Website Terms of Use

NoteGenix, Inc. (“NoteGenix,” or “we,” “our,” or “us”) welcomes you to our website located at https://notegenix.com/ (the “Website”). By visiting the Website, you confirm that you have read, understood, and agree to be bound by these Terms of Use and our Privacy Policy (together, the “Agreement”). If you do not agree, please refrain from accessing or using the Website.

If you accept this Agreement on behalf of a company or other legal entity, you confirm that you have the authority to bind that entity, and references to “you” will apply to that entity.
We may update or discontinue the Website or modify this Agreement at any time without prior notice. Changes take effect when posted on the Website. Continued use of the Website after any such changes constitutes your acceptance of the updated Agreement. If you do not accept the changes, please stop using the Website.
In addition to the Website, NoteGenix offers a proprietary software-as-a-service platform (the “Platform”), which is governed by our Platform Terms of Use. In the event of a conflict between these Terms of Use and the Platform Terms of Use, the Platform Terms of Use will control with respect to your use of the Platform.

IMPORTANT: PLEASE READ THE “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” SECTIONS BELOW. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS.

Capitalized terms not defined herein carry the meaning set forth in our Privacy Policy.

1. No Medical Advice
NoteGenix does not provide medical care, medical opinions, medical advice, diagnoses, or treatment through the Website or otherwise. NoteGenix solely provides a platform for transcribing patient visits.
The Website and its content are for informational purposes only and are not a substitute for professional medical advice. Always consult a qualified healthcare provider regarding medical concerns. Do not disregard or delay seeking professional advice based on anything you read on this Website. Accessing the Website does not create a doctor-patient or provider-patient relationship between you and NoteGenix. In the event of a medical emergency, call 911 or your physician immediately. You rely on the Website entirely at your own risk.

2. Use of Personal Information
Your use of the Website may involve the transmission of certain personal information to us. The collection and use of such information is governed by our Privacy Policy, which is incorporated into this Agreement by reference.

3. Intellectual Property
The Website contains software, text, graphics, images, audio recordings, audiovisual works, tutorials, and other materials provided by or on behalf of NoteGenix (collectively, the “Content”). The Content is owned by NoteGenix or its licensors and is protected under applicable domestic and international laws. Unauthorized use may violate copyright, trademark, and other intellectual property laws. You have no ownership rights in the Content and may only use it as expressly permitted under this Agreement. All copyright and proprietary notices must be retained in any permitted use. You may not sell, transfer, assign, license, sublicense, modify, reproduce, display, publicly perform, create derivative works from, distribute, or otherwise exploit the Content for any public or commercial purpose without our prior written consent. Use of the Content outside the Website or in a networked environment is strictly prohibited. Violation of any part of this Agreement immediately terminates your right to access the Website, and
you must promptly destroy any copies you have made.
The NoteGenix name, logo, and related marks (the “NoteGenix Trademarks“) are registered and unregistered trademarks or service marks of NoteGenix. Other names, marks, and logos on the Website may belong to third parties. Nothing on the Website grants any license or right to use any trademark without our prior written permission. Linking to the Website using our trademarks requires advance written approval. All goodwill arising from use of NoteGenix Trademarks belongs exclusively to us.
Elements of the Website are protected by trade dress, trademark, unfair competition, and other laws. You may not copy or imitate any part of the Website, including through framing or mirroring. No Content may be retransmitted without our express written consent.

4. Acceptable Use
By accessing the Website, you agree that you will not:
● Use the Website for any unlawful purpose;
● Use the Website to gather competitive intelligence or market research for a competing
business;
● Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
● Decompile, reverse engineer, or disassemble any software or products accessible through the
Website;
● Cover, block, or interfere with any advertisements or safety features on the Website;
● Circumvent, remove, alter, deactivate, degrade, or defeat any Website protections;
● Use automated tools (such as spiders, robots, crawlers, or data-mining software) to scrape or
download data from the Website, except for compliant Internet search engines or noncommercial public archives;
● Take any action that imposes an unreasonable or disproportionately large load on our
infrastructure; or
● Interfere with the proper operation of the Website through viruses, malware, informationcollection mechanisms, or unauthorized access attempts (including hacking or password
mining).
We reserve the right to deny access to the Website, or any portion of it, to any user or device at any time and without notice.

5. Feedback
We welcome your feedback, comments, and suggestions regarding the Website and our services. Please do not include confidential information in any feedback you submit. By providing feedback, you grant NoteGenix the unrestricted right to use, disclose, and build upon the ideas, concepts, techniques, and know-how contained in that feedback for any purpose, without compensation or attribution to you.

6. Disclaimer of Warranties; Limitation of Liability
THE WEBSITE AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NOTEGENIX x`AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (I) NOTEGENIX SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION ARISING FROM YOUR USE OF OR INABILITY TO USE THE WEBSITE OR RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES YOU SUFFER SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

The Website may contain technical inaccuracies, typographical errors, or omissions. We are not responsible for such errors and reserve the right to make corrections and improvements to the Website at any time without notice.

