Platform Terms Of Use

Platform Terms Of Use

Platform Terms Of Use

Last Updated: October 16, 2024

These Platform Terms of Use ("Terms of Use") constitute a legal agreement between you and Notix AI, Inc. ("Notix," "we," "us," or "our"). These Terms of Use define the terms under which you are granted access to and may use our proprietary software-as-a-service (SaaS) platform, which is available through our web application and/or mobile application (if applicable) (the "Platform").

PLEASE READ THESE TERMS OF USE CAREFULLY. BY ACCESSING AND/OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF USE AND THE TERMS AND CONDITIONS OF OUR PRIVACY POLICY (THE "PRIVACY POLICY"), WHICH IS INCORPORATED HEREIN BY REFERENCE (COLLECTIVELY, THE "AGREEMENT"). IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, YOU MUST NOT USE THE PLATFORM.

If you accept or agree to the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or entity to the Agreement. In such cases, references to "you" and "your" shall apply to that company or legal entity.

We reserve the right to, at our sole discretion, modify, discontinue, or terminate the Platform or modify the Agreement at any time without prior notice. Should we modify the Agreement, such changes will be posted on the Platform. Your continued access or use of the Platform after modifications are posted indicates your acceptance of the modified Agreement. If you do not accept the modified Agreement, you must cease using the Platform.

IMPORTANT: THE SECTIONS TITLED "BINDING ARBITRATION" AND "CLASS ACTION WAIVER" CONTAIN A MANDATORY ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

Capitalized terms that are not defined in these Terms of Use shall have the meaning given in our Privacy Policy.

1. Right to Access and Use the Platform
Subject to these Terms of Use, Notix hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of this Agreement to allow your Authorized Users to access and use the Platform solely for your internal business purposes in evaluating the Platform.

You shall not (nor permit or authorize any third party to): (i) reverse engineer, decompile, disassemble, or attempt to derive the source code or interface protocols of the Platform; (ii) modify, adapt, or translate any part of the Platform; (iii) create any copies of the Platform or any part thereof; (iv) resell, distribute, or sublicense the Platform or any part thereof; (v) remove or modify any proprietary notices or labels on the Platform; (vi) use the Platform to build a competing product or for any purpose not explicitly allowed in this Agreement; (vii) introduce or upload any viruses, Trojan horses, or harmful code to the Platform; (viii) save, store, or archive any part of the services outside of the Platform unless expressly permitted in writing by Notix; (ix) use the Platform in connection with any timeshare or service bureau activity for the benefit of a third party; or (x) circumvent or attempt to bypass any security measures we have in place to protect the Platform.

In the event of a violation of this section, Notix reserves the right, at its sole discretion, to immediately terminate your access to the Platform without prior notice. Notix also reserves the right to modify the availability of any feature or function of the Platform at any time.

2. Authorized Users
Your employees and contractors who access and use the Platform on your behalf are referred to as "Authorized Users." Each Authorized User must create an individual account by providing a valid email address and creating a secure password (collectively, "Login Credentials"). During the trial period or under a paid subscription, a credit card is required for account creation to ensure a smooth transition should you choose to continue using the Platform. Login Credentials may not be shared among Authorized Users or with any third party. You agree to maintain the confidentiality of all Login Credentials and to notify us immediately of any unauthorized use or suspected unauthorized use of Login Credentials. You are responsible for any activities conducted under any Authorized User’s Login Credentials and ensuring compliance with these Terms of Use by your Authorized Users. We may disable any user account at our discretion if we believe these Terms of Use have been violated.

3. Trials
We may offer you access to the Platform on a 7-day free trial basis, which will require you to provide a valid credit card during signup. The trial is offered free of charge for a limited number of uses or for a specified duration of 7 days. During the trial period, you may use the Platform to evaluate whether to purchase a subscription. You may cancel at any time during the trial without incurring charges. If you do not cancel within the 7-day trial, your credit card will automatically be charged for the applicable subscription plan, and you will transition seamlessly to a paid subscription. The trial may not be used for competitive analysis or commercial purposes. We reserve the right to terminate your trial at any time without prior notice. Upon completion of the trial period, you may choose to subscribe to the Platform for continued use. During the trial, the Platform is provided "as is," with no warranties, indemnities, or support obligations.

