI on behalf of HH Notes AI, requiring such subcontractors to agree to restrictions and conditions that protect PHI.
HH Notes AI is not responsible for third-party services that you independently choose, access, configure, or connect to the Platform outside HH Notes AI’s approved workflow.
24. Your Representations and Warranties
You represent and warrant that: 1. you have authority to enter into these Terms of Use; 2. if you are accepting on behalf of an agency, organization, or legal entity, you are legally authorized to bind that entity to these Terms of Use and the Business Associate Agreement; 3. you and your authorized users will comply with these Terms of Use; 4. all registration, account, billing, and contact information you provide is accurate and complete; 5. you have all rights, consents, permissions, and authorizations required to submit Your Data to the Platform; 6. you have obtained all required patient consents and recording permissions; 7. you have obtained consent from every person whose voice, image, or communication may be captured in a Patient Recording; 8. you will maintain records of required consents as required by your organization and applicable law; 9. you will not submit unlawful, infringing, defamatory, offensive, or unauthorized content; 10. you will not use the Platform in a way that violates HIPAA, applicable privacy laws, recording laws, professional obligations, agency policies, or patient rights; 11. you will review and validate all Output before using it; and 12. you will not represent that HH Notes AI approved, signed, verified, certified, or finalized any clinical documentation.
25. Feedback
You may provide suggestions, comments, ideas, or feedback regarding the Platform. Feedback is voluntary. HH Notes AI may use feedback for any purpose, including improving, developing, marketing, or modifying products and services, without compensation or obligation to you.
You should not submit confidential patient information or confidential business information as feedback unless specifically requested through an authorized secure process.
26. Third-Party Services and External Sites
The Platform may include links, integrations, references, or access to third-party websites, services, payment processors, hosting providers, analytics providers, EHR-related services, or other third-party tools.
HH Notes AI does not control and is not responsible for third-party sites or services. Accessing third-party sites or services is at your own risk and may be subject to separate terms and privacy policies.
27. Availability and Modification of the Platform
HH Notes AI will use commercially reasonable efforts to make the Platform available. However, the Platform may be unavailable, interrupted, delayed, modified, or limited due to maintenance, updates, system failures, equipment malfunctions, third-party service issues, security events, or causes beyond HH Notes AI’s control.
HH Notes AI may modify, suspend, discontinue, remove, or alter features, functionality, or content at any time without prior notice.
28. Termination and Suspension
These Terms of Use begin when you accept them or first use the Platform and continue until terminated.
HH Notes AI may suspend, restrict, or terminate your access to all or part of the Platform at any time if you violate these Terms of Use, fail to pay applicable fees, create security risk, misuse the Platform, violate applicable law, or use the Platform in a manner inconsistent with its purpose.
You may stop using the Platform at any time. Subscription cancellation terms may apply. Upon termination, your right to access and use the Platform ends. Certain provisions, including ownership, confidentiality, data rights, disclaimers, limitation of liability, indemnification, arbitration, class action waiver, and miscellaneous provisions, will survive termination.
29. Disclaimer of Warranties
THE PLATFORM, CONTENT, SERVICES, AND OUTPUT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTIES OF ANY KIND.
HH NOTES AI DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, QUALITY OF INFORMATION, OR RESULTS OBTAINED THROUGH USE OF THE PLATFORM.
HH NOTES AI DOES NOT WARRANT THAT THE PLATFORM OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, UNINTERRUPTED, SECURE, OR APPROPRIATE FOR ANY PARTICULAR PATIENT, CLINICIAN, ORGANIZATION, DOCUMENTATION NEED, BILLING PURPOSE, CODING PURPOSE, OR REGULATORY REQUIREMENT.
USE OF THE PLATFORM AND OUTPUT IS AT YOUR OWN RISK.
30. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HH NOTES AI, ITS AFFILIATES, VENDORS, LICENSORS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES, INCLUDING LOST PROFITS, LOST DATA, LOST BUSINESS, BUSINESS INTERRUPTION, DOCUMENTATION ERRORS, BILLING ERRORS, CODING ERRORS, OASIS ERRORS, CLAIM DENIALS, SURVEY DEFICIENCIES, CLINICAL DECISIONS, PATIENT CARE DECISIONS, RECORDING-CONSENT VIOLATIONS, OR FAILURE TO FOLLOW STATE, LOCAL, AGENCY, PROFESSIONAL, OR PAYER REQUIREMENTS ARISING OUT OF OR RELATING TO THE PLATFORM, OUTPUT, OR THESE TERMS OF USE.
HH NOTES AI SHALL NOT BE LIABLE FOR IMPROPER USE OF RECORDING FEATURES, FAILURE TO OBTAIN CONSENT, RECORDING WITHOUT LEGAL AUTHORITY, RECORDING IN VIOLATION OF STATE OR LOCAL LAW, RECORDING IN VIOLATION OF AGENCY POLICY, OR CONTINUING TO RECORD AFTER CONSENT IS DENIED OR WITHDRAWN.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HH NOTES AI’S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE PLATFORM, OUTPUT, OR THESE TERMS OF USE SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNT YOU PAID TO HH NOTES AI FOR THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow certain limitations of liability, so some limitations may not apply to you.
31. Indemnification
You agree to indemnify, defend, and hold harmless HH Notes AI, its affiliates, officers, directors, employees, contractors, agents, vendors, licensors, successors, and assigns from and against any claims, demands, actions, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to: 1. your use or misuse of the Platform; 2. your use, review, approval, submission, export, billing, coding, or reliance on Output; 3. Your Data; 4. your failure to obtain required consents, permissions, or authorizations; 5. your improper recording of any patient, caregiver, family member, staff member, clinician, or other person; 6. unauthorized access through your account; 7. your breach of these Terms of Use or the Business Associate Agreement; 8. your violation of law, regulation, agency policy, professional obligation, or third-party rights; 9. your clinical, billing, coding, OASIS, or documentation decisions; 10. any claim relating to patient care, documentation, consent, privacy, or submitted information; 11. your acceptance of these Terms of Use or the Business Associate Agreement without legal authority to bind your agency or organization; or 12. any use of the Platform outside its intended purpose.
32. Export, Import, and Compliance With Laws
You are responsible for complying with all applicable laws and regulations regarding access to and use of the Platform, including privacy, healthcare, recording, consent, export, import, professional practice, payer, CMS, Medicare, Medicaid, and agency requirements.
You may not access or use the Platform where such access or use is prohibited by law.
33. Binding Arbitration
Except for claims that may be brought in small claims court or claims seeking injunctive or equitable relief, any dispute, claim, controversy, or disagreement arising out of or relating to these Terms of Use, the Platform, Output, or your access to or use of the Platform will be resolved by binding arbitration.
The arbitration will be governed by the Federal Arbitration Act. The arbitration may be conducted by JAMS under its applicable rules and procedures. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court having jurisdiction.
Arbitration may be conducted in person, by telephone, online, by written submission, or as otherwise permitted by the applicable arbitration rules.
Nothing in this section prevents either party from seeking provisional, injunctive, or equitable relief in a court of competent jurisdiction to protect intellectual property, confidential information, security, privacy, or proprietary rights.
34. Class Action Waiver
You and HH Notes AI agree that any dispute will be brought only on an individual basis. You may not bring claims as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.
The arbitrator may decide only individual claims and may not consolidate claims of multiple persons or preside over any form of class or representative proceeding.
35. Governing Law and Exclusive Forum
These Terms of Use and any dispute relating to them or the Platform will be governed by the laws of the State of [Insert State], without regard to conflict-of-law principles.
Subject to the arbitration provisions above, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [Insert County and State] for disputes arising out of or relating to these Terms of Use or the Platform.
