Terms of Use

Welcome to SnapNotes! These Terms of Use outline the rules and regulations for the use of our service.

1. Introduction

These Terms of Use (this "Agreement") is a legal agreement between you and UMET Labs LLC ("UMET Labs," "we," "us," or "our"). By accessing and using SnapNotes (the "Platform"), you acknowledge that you have read, understood, and agree to be legally bound by this Agreement and our Privacy Policy, which is hereby incorporated by reference. If you do not agree to any of the terms in this Agreement, please do not use the Platform.

If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or legal entity to the Agreement, and "you" and "your" will refer and apply to that company or legal entity.

We reserve the right, at our sole discretion, to modify, discontinue, or terminate the Platform, or to modify this Agreement, at any time and without prior notice. If we modify the Agreement, we will post the modification on the Platform. By continuing to access or use the Platform after we have posted a modification, you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using the Platform.

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, INCLUDING MANDATORY ARBITRATION AND WAIVER OF CLASS RELIEF.

2. Right to Access and Use the Platform

Subject to the terms and conditions of this Agreement, UMET Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to authorize your Authorized Users to access and use SnapNotes solely for your internal business purposes.

You will not (and will not authorize, permit, or encourage any third party to):

If you violate this section, UMET Labs reserves the right, in its sole discretion, to immediately deny you access to the Platform, or any portion thereof, without notice. UMET Labs reserves the right to change the availability of any feature, function, or content relating to the Platform at any time, without notice or liability to you.

3. Authorized Users

Your employees and contractors who access and use the Platform on your behalf are referred to herein as "Authorized Users." Each Authorized User must create an account by providing their email address and creating a password (collectively, "Login Credentials"). Login Credentials cannot be shared between Authorized Users or by any Authorized User with a third party. Login Credentials must be kept confidential. You agree to immediately notify us of any unauthorized use or suspected unauthorized use of any Login Credentials. You are fully responsible for all activities, and use or misuse of the Platform, associated with any Authorized User's Login Credentials. You are also responsible for ensuring that your Authorized Users comply with these Terms of Use. You will promptly inform us of any need to deactivate or change any Login Credentials. We have the right to disable any Platform account username or password at any time for any reason, including if, in our sole discretion, we believe that you have failed to comply with these Terms of Use.

4. Responsibility for Uploaded Files

You are solely responsible for ensuring that files uploaded to the Platform are free of corruption, viruses, or defects. Unsupported or corrupted files may not process successfully, and UMET Labs is not liable for any issues caused by such files.

5. Service Downtime

UMET Labs does not guarantee uninterrupted access to the Platform. From time to time, the Platform may be unavailable due to maintenance, upgrades, or unforeseen technical issues. While we strive to minimize downtime, UMET Labs is not liable for any loss or damage resulting from service interruptions.

6. Audio File Compatibility

SnapNotes supports specific audio file formats, including WAV, MP3, and MP4. Users must ensure uploaded files are in a compatible format. Incompatible or corrupted files may not be processed successfully.

7. Accuracy of AI-Generated Content

AI-generated content provided by SnapNotes may contain errors or inaccuracies. Users are solely responsible for reviewing and verifying the accuracy of the content before using it in a professional capacity.

8. Customer Support

UMET Labs provides customer support for technical issues and general inquiries. Support is available during standard business hours via email at contact@UMETLab.com. Response times may vary.

4. Trials

If you would like to try our Platform, we may provide you with access to the Platform free of charge for a set number of visits that will be made known to you when you sign up. Such access is limited to evaluating the Platform to determine whether to purchase a subscription. During the trial period, you or your Authorized Users may not use the Platform for any other purposes, including but not limited to competitive analysis, commercial, professional, or for-profit purposes.

By signing up for a trial, you acknowledge and agree that a Stripe account will be created for you, using the information you provide, to manage your trial and any future subscriptions. No charges will be made to your account during the trial period unless you enter valid payment information and opt for a paid subscription. For more information about how Stripe handles your data, please refer to Stripe's Privacy Policy.

We reserve the right, in our sole discretion, to terminate your and your Authorized Users' access to the Platform during the trial period at any time. You may cancel the trial at any time during the trial period by providing written notice to us. Following the trial period, you may decide to purchase a paid subscription by notifying us. Notwithstanding anything to the contrary set forth in this Agreement, during any trial period, we will have no warranty, indemnity, support, or other obligations; we will have no liability for any harm or damage arising out of or in connection with the Platform; and your and your Authorized Users' use of the Platform is at your own risk.

5. Use of Personal Information

Your use of the Platform may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy, which is hereby incorporated by reference in its entirety.

