Eleanote Terms of Service
SECTION 1 — INTRODUCTION AND ACCEPTANCE
These Terms of Service (the "Terms") form a legally binding agreement between you and Eleanote LLC, a New Hampshire limited liability company ("Eleanote," "we," "us," or "our"). The Terms govern your access to and use of the Eleanote desktop application and related services (collectively, the "Service"). By creating an account, installing the Service, or otherwise using the Service, you agree to be bound by these Terms, by our Privacy Policy, and by our Business Associate Agreement, each of which is incorporated into these Terms by reference. If you do not agree to all of these documents, do not use the Service.
The Service is intended for use by individuals working in a medical or clinical capacity — including licensed clinicians, residents, trainees, students, and other healthcare workers — for medical documentation purposes. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent that you are at least 18 years old and that you are using the Service for legitimate medical work. You are entering into these Terms in your individual capacity, not on behalf of any employer, practice, or institution, even if your employer reimburses you for your use of the Service. You are responsible for everything that happens under your account.
These Terms take effect for you on the date you first accept them and remain in effect for as long as you use the Service. We may update these Terms over time, and we will notify you of changes by email at the address on file before they take effect, as described in Section 16. The version of the Terms in effect at any given time is the version published on our website on that date.
SECTION 2 — DEFINITIONS
For purposes of these Terms, the following capitalized terms have the meanings set forth below. Other capitalized terms used in these Terms are defined where they first appear.
"Eleanote," "we," "us," or "our" means Eleanote LLC, a New Hampshire limited liability company.
"You" or "your" means the individual person who has accepted these Terms and is using the Service under their own account.
"Service" means the Eleanote desktop application, any updates or new versions of it, and the supporting cloud infrastructure operated by Eleanote that enables the application to function.
"Output" means any content generated by the Service in response to your use, including clinical notes, suggested ICD codes, suggested billing codes, patient instructions, referral letters, and any other text or data the Service produces.
"Recipes" means the order-automation sequences you create or customize within the Service to send keystroke inputs to your electronic medical record system or other software on your computer.
"Preferences" means the personal style, formatting, and configuration files created and stored on your local device that the Service uses to tailor Output to your individual workflow.
"Feedback" means the input you provide to the Service to refine your own Preferences, such as edits to Output and instructions for how the Service should generate Output for you in the future.
"PHI" means Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations ("HIPAA").
"BAA" means the Business Associate Agreement between you and Eleanote, available at the URL listed in Section 9, which governs the handling of PHI in connection with the Service.
"Privacy Policy" means Eleanote's Privacy Policy, available at the URL listed in Section 9, which describes how Eleanote collects, uses, and protects information.
SECTION 3 — ELIGIBILITY AND ACCOUNT
To use the Service, you must create an account. You may create only one account for yourself. You must provide accurate information when creating your account and keep that information current. Your account is personal to you; it is tied to your individual use of the Service and is not transferable.
You are responsible for keeping your account credentials confidential. Do not share your password, security codes, or login session with anyone, including colleagues, staff, or family members. If you suspect that someone else has gained access to your account, you must notify us promptly so we can help secure it. We are not responsible for losses that result from your failure to keep your credentials confidential.
You may not let anyone else use your account, including colleagues, staff, students, or family members. Each person who uses the Service must have their own account. If you want a colleague to try the Service, they must create their own account and accept these Terms themselves.
SECTION 4 — TESTING PHASE AND FUTURE PRICING
The Service is currently in a testing phase. During the testing phase, the Service is provided to you at no charge. The testing phase is not guaranteed to last for any particular period of time, and we may end it at any time on prior notice.
When we decide to introduce paid subscription pricing, we will not begin billing you automatically. To continue using the Service under a paid subscription, you will need to affirmatively accept the new subscription terms and provide a payment method. If you do not accept the subscription terms by the date we specify, your access to the Service will end on that date. You will never receive a bill for any past use of the Service during the testing phase.
Once paid subscriptions begin, you will be billed monthly in advance for the upcoming month. We will never charge you for past use. You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing month — you will retain access for the remainder of the month you have already paid for, and you will not be billed for any subsequent month. We do not offer refunds, including for partial months, but you keep what you have already paid for.
SECTION 5 — WHAT THE SERVICE DOES (AND DOES NOT) DO
The Service is a desktop application designed to assist with medical documentation. When you use the Service to record a patient encounter, the Service captures audio through your device's microphone and streams it to a third-party transcription service. The transcript is then sent to a third-party AI service that uses it, along with your Preferences, to generate a draft clinical note. The draft note is delivered to you within the Service for your review.