36. Equitable Relief
You acknowledge that unauthorized use of the Platform, misuse of confidential information, violation of intellectual property rights, unauthorized access, security violations, or misuse of patient information may cause irreparable harm to HH Notes AI or others.
HH Notes AI may seek injunctive, equitable, provisional, or other appropriate relief from any court of competent jurisdiction, without waiving any right to arbitration.
37. Notices
HH Notes AI may provide notices by email, through the Platform, through account notifications, or by other reasonable means.
You consent to receive notices electronically. Notices to HH Notes AI must be sent to: HH Notes AI, [Insert Legal Company Name], [Insert Address], [Insert Email Address].
38. Assignment
You may not assign or transfer your rights or obligations under these Terms of Use without HH Notes AI’s prior written consent. HH Notes AI may assign these Terms of Use in connection with a merger, acquisition, corporate reorganization, sale of assets, or transfer of business.
39. Waiver and Severability
HH Notes AI’s failure to enforce any provision of these Terms of Use does not constitute a waiver of that provision.
If any provision of these Terms of Use is found unenforceable, that provision will be modified or severed to the extent necessary, and the remaining provisions will remain in full force and effect.
40. Force Majeure
HH Notes AI will not be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, labor disputes, government action, internet failures, third-party service failures, cyber events, war, terrorism, or other events beyond reasonable control.
41. Entire Agreement
These Terms of Use, together with any incorporated Privacy Policy, Business Associate Agreement, subscription terms, order form, or other written agreement, constitute the entire agreement between you and HH Notes AI regarding the Platform and supersede all prior or contemporaneous communications or understandings regarding the Platform.
42. Acknowledgment
BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THESE TERMS OF USE, INCLUDING THE BUSINESS ASSOCIATE AGREEMENT ATTACHED AS SCHEDULE A.
Schedule A. Business Associate Agreement
This Business Associate Agreement (“BAA”) is entered into by and between HH Notes AI (“Business Associate”) and you or the agency, organization, company, or legal entity you represent (“Covered Entity” or “Customer”).
This BAA is effective as of the date you accept the HH Notes AI Terms of Use, create an account, execute an order form, purchase a subscription, access the Platform, or otherwise begin using the Platform, whichever occurs first.
1. Purpose and Relationship of the Parties. Covered Entity has entered into the HH Notes AI Terms of Use or another written agreement with Business Associate under which Business Associate may create, receive, maintain, or transmit Protected Health Information (“PHI”) on behalf of Covered Entity. The parties intend this BAA to satisfy applicable requirements of HIPAA, the HITECH Act, and related regulations governing business associate agreements. If there is a conflict between this BAA and the Terms of Use regarding PHI, this BAA controls only with respect to PHI.
2. Authority to Bind Covered Entity. The individual accepting this BAA represents and warrants that they are legally authorized to bind the Covered Entity to this BAA. If the individual accepting this BAA is not legally authorized to bind the Covered Entity, that individual may not accept this BAA or use the Platform on behalf of the Covered Entity. If the individual nevertheless accepts this BAA or uses the Platform without authority, that individual is solely responsible for the unauthorized acceptance and agrees to indemnify, defend, and hold Business Associate harmless from any claims, losses, liabilities, penalties, damages, costs, or expenses arising from such lack of authority. Covered Entity is responsible for ensuring that only authorized representatives accept legal agreements, create accounts, submit PHI, or use the Platform on its behalf.
3. Definitions. Terms used but not otherwise defined in this BAA have the same meaning as those terms under HIPAA, the HIPAA Rules, and the HITECH Act, including: Breach, Data Aggregation, Designated Record Set, Disclosure, Health Care Operations, Individual, Minimum Necessary, Protected Health Information, Required by Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information, and Use. “Business Associate” means HH Notes AI. “Covered Entity” means the customer, agency, organization, healthcare provider, or legal entity accepting this BAA and using the Platform in a manner that involves PHI. “HIPAA Rules” means the Privacy, Security, Breach Notification, and Enforcement Rules at 45 CFR Parts 160 and 164, as amended. “Services” means the services provided by Business Associate through the Platform, including transcription, documentation support, OASIS support, visit note generation, summary generation, quality review support, and related services.