6. Ownership

The Platform contains material such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of UMET Labs (collectively referred to as the "Content"). For the avoidance of doubt, Content shall not include Your Data. The Content may be owned by us or by third parties and is protected under both United States and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, modify, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. Posting or transmitting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Platform automatically terminates, and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of UMET Labs ("UMET Labs Trademarks") used and displayed on the Platform are registered and unregistered trademarks or service marks of UMET Labs. Other company, product, and service names located on the Platform may be trademarks or service marks owned by others (collectively with UMET Labs Trademarks, the "Trademarks"). Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any website is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of UMET Labs Trademarks inures to our benefit.

Elements of the Platform are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated, in whole or in part, by any means, including the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

7. Your Data; Usage Data; De-Identified Data; Aggregate Data; and Output

For purposes of this Agreement:

As between the parties, all right, title, and interest in and to the Platform, the Aggregate Data, the Usage Data, and the De-Identified Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of UMET Labs.

You own all right, title, and interest in and to Your Data and Output, including all modifications, improvements, adaptations, enhancements, or translations made thereto, and all intellectual property rights therein. You hereby grant UMET Labs a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute Your Data:

We will process any PHI included in Your Data in accordance with the Business Associate Agreement attached hereto as Schedule A ("BAA"). You have sole responsibility for the accuracy, quality, and legality of Your Data. If the terms of this Agreement conflict with the terms of the BAA, the terms of the BAA shall control solely with respect to the processing of PHI. By providing Your Data, you agree to be legally bound by the terms and conditions of the BAA, which is made part of this Agreement.

8. Ownership of Generated Content

All content generated by SnapNotes using Your Data is owned exclusively by you. UMET Labs does not claim any ownership rights over the content generated through your use of the service. You are responsible for managing and retaining this content in accordance with your own data retention policies and any applicable laws or regulations related to clinical practice.

9. Data Retention and Deletion

You retain full control over the data you submit to SnapNotes. You may delete your data at any time, and once deleted, it will be permanently removed from our systems. We do not retain data longer than 30 days unless deleted earlier by you. After the 30-day period, data will automatically be deleted from our systems. Once deleted, data cannot be retrieved.

10. No Retention of Voice Data

UMET Labs does not retain any voice data for training purposes. Voice data processed through SnapNotes will be used solely for generating notes and will not be used to improve our systems.

11. Platform Rules

By accessing and/or using the Platform, you hereby agree to comply with the following guidelines:

We reserve the right, in our sole and absolute discretion, to deny you (or any device) access to the Platform, or any portion thereof, without notice.

12. No Medical Advice

SnapNotes is designed to assist healthcare professionals in generating documentation but is not intended to provide medical advice, diagnosis, or treatment. Any medical decisions should be made based on professional judgment and in consultation with other medical sources. SnapNotes should not be relied upon as a substitute for professional medical advice, and users are solely responsible for any decisions they make based on the use of SnapNotes.

13. No Warranties; Limitation of Liability

ALTHOUGH THE OUTPUT CAN BE USED AS AN AID BY YOU AND YOUR AUTHORIZED USERS TO MAKE INFORMED BUSINESS DECISIONS, THE OUTPUT IS NOT MEANT TO SUBSTITUTE LEGAL OR BUSINESS ADVICE OR YOUR OR ANY OF YOUR AUTHORIZED USER’S EXERCISE OF THEIR OWN BUSINESS JUDGMENT. ANY SUCH DECISIONS OR JUDGMENTS ARE MADE AT SUCH PARTY’S SOLE DISCRETION AND ELECTION. YOU ACKNOWLEDGE AND AGREE THAT THE PLATFORM HAS NOT BEEN DESIGNED TO PROCESS PART 2 DATA, AND YOU AND YOUR AUTHORIZED USERS AGREE NOT TO USE THE PLATFORM TO PROCESS ANY PART 2 DATA. WE WILL NOT HAVE, AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR OR YOUR AUTHORIZED USER’S USE OF THE PLATFORM TO PROCESS PART 2 DATA.

THE PLATFORM, THE CONTENT, AND OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND NEITHER UMET LABS NOR ITS SUPPLIERS MAKE ANY WARRANTIES WITH RESPECT TO THE SAME OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, AND UMET LABS HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ACCURACY, COMPLETENESS, CURRENTNESS, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. TO THE EXTENT THAT UMET LABS AND ITS SUPPLIERS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