The Service also allows you to create "Recipes" — sequences of keystrokes and inputs that you can configure to automate repetitive tasks on your computer, such as placing orders or transferring text into other applications. The Service does not communicate directly with your electronic medical record or any other external system; it executes Recipes only by sending keystrokes as if you were typing them yourself. You design and approve each Recipe, and the Service plays back a Recipe only after you review and confirm the proposed action.
The Service also allows you to create and refine your own Preferences, which are files stored on your local device that the Service uses to tailor Output to your individual workflow. You may provide Feedback through the Service to further refine your Preferences. Preferences and Feedback are used solely to shape Output for your own account; they are not shared with other users and are not used to train or improve the Service generally.
The Service is a documentation tool. It is not a medical device, it does not provide medical advice, and it does not make clinical decisions. The Service does not generate diagnoses, treatment plans, or clinical recommendations on its own. When the Service includes a diagnosis or similar clinical content in Output, it is structuring information you have already communicated during the encounter — not independently determining what is clinically true for the patient. You remain the sole clinical decision-maker for every patient.
The Service does not store completed clinical notes, transcripts, audio recordings, or other patient data on our servers in any persistent form. Audio of patient encounters is streamed to a third-party transcription service and is not retained by us. Transcripts and Output exist only transiently as they pass through our infrastructure to your device. The Service does not back up, archive, or maintain a record of your notes. Once Output is delivered to you, the responsibility for storing, transmitting, and managing that Output rests with you and your electronic medical record system.
The Service does not include voice commands, hands-free control, direct integration with any electronic medical record or other external system, collaboration or multi-user features, a mobile application, or any patient-facing functionality. The Service is provided as a desktop application for use by an individual clinician on the clinician's own computer.
SECTION 6 — CLINICIAN RESPONSIBILITIES
You are responsible for everything you do with the Service. This section describes specific responsibilities that apply because of how the Service is used in clinical work. These responsibilities are central to the agreement between you and us, and they apply regardless of how the Service performs in any particular instance.
You are solely responsible for reviewing all Output produced by the Service before relying on it, signing it, or using it in connection with patient care. This includes clinical notes, diagnoses captured in those notes, medical orders, suggested ICD or billing codes, patient instructions, referral letters, and any other content the Service generates. AI-generated content can contain errors, omissions, and inaccuracies, and you must verify that any Output is accurate, complete, and appropriate before it is incorporated into a patient's medical record or otherwise acted upon. Because the Service transfers content into other systems by simulating keystrokes, the content that ultimately appears in your electronic medical record or another target application may not exactly match what was staged within the Service. You must perform a secondary review of the content as it appears in the target system before final entry, signing, or order submission.
You are solely responsible for designing and testing every Recipe before relying on it in connection with patient care. Because Recipes operate by sending specific sequences of keystrokes, and because the Service may not display every individual keystroke at the time you approve execution, you should test each Recipe to confirm that it produces the result you intend in your target application. We do not warrant that a tested Recipe will produce the intended result in every instance — variables such as pop-up dialogs, latency, focus changes, software updates to your target application, and other factors outside our control can cause keystroke sequences to produce unexpected results. By using a Recipe in connection with patient care, you represent that you have tested it for that use and that you accept the risk that any individual execution may not produce the intended result.
You must design every Recipe so that the resulting action requires your secondary review in the target application before it becomes final. For example, a Recipe that places an order must leave the order in a staged, unsigned state so that you can verify the order in the target application before signing it. A Recipe must not end with a keystroke or sequence that automatically signs, submits, or otherwise finalizes the action without a separate review step in the target application. You also must not use the Service with any target application that does not permit a separate review step before the action becomes final. Designing a Recipe to bypass secondary review, or using the Service with an application that does not allow secondary review, is a violation of these Terms.
You are solely responsible for all clinical decisions, diagnoses, medical orders, prescriptions, referrals, and documentation associated with your patients, regardless of whether the Service was used to generate, transcribe, structure, or transfer any related content. The Service is a tool that supports your work; it does not replace your judgment, and using the Service does not shift any portion of your clinical or professional responsibility to us.
Taken together, the responsibilities in this Section 6 mean that you, not we, are responsible for the practice of medicine, the accuracy and appropriateness of every clinical action you take, the security of the device you use, the lawfulness of your use of the Service, and the consequences of any of the foregoing. The Service is software that helps you do your work; the work itself, and responsibility for that work, remain yours.