7. Third-Party Websites
The Website may include links to third-party websites (“External Sites”) for your convenience only. These links do not constitute an endorsement of the content on those sites. NoteGenix is not responsible for the content, accuracy, or practices of any External Sites. You should review the terms and privacy policies of any External Site you visit. Accessing External Sites is entirely at your own risk.

8. Indemnification
You agree to indemnify, defend, and hold harmless NoteGenix and its shareholders, officers, directors, employees, agents, and representatives (collectively, “NoteGenix Indemnitees”) from and against any damages, liabilities, losses, costs, and expenses (including reasonable attorney’s fees) arising from any third-party claim relating to: (i) your breach of this Agreement; (ii) your misuse of the Website or Content; or (iii) your violation of any third-party rights, including intellectual property or privacy rights.
This indemnification is conditioned on NoteGenix promptly notifying you of any such claim, cooperating with your defense at your expense, and giving you sole control over the defense and settlement negotiations.

9. Compliance with Applicable Laws
The Website is operated from the United States. We make no representations about whether the Website or its content is appropriate or available for use outside the United States. If you access the Website from outside the United States, you do so at your own risk and are solely responsible for compliance with the laws of your jurisdiction.

10. Termination
We reserve the right, at our sole discretion, to restrict, suspend, or terminate your access to all or any part of the Website at any time and for any reason without prior notice or liability. We may also change, suspend, or discontinue all or any part of the Website at any time without notice.

11. Binding Arbitration
Any dispute arising from or related to this Agreement, the Website, or any products or services provided by us (each, a “Dispute“) will be resolved exclusively through binding arbitration under the Federal Arbitration Act (“FAA”). NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE IN COURT OR TO A JURY TRIAL, except that either party may bring a claim in small claims court if it qualifies. Discovery and appeal rights may be more limited in arbitration than in court. Arbitration will be conducted before a neutral arbitrator jointly selected by the parties, under JAMS Comprehensive Arbitration Rules and Procedures (including Expedited Procedures) or JAMS Streamlined Arbitration Rules where applicable. JAMS rules are available at www.jamsadr.com. Each party is
responsible for its own JAMS filing, administrative, and arbitrator fees. The arbitrator’s award may be entered as a judgment in any court of competent jurisdiction.
Arbitration may be conducted in person, by document submission, by telephone, or online. If in person, it will take place in the U.S. county where you reside. The parties may seek court assistance to compel arbitration, stay proceedings, or confirm or modify an arbitration award. Nothing in these Terms prevents NoteGenix from seeking injunctive relief in any court of competent jurisdiction to protect its proprietary interests.

12. Class Action Waiver
YOU AGREE THAT ANY ARBITRATION OR LEGAL PROCEEDING WILL BE LIMITED TO THE INDIVIDUAL DISPUTE BETWEEN YOU AND NOTEGENIX. TO THE FULLEST EXTENT PERMITTED BY LAW: (I) NO ARBITRATION OR PROCEEDING WILL BE JOINED WITH ANOTHER; (II) NO DISPUTE MAY BE ARBITRATED OR RESOLVED ON A CLASS-ACTION BASIS; AND (III) NO DISPUTE MAY BE BROUGHT IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU MAY ONLY BRING CLAIMS IN YOUR INDIVIDUAL CAPACITY.

13. Equitable Relief
You acknowledge that any breach or threatened breach of our intellectual property rights or confidential information would cause us irreparable harm, entitling us to seek injunctive or other equitable relief without waiving any other remedies. You irrevocably consent to the personal and subject-matter jurisdiction of federal and state courts in California for any such action.

14. Governing Law; Jurisdiction
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles. Both parties consent to the exclusive jurisdiction of state and federal courts located in California for all matters arising out of or relating to this Agreement, and waive any objection to such courts on grounds of improper venue or inconvenient forum.

15. Miscellaneous
Termination of this Agreement does not affect any provisions that by their nature should survive, including: “Intellectual Property,” “Feedback,” “Disclaimer of Warranties; Limitation of Liability,” “Indemnification,” “Compliance with Applicable Laws,” “Termination,” “Binding Arbitration,” “Class Action Waiver,” “Governing Law; Jurisdiction,” and “Miscellaneous.”

You may not assign any of your rights or obligations under this Agreement without our prior written consent. Our failure to enforce any provision of this Agreement shall not constitute a waiver of that provision. No waiver is effective unless in writing. This Agreement constitutes the entire understanding between you and NoteGenix regarding the Website and supersedes all prior agreements on the subject. Section headings are for convenience only. This Agreement inures to the benefit of our successors,
assigns, licensees, and sublicensees.