THE PLATFORM, THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR HEALTH CONDITION. YOU AND YOUR AUTHORIZED USERS ARE SOLELY RESPONSIBLE AND LIABLE FOR ANY MEDICAL CONCLUSIONS OR TREATMENT DECISIONS YOU MAKE BASED UPON ANY OUTPUT PROVIDED AND/OR MADE AVAILABLE THROUGH THE PLATFORM. THE PLATFORM, THE CONTENT, AND THE OUTPUT ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. UMET LABS DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION TO YOU OR ANY AUTHORIZED USER REGARDING THE USE OR PERFORMANCE OF THE PLATFORM, OR ANY COMPONENT THEREOF, OR ANY OUTPUT PRODUCED BY THE PLATFORM. UMET LABS WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH ANY USE OF THE PLATFORM AND/OR THE OUTPUT. UMET LABS IS NOT RESPONSIBLE FOR ANY DECISIONS TAKEN BY YOU OR ANY OF YOUR AUTHORIZED USERS BASED ON THE OUTPUT PRODUCED AND/OR MADE AVAILABLE THROUGH THE PLATFORM. YOU AND EACH OF YOUR AUTHORIZED USERS AGREE THAT THEIR USE OF THE PLATFORM, THE OUTPUT, OR ANY COMPONENT THEREOF IS ENTIRELY AT THEIR OWN RISK.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION, NOR SHALL WE BE RESPONSIBLE FOR (A) THE CORRECTNESS, ACCURACY, RELIABILITY, COMPLETENESS, OR CURRENCY OF THE PLATFORM; OR (B) ANY RESULTS ACHIEVED OR ACTION TAKEN BY YOU IN RELIANCE ON THE PLATFORM OR THE OUTPUT OF THE PLATFORM. ANY DECISION, ACT, OR OMISSION OF YOURS THAT IS BASED ON THE PLATFORM OR OUTPUT OF THE PLATFORM IS AT YOUR OWN AND SOLE RISK. THE PLATFORM AND THE OUTPUT ARE PROVIDED AS A CONVENIENCE ONLY AND DO NOT REPLACE THE NEED TO REVIEW THE OUTPUT FOR ACCURACY, COMPLETENESS, AND CORRECTNESS.

IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE PLATFORM, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ANY DIRECT DAMAGES THAT YOU AND YOUR AUTHORIZED USERS MAY SUFFER AS A RESULT OF YOUR USE OF THE PLATFORM, THE CONTENT, THE OUTPUT, OR ANY RELATED SERVICES SHALL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE TOTAL FEES PAID BY YOU TO US IN THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ARISES.

14. External Sites

The Platform may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

15. Representations and Warranties

You represent and warrant that: (i) you have all rights and permissions necessary to provide us with or grant us access to and use of Your Data; (ii) you have obtained all necessary and appropriate consents, permissions, and authorizations in accordance with all applicable laws and regulations with respect to Your Data provided hereunder, including but not limited to consents from patients, their parents, and/or legal guardians, including written consents to record patient visit sessions and authorization for the use, exchange, and disclosure of any applicable PHI (collectively, "Consents"); (iii) you will maintain records of such Consents for the time period required by applicable laws and regulations; and (iv) you and your Authorized Users shall not provide, submit, or otherwise process any Part 2 Data through the Platform. Upon our request, you shall provide copies of such Consents to us. For purposes of this Agreement, "Part 2 Data" means records of the identity, diagnosis, prognosis, or treatment of any patient which are maintained in connection with the performance of any program or activity relating to substance abuse education, prevention, training, treatment, rehabilitation, or research, which is conducted, regulated, or directly or indirectly assisted by any department or agency of the United States pursuant to 42 CFR Part 2.

16. Indemnification

You agree to indemnify, defend, and hold UMET Labs, its affiliates, and their respective shareholders, members, officers, directors, employees, agents, and representatives (collectively, "UMET Labs Indemnitees") harmless from and against any and all damages, liabilities, losses, costs, and expenses, including reasonable attorney’s fees (collectively, "Losses") incurred by any UMET Labs Indemnitee in connection with a third-party claim, action, or proceeding (each, a "Claim") arising from your or your Authorized Users’ (i) breach of this Agreement, including but not limited to any breach of your representations and warranties; (ii) misuse of the Platform, the Output, and/or any Content; (iii) negligence, gross negligence, willful misconduct, fraud, misrepresentation, or violation of law; or (iv) violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right; provided, however, that the foregoing obligations are subject to UMET Labs: (a) promptly notifying you of the Claim; (b) providing you, at your expense, with reasonable cooperation in the defense of the Claim; and (c) providing you with sole control over the defense and negotiations for a settlement or compromise.

17. Arbitration and Class Action Waiver

All disputes arising under this Agreement will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. You agree to waive the right to participate in any class action.

18. Termination

We reserve the right to terminate or suspend your access to SnapNotes at any time. Upon termination, all rights granted to you under this Agreement will cease immediately.

19. Changes to the Terms

UMET Labs reserves the right to modify these Terms at any time. Significant changes will be communicated to users, and continued use of the service after such changes indicates your acceptance.

20. Governing Law

This Agreement is governed by and construed in accordance with the laws of the state in which UMET Labs is registered, without regard to its conflict of law provisions.

21. Contact Information

If you have any questions about these Terms, please contact us at contact@UMETLab.com.

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