You are responsible for obtaining each patient's consent to record their encounter using the Service, before any recording begins. You must obtain this consent in every instance, regardless of whether the law in your jurisdiction requires it. Recording laws vary by state and country, and some jurisdictions impose additional requirements such as written consent or specific disclosures; you are responsible for understanding and complying with any such requirements that apply to you. We do not verify, monitor, or confirm that any patient has consented to recording, and we are not responsible for any consequences arising from your failure to obtain appropriate consent.
You are responsible for the security of the computer on which you install and use the Service. This includes maintaining full-disk encryption, keeping your operating system and security software up to date, using a strong login password and an automatic screen lock on the computer itself, controlling physical access to the device, and preventing anyone else from logging in under your account. Files created by the Service — including your Preferences, Recipes, and Feedback — are stored on your local device. The Service is designed so that these files do not contain PHI, but we cannot guarantee that PHI will never appear in them, and you must therefore treat your device, and all files created by the Service, as if they may contain PHI. We are not responsible for any loss, exposure, or compromise that results from a failure of your endpoint security.
If you choose to share your Preferences, Recipes, or Feedback files with another person — for example, by exporting a file from your device and sending it to another clinician — you are solely responsible for inspecting the file for PHI before sharing it. The Service does not facilitate or transmit such sharing; it occurs entirely outside the Service through means you choose, such as email, file transfer, or removable media. As stated above, the Service is designed so that these files do not contain PHI, but we cannot guarantee that they will not. You must review each file before sharing and must remove any PHI you find — there is no legitimate reason to share PHI through these files, and you are free to edit them to remove anything before sharing. We are not responsible for any disclosure of PHI that results from your sharing of files created by the Service.
You are responsible for your own compliance with HIPAA, applicable state privacy and health information laws, professional licensing requirements, and any other laws or regulations that apply to your clinical practice or your use of the Service. The BAA governs the specific HIPAA obligations between you and us with respect to PHI handled by the Service, but the BAA does not relieve you of any independent obligation you have under HIPAA or other law as a clinician or healthcare professional.
SECTION 7 — ACCEPTABLE USE / PROHIBITED CONDUCT
When you use the Service, you must follow the rules in this Section 7. These rules exist to protect the Service, to protect other users, and to keep your use of the Service consistent with its intended purpose. We may suspend or terminate your account immediately if we believe you have violated any of these rules, as described at the end of this section.
You must not do any of the following:
1. Share your account credentials, password, or login session with any other person.
2. Attempt to access, probe, scan, or otherwise interact with our backend infrastructure, servers, or APIs by any means other than through the Service itself. Any attempt to access our systems outside the normal use of the desktop application — whether by writing custom scripts, intercepting traffic, or any other means — will result in immediate termination.
3. Reverse engineer, decompile, disassemble, or attempt to extract the source code or underlying logic of the Service, or assist anyone else in doing so.
4. Use the Service for any purpose other than legitimate medical workflow. Clinical scribing, dictation, documentation of patient encounters, order automation in the course of patient care, and similar medical work are all permitted; using the Service for entertainment, generating fictional or fraudulent notes, or any non-medical purpose is not.
5. Use the Service in a manner that is wasteful or abusive of its underlying infrastructure — for example, leaving dictation running while you are not actively using the Service, generating unnecessary requests, or otherwise consuming resources beyond what is reasonably required for medical work.
6. Use the Service in violation of HIPAA, state privacy laws, recording laws, professional licensing requirements, or any other law that applies to you.
7. Attempt to access another user's account, data, or files; impersonate another user; or interfere with another user's use of the Service.
8. Introduce malware, viruses, or other malicious code to the Service, attempt to disrupt or attack our infrastructure, or interfere with the normal operation of the Service.
9. Intentionally input fake, misleading, or deceptive content into the Service, or attempt to manipulate the Service into producing fraudulent documentation.
If we believe in good faith that you have violated any of the rules in this Section 7, we may suspend or terminate your account immediately and without prior notice. As an alternative to suspension or termination, we may impose usage limits, throttle your access, or restrict specific features of the Service if we believe doing so will adequately address the concern. Our exercise of one of these options does not prevent us from later exercising another, and our decision not to act on a particular violation does not waive our right to act on the same or any other violation in the future.