4. Use of Personal Information
Your use of the Platform may require you to transmit certain personal information to us. Our collection and use of personal information are governed by our Privacy Policy, which is incorporated into these Terms of Use.

5. Ownership
The Platform contains materials such as software, text, graphics, images, sound recordings, and other elements (collectively, the "Content") that are owned by or licensed to Notix. You do not acquire any ownership rights in the Content, and you may not use the Content except as permitted under this Agreement. Unauthorized use of the Content may violate copyright, trademark, and other laws. You may not transfer, assign, sublicense, or modify the Content or create derivative works based on it without our express written permission. Any violation of this Agreement results in the immediate termination of your right to use the Content and Platform.

The trademarks, service marks, and logos used and displayed on the Platform are owned by Notix or third parties. You are not granted any rights to use these trademarks without written permission from us.

6. Your Data; Usage Data; De-Identified Data; Aggregate Data; and Output
For the purposes of this Agreement, "Your Data" means any data and information that you or your Authorized Users submit to the Platform, including, but not limited to, patient recordings, personal information (e.g., name, email address), and any data generated as output from using the Platform. "Usage Data" refers to information we collect regarding how the Platform is accessed and used, including system performance metrics and user interactions. "De-Identified Data" means data that has been processed to remove personally identifiable information. "Aggregate Data" refers to Usage Data and De-Identified Data combined in an anonymous form. As between the parties, all right, title, and interest in the Platform, Usage Data, De-Identified Data, and Aggregate Data shall belong solely to Notix.

You retain all ownership rights to Your Data and Output, and you grant Notix a non-exclusive, worldwide, royalty-free license to process, store, and use Your Data for the purposes of providing, maintaining, and improving the Platform. Notix may also use Aggregate Data for its business purposes, including analytics and service improvements, provided that such data does not identify you or any individual personally.

7. Retention of Your Data and Patient Recordings
Subject to your settings on the Platform, patient recordings are automatically deleted 30 days after they are processed by the Platform. You may choose to opt-out of automatic deletion and retain the recordings beyond the 30-day period. Additionally, you have the option to delete recordings at any time manually through the Platform settings. You are responsible for selecting and managing these retention settings. After termination of this Agreement, we will delete Your Data according to our data retention policies, except for backup copies retained for a limited period.

8. Fees
Notix offers access to the Platform through a subscription model with monthly or annual payment options ("Subscription"). The fees for the Subscription are as specified during your sign-up process ("Subscription Fees"). We may adjust the Subscription Fees from time to time, and any changes will apply upon your subscription renewal. Payment is due upon purchasing a subscription. By subscribing, you authorize Notix to charge your payment method on a recurring basis until you provide notice of cancellation. Notix reserves the right to terminate or suspend your Subscription for non-payment of fees.

9. Platform Rules
By accessing or using the Platform, you agree to comply with the following guidelines:

  • Do not use the Platform for unlawful purposes.

  • Do not attempt to collect information for a competing business.

  • Do not upload or make available content that infringes on intellectual property, promotes violence, or constitutes hate speech.

  • Do not impersonate others or misrepresent your affiliation.

  • Do not attempt to interfere with the Platform’s security.

  • Do not use automated systems to access the Platform except as explicitly permitted.

We reserve the right to deny access to the Platform for any behavior that we deem inappropriate or in violation of these rules.

10. Restrictions
The Platform is intended for individuals who are at least 18 years of age. If you are not 18 years or older, do not access or use the Platform.

11. Feedback
We welcome your feedback on the Platform. You agree that any feedback, suggestions, or ideas you provide may be used by Notix without any obligation to compensate you, and Notix has no confidentiality obligations with respect to such feedback.

12. No Warranties; Limitation of Liability
The Platform, Content, and services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. Notix disclaims all warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, and non-infringement. Your use of the Platform is at your sole risk. In no event shall Notix be liable for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement.

13. External Sites
The Platform may contain links to third-party websites. These links are provided for convenience only, and Notix is not responsible for the content or practices of such websites. Use of any linked third-party websites is at your own risk.

14. Representations and Warranties
You represent that you have the right to provide Your Data to Notix, including all necessary consents from any patients or individuals, and that your use of the Platform will comply with all applicable laws and regulations.