4. Permitted Uses and Disclosures by Business Associate. Business Associate may use or disclose PHI only as permitted by this BAA, the Terms of Use, any applicable order form, or as Required by Law. Business Associate may use and disclose PHI as necessary to perform the Services for Covered Entity. Business Associate may use PHI for the proper management and administration of Business Associate and to carry out Business Associate’s legal responsibilities, provided that any disclosure for such purposes is Required by Law or Business Associate obtains reasonable assurances from the recipient that the PHI will remain confidential, will be used or further disclosed only as Required by Law or for the purpose for which it was disclosed, and that the recipient will notify Business Associate of any known breach of confidentiality. Business Associate may use artificial intelligence model providers, large language model API providers, transcription providers, cloud infrastructure providers, and other technical subcontractors to provide the Services. To the extent any such subcontractor creates, receives, maintains, or transmits PHI on behalf of Business Associate, Business Associate shall require the subcontractor to agree in writing to restrictions, safeguards, and conditions that are at least as protective as those required by HIPAA and this BAA. Business Associate may use PHI to provide Data Aggregation services relating to the Health Care Operations of Covered Entity, if applicable and permitted by law. Business Associate may use PHI to de-identify information in accordance with HIPAA. Once properly de-identified, such information is no longer PHI and may be used by Business Associate as permitted by the Terms of Use and applicable law. Business Associate may use or disclose PHI as Required by Law. Business Associate will make uses, disclosures, and requests for PHI consistent with the Minimum Necessary standard when required by HIPAA.
5. Prohibited Uses and Disclosures. Business Associate shall not use or disclose PHI except as permitted or required by this BAA or as Required by Law. Business Associate shall not sell PHI or use PHI for marketing in a manner prohibited by HIPAA. Business Associate shall not use or disclose PHI in a manner that would violate HIPAA if done by Covered Entity, except for Business Associate’s permitted uses for management and administration, legal responsibilities, de-identification, or Data Aggregation as permitted by this BAA. Business Associate shall not use PHI to make autonomous clinical decisions, replace clinician judgment, or determine patient treatment.
6. Safeguards. Business Associate shall use appropriate administrative, physical, and technical safeguards to prevent use or disclosure of PHI other than as permitted by this BAA. With respect to electronic PHI, Business Associate shall comply with applicable requirements of the HIPAA Security Rule. Business Associate shall maintain reasonable security measures designed to protect the confidentiality, integrity, and availability of electronic PHI that Business Associate creates, receives, maintains, or transmits on behalf of Covered Entity.
7. Reporting of Unauthorized Uses, Disclosures, Security Incidents, and Breaches. Business Associate shall report to Covered Entity any use or disclosure of PHI not permitted by this BAA of which Business Associate becomes aware. Business Associate shall report any Breach of Unsecured PHI to Covered Entity without unreasonable delay and in no event later than ten (10) calendar days after discovery, unless a longer period is expressly permitted by law and agreed by the parties in writing. To the extent known, Business Associate’s breach notice shall include: 1. a brief description of the Breach; 2. the date of the Breach and the date of discovery, if known; 3. the types of PHI involved; 4. the identification of affected Individuals, if known; 5. steps Business Associate has taken or plans to take to investigate, mitigate harm, and prevent recurrence; and 6. any other information reasonably required for Covered Entity to comply with HIPAA Breach Notification obligations. Business Associate shall report Security Incidents involving electronic PHI as required by HIPAA. The parties acknowledge that unsuccessful security events, including pings, scans, firewall blocks, and unsuccessful login attempts, may occur frequently and, unless they result in unauthorized access, use, disclosure, modification, or destruction of electronic PHI, this BAA serves as notice of such unsuccessful Security Incidents.
8. Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect known to Business Associate resulting from a use or disclosure of PHI by Business Associate in violation of this BAA.
9. Subcontractors. Business Associate shall ensure that any Subcontractor that creates, receives, maintains, or transmits PHI on behalf of Business Associate agrees in writing to substantially the same restrictions, conditions, and requirements that apply to Business Associate with respect to such PHI. Business Associate remains responsible for its Subcontractors’ compliance with such written obligations.
10. Access to PHI. To the extent Business Associate maintains PHI in a Designated Record Set, Business Associate shall make such PHI available to Covered Entity as reasonably necessary for Covered Entity to satisfy its obligations under HIPAA regarding an Individual’s right of access. If an Individual requests access directly from Business Associate, Business Associate may refer the request to Covered Entity unless otherwise required by law or agreed in writing. Covered Entity remains responsible for responding to Individual access requests unless the parties expressly agree otherwise in writing.
11. Amendment of PHI. To the extent Business Associate maintains PHI in a Designated Record Set, Business Associate shall make PHI available for amendment and incorporate amendments as directed or agreed to by Covered Entity, as reasonably necessary for Covered Entity to satisfy its obligations under HIPAA. If an Individual requests amendment directly from Business Associate, Business Associate may refer the request to Covered Entity unless otherwise required by law or agreed in writing. Covered Entity remains responsible for determining whether an amendment is appropriate.
12. Accounting of Disclosures. Business Associate shall document disclosures of PHI as required for Covered Entity to respond to an Individual’s request for an accounting of disclosures under HIPAA. Business Associate shall provide Covered Entity with information reasonably necessary for Covered Entity to respond to such requests. If an Individual requests an accounting directly from Business Associate, Business Associate may refer the request to Covered Entity unless otherwise required by law or agreed in writing.
13. Books and Records Available to HHS. Business Associate shall make its internal practices, books, and records relating to the use and disclosure of PHI received from, created by, or received by Business Associate on behalf of Covered Entity available to the Secretary of the U.S. Department of Health and Human Services for purposes of determining compliance with HIPAA.
14. Compliance With Covered Entity Obligations. To the extent Business Associate is delegated responsibility to carry out one or more of Covered Entity’s obligations under the HIPAA Privacy Rule, Business Associate shall comply with the requirements of the HIPAA Privacy Rule that apply to Covered Entity in the performance of such delegated obligation. Unless expressly agreed in writing, Business Associate is not responsible for Covered Entity’s Notice of Privacy Practices, patient authorization forms, consent forms, patient access request workflow, amendment workflow, accounting workflow, medical record retention obligations, or patient-facing privacy obligations.
15. Covered Entity Obligations. Covered Entity shall: 1. notify Business Associate of any limitation in Covered Entity’s Notice of Privacy Practices that may affect Business Associate’s use or disclosure of PHI; 2. notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent such changes may affect Business Associate’s use or disclosure of PHI; 3. notify Business Associate of any restriction on the use or disclosure of PHI that Covered Entity has agreed to or is required to follow, to the extent such restriction may affect Business Associate’s use or disclosure of PHI; 4. not request Business Associate to use or disclose PHI in a manner that would violate HIPAA if done by Covered Entity; 5. obtain and maintain all required consents, notices, permissions, authorizations, and legal bases for recording patient encounters and submitting PHI to the Platform; 6. comply with all state, local, agency, professional, and payer requirements related to patient recordings, transcription, documentation, OASIS, billing, coding, clinical documentation, and medical record retention; 7. ensure that all users are trained and authorized to use the Platform; 8. ensure that users stop recording if consent is denied or withdrawn; and 9. maintain final clinical documentation in the official medical record as required by law and policy. 10. provide Business Associate only the minimum necessary PHI required for Business Associate to perform the Services. Covered Entity is responsible for determining whether the PHI submitted to the Platform is necessary, appropriate, and legally permitted.