SECTION 8 — INTELLECTUAL PROPERTY
Eleanote and its licensors own all intellectual property rights in the Service, including the desktop application, the user interface, the underlying software and code, the cloud infrastructure, and all related documentation, designs, and improvements. We grant you a limited, non-exclusive, non-transferable, revocable license to install and use the Service on your own computer for the purpose of medical workflow as described in these Terms. This license ends when these Terms end or when your access to the Service is terminated, whichever occurs first. Nothing in these Terms transfers ownership of the Service or any part of it to you.
You retain ownership of the Preferences, Recipes, and Feedback files that you create through your use of the Service and that are stored on your local device. These files belong to you, and you may keep, copy, edit, or delete them as you choose. If you stop using the Service, these files remain on your device and continue to belong to you.
You grant us a limited license to access, process, and execute your Preferences, Recipes, and Feedback solely for the purpose of providing the Service to you. This license exists only because the Service must read these files in order to function — for example, to apply your Preferences when generating Output, or to play back a Recipe when you approve its execution. The license is limited to the operational uses described in these Terms and ends when your access to the Service ends.
We do not use your Preferences, Recipes, or Feedback for any purpose other than providing the Service to you. We do not use them to train artificial intelligence models, to develop or improve the Service for other users, to combine with other users' data, to generate analytics about the Service, or to share with third parties except as necessary to operate the Service (for example, by passing your Preferences to the third-party AI service that generates Output for you). When your account ends, we cease all operational use of these files.
SECTION 9 — PRIVACY AND BAA
Your use of the Service is also governed by our Privacy Policy and our Business Associate Agreement (BAA), both of which are incorporated into these Terms by reference and form part of your agreement with us. The Privacy Policy describes how we collect, use, and protect information in connection with the Service. The BAA establishes the HIPAA-specific obligations that apply between you and us with respect to PHI handled by the Service. Both documents are available at https://eleanote.ai/legal/privacy.html and https://eleanote.ai/legal/baa.html.
If there is a conflict between these Terms, the Privacy Policy, and the BAA, the document most specific to the subject matter controls. The BAA controls on any question involving PHI or HIPAA obligations. The Privacy Policy controls on any question involving non-PHI information handling. These Terms control on all other matters.
SECTION 10 — WARRANTIES AND DISCLAIMERS
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WE DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
THE SERVICE USES ARTIFICIAL INTELLIGENCE TO GENERATE OUTPUT. AI-GENERATED OUTPUT MAY CONTAIN ERRORS, OMISSIONS, INACCURACIES, OR FABRICATED CONTENT (SOMETIMES CALLED "HALLUCINATIONS"). WE DO NOT WARRANT THAT ANY OUTPUT IS ACCURATE, COMPLETE, APPROPRIATE FOR ANY PATIENT OR CLINICAL SITUATION, FREE FROM BIAS, OR FIT FOR ANY PARTICULAR PURPOSE. YOU MUST INDEPENDENTLY VERIFY ALL OUTPUT BEFORE RELYING ON IT, SIGNING IT, OR USING IT IN CONNECTION WITH PATIENT CARE. THE SERVICE IS NOT A MEDICAL DEVICE, DOES NOT PROVIDE MEDICAL ADVICE, AND IS NOT A SUBSTITUTE FOR CLINICIAN JUDGMENT.
WE DO NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ANY GIVEN TIME, WILL OPERATE WITHOUT INTERRUPTION, WILL BE FREE FROM SECURITY VULNERABILITIES, OR WILL PERFORM WITH ANY PARTICULAR LEVEL OF SPEED, RELIABILITY, OR ACCURACY. WE DO NOT WARRANT THAT THE THIRD-PARTY SERVICES UPON WHICH THE SERVICE DEPENDS — INCLUDING TRANSCRIPTION, AI, AND CLOUD INFRASTRUCTURE PROVIDERS — WILL OPERATE WITHOUT INTERRUPTION OR ERROR. YOU ACKNOWLEDGE THAT THE SERVICE MAY BE UNAVAILABLE DURING SCHEDULED MAINTENANCE, UPDATES, OR UNFORESEEN OUTAGES, AND THAT YOU SHOULD MAINTAIN ALTERNATIVE MEANS OF DOCUMENTING PATIENT ENCOUNTERS.
SECTION 11 — LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, ELEANOTE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF USE, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ELEANOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, ELEANOTE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). THIS CAP APPLIES TO ALL CLAIMS IN THE AGGREGATE, NOT PER CLAIM, AND APPLIES REGARDLESS OF WHETHER YOU HAVE PAID ANY AMOUNT TO ELEANOTE.