15. Indemnification
You agree to indemnify, defend, and hold harmless Notix and its affiliates from any claims, damages, losses, or expenses arising out of your use of the Platform, your breach of this Agreement, or your violation of any applicable law or third-party rights.

16. Compliance with Applicable Laws
The Platform is based in the United States and is intended for use within the United States. It is your responsibility to comply with any local laws applicable to your use of the Platform.

17. Term; Termination
This Agreement will remain in effect as long as you have an active subscription. Either party may terminate this Agreement with notice to the other. Upon termination, we will assist with the export of Your Data within thirty (30) days, after which Your Data will be deleted in accordance with our data retention policy.

18. Binding Arbitration
In the event of a dispute, such dispute shall be resolved by binding arbitration in accordance with the rules of JAMS. You agree to waive your right to a jury trial or to litigate disputes in court (except for small claims). Arbitration shall take place in the county where you reside and be conducted by a neutral arbitrator.

19. Class Action Waiver
You agree to resolve disputes individually and not as part of any class action.

20. Equitable Relief
In the event of a breach of intellectual property rights or confidential information, Notix may seek equitable relief in court to prevent further unauthorized use or disclosure.

21. Controlling Law; Exclusive Forum
This Agreement is governed by the laws of the State of California. Any actions arising out of or related to this Agreement shall be brought in the state or federal courts located in California.

22. Miscellaneous
You may not assign this Agreement without our consent. Our failure to enforce any provision shall not constitute a waiver of that provision. This Agreement represents the entire agreement between you and Notix with respect to your use of the Platform.



Business Associate Agreement
This Business Associate Agreement ("BAA") is by and between Notix AI, Inc. ("Business Associate") and you ("Covered Entity"), and is effective as of the date you accept the Terms of Use (the "Effective Date").

1. Definitions
Terms used but not otherwise defined in this BAA shall have the same meaning as set forth in 45 CFR Parts 160, 162, and 164 or the Health Information Technology for Economic and Clinical Health Act of 2009 ("HITECH Act").

2. Obligations of Business Associate
(a) Permitted Uses and Disclosures: Business Associate shall use or disclose Protected Health Information ("PHI") only as permitted to perform the services outlined in the Terms of Use, as allowed under this BAA, or as required by law. Business Associate may de-identify PHI in compliance with applicable regulations and may use or disclose such de-identified data at its discretion.

(b) Nondisclosure: Business Associate shall not use or disclose PHI other than as provided by this BAA or as required by law.

(c) Safeguards: Business Associate agrees to implement and maintain appropriate safeguards to prevent the unauthorized use or disclosure of PHI.

(d) Reporting of Unauthorized Use: Business Associate shall report any unauthorized use or disclosure of PHI to Covered Entity promptly and cooperate with any required mitigation efforts.

(e) Agents and Subcontractors: Business Associate shall ensure that any subcontractors who receive PHI agree to the same restrictions and obligations under this BAA.

(f) Access to PHI: Business Associate shall make PHI available to Covered Entity as necessary to fulfill Covered Entity’s obligations under applicable law.

(g) Amendment of PHI: Business Associate shall incorporate any amendments to PHI as directed by Covered Entity.

(h) Internal Practices: Business Associate shall make its internal practices relating to PHI available to the Secretary of Health and Human Services to verify compliance.

3. Obligations of Covered Entity
(a) Covered Entity shall provide any necessary notices and obtain required consents related to PHI shared with Business Associate.

(b) Covered Entity shall notify Business Associate of any changes affecting the permitted use or disclosure of PHI.

4. Term and Termination
(a) Term: This BAA shall become effective on the Effective Date and shall remain in effect as long as Business Associate retains PHI.

(b) Termination for Breach: Either party may terminate this BAA in the event of a material breach by the other party if such breach is not cured within thirty (30) days.

(c) Effect of Termination: Upon termination, Business Associate shall return or destroy all PHI, unless infeasible, in which case the BAA’s terms will continue to apply to such PHI.

5. Amendment
This BAA may be amended from time to time to comply with changes in applicable law.

6. No Third-Party Beneficiaries
This BAA is for the sole benefit of Business Associate and Covered Entity and does not confer any rights upon any third party.

7. Miscellaneous
All other terms of the Agreement remain in full force and effect. Any ambiguity shall be resolved in favor of a meaning that complies with applicable law.