16. Recording Consent and Agency Compliance. Covered Entity acknowledges that Business Associate may provide recording, transcription, or documentation support features. Covered Entity is solely responsible for determining whether and when recording is permitted. Covered Entity shall obtain all required consent from the patient and every other person whose voice, image, or communication may be captured before beginning any recording. Covered Entity shall comply with all applicable recording laws, wiretapping laws, eavesdropping laws, privacy laws, telehealth consent laws, agency policies, professional board rules, payer requirements, and internal policies. Business Associate is not liable for Covered Entity’s or any user’s improper use of recording features, failure to obtain consent, failure to document consent, recording without legal authority, continuation of recording after consent is withdrawn, or failure to follow state, local, agency, professional, or payer requirements.
17. Specially Protected Information. Unless Business Associate expressly agrees in writing, Covered Entity shall not submit to the Platform information requiring specialized handling beyond standard HIPAA obligations, including substance use disorder records subject to 42 CFR Part 2, psychotherapy notes, genetic information requiring special protection, or other specially protected information subject to heightened legal restrictions. Covered Entity is solely responsible for determining whether any information is subject to specialized consent, handling, segregation, disclosure, or retention requirements.
18. Term and Termination. This BAA begins on the effective date stated above and remains in effect for as long as Business Associate creates, receives, maintains, or transmits PHI on behalf of Covered Entity, unless terminated earlier in accordance with this BAA or the Terms of Use. Either party may terminate this BAA if the other party materially breaches this BAA and fails to cure the breach within a reasonable period after written notice. Covered Entity may terminate this BAA if Business Associate violates a material term of this BAA and cure is not possible or is not completed within the time required by Covered Entity. Business Associate may terminate this BAA and the Services if Covered Entity violates this BAA, requests an unlawful use or disclosure of PHI, fails to obtain required consents, uses recording features unlawfully, creates unreasonable legal or security risk, or otherwise uses the Platform in a manner that may violate HIPAA or other applicable law.
19. Return or Destruction of PHI Upon Termination. Upon termination of this BAA, Business Associate shall return or destroy PHI received from, created by, or received by Business Associate on behalf of Covered Entity, if feasible. If return or destruction is not feasible, Business Associate shall extend the protections of this BAA to such PHI and limit further uses and disclosures to those purposes that make return or destruction infeasible. PHI contained in backups, archives, logs, or disaster recovery systems may be retained until deleted in accordance with Business Associate’s standard backup and retention policies, provided such PHI remains protected in accordance with this BAA.
20. De-Identification. Business Associate may de-identify PHI in accordance with HIPAA. De-identified information is not PHI and may be used by Business Associate for lawful purposes, including analytics, quality improvement, product development, security, and service improvement, provided Business Associate does not use such information to identify an Individual.
21. No Third-Party Beneficiaries. Nothing in this BAA creates any third-party beneficiary rights for any person or entity, including any patient, Individual, authorized user, employee, contractor, or Subcontractor.
22. Amendment for Changes in Law. The parties agree to amend this BAA as necessary to comply with changes in HIPAA, the HITECH Act, or other applicable law. If amendment is required and the parties cannot agree on reasonable amendment terms, either party may terminate this BAA and the related Services.
23. Survival. Business Associate’s obligations to protect PHI shall survive termination of this BAA for as long as Business Associate maintains PHI.
24. Interpretation. This BAA shall be interpreted to permit compliance with HIPAA and the HITECH Act. Any ambiguity shall be resolved in favor of a meaning that permits compliance with HIPAA.
25. Electronic Acceptance. This BAA may be accepted electronically. By clicking an acceptance button, creating an account, purchasing a subscription, accessing the Platform, or submitting PHI to the Platform, Covered Entity and the accepting representative agree to be bound by this BAA.