The exclusions and limitations in this Section 11 do not apply to liability that cannot be excluded or limited under applicable law, such as liability for our gross negligence or willful misconduct. Claims involving PHI, HIPAA, or related breach-of-confidentiality matters are governed by the BAA, not by this Section 11, and any limitation of liability applicable to those claims is set forth in the BAA.
SECTION 12 — INDEMNIFICATION
You agree to defend, indemnify, and hold harmless Eleanote and its officers, directors, employees, contractors, and agents from and against any claims, demands, lawsuits, damages, losses, costs, and expenses (including reasonable attorneys' fees) brought by any third party and arising out of or relating to: (a) your breach of these Terms; (b) your misuse of the Service; (c) any use of the Service under your account by another person, whether authorized by you or resulting from your failure to keep your credentials confidential; (d) any patient claim arising from your clinical decisions, diagnoses, orders, prescriptions, referrals, or documentation, regardless of whether the Service was used in connection with that work; and (e) your violation of any law applicable to your clinical practice or your use of the Service, including HIPAA, state privacy laws, recording consent laws, and professional licensing requirements.
If a third-party claim covered by this section arises, we will notify you promptly in writing, and you must take over the defense of the claim using counsel reasonably acceptable to us. We may participate in the defense at our own expense, and you may not settle any claim in a way that imposes any obligation or admission on us without our prior written consent. Your obligations under this Section 12 do not apply to claims arising solely from our own gross negligence, willful misconduct, or failure of the Service's software or security systems for which we are independently responsible.
SECTION 13 — TERMINATION
You may stop using the Service at any time. You may close your account through your account settings within the Service or by emailing support@eleanote.ai. If we have begun charging for the Service, your account closure takes effect at the end of your current billing month, and you will not be billed for any subsequent month. Closure does not entitle you to a refund of any amount already paid.
We may suspend or terminate your access to the Service immediately and without prior notice if we believe in good faith that you have violated these Terms, that your account has been compromised, or that your continued use of the Service poses a risk to us, to other users, or to the integrity of the Service. We are not required to give you an opportunity to cure the violation before suspending or terminating. We may, in our discretion, notify you of the suspension or termination after it has taken effect.
We may terminate your access to the Service for any reason or no reason by providing at least 30 days' prior notice by email to the address on file. We may also discontinue the Service entirely, in whole or in part, by providing at least 30 days' prior notice in the same manner. After the effective date of any such termination or discontinuation, you will no longer have access to the Service. We are under no obligation to return, export, or otherwise deliver any data to you upon termination, because the Service is designed so that your Preferences, Recipes, and Feedback files remain on your local device and are not stored by us.
The following sections survive termination of these Terms for any reason and continue to apply: Section 6 (Clinician Responsibilities), Section 8 (Intellectual Property), Section 10 (Warranties and Disclaimers), Section 11 (Limitation of Liability), Section 12 (Indemnification), Section 14 (Dispute Resolution), Section 15 (Governing Law and Venue), and any payment obligations that accrued before termination. Any other provision that by its nature is intended to survive termination also survives.
SECTION 14 — DISPUTE RESOLUTION
Except as set forth below, any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Service — whether based in contract, tort, statute, or any other legal theory — will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, or, if the dispute exceeds the threshold for streamlined arbitration, under its Comprehensive Arbitration Rules and Procedures. The arbitrator will be a single arbitrator selected in accordance with the applicable JAMS rules. The arbitrator's decision is final and binding on both parties, and judgment on the award may be entered in any court of competent jurisdiction.
Either party may bring an individual claim in small claims court instead of in arbitration, provided that the claim qualifies under the rules of the small claims court where it is brought and the claim remains in that court and is not removed or appealed to a court of general jurisdiction. This is the only exception to the arbitration requirement in this Section 14.
You and Eleanote each agree that any dispute will be brought only in an individual capacity, and not as a plaintiff or class member in any purported class action, collective action, consolidated action, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding. If a court or arbitrator finds that this paragraph is unenforceable as to any particular claim, that claim must be brought in court rather than in arbitration, and the rest of this Section 14 continues to apply to all other claims.
Arbitration will be conducted in English. The seat of the arbitration will be Rockingham County, New Hampshire, although the arbitrator may, at the request of either party, conduct hearings by video conference or telephone. Each party will bear its own attorneys' fees and costs except as the arbitrator may otherwise award under applicable law or JAMS rules. Filing fees and arbitrator compensation will be allocated according to the applicable JAMS rules. The existence and content of any arbitration proceeding, including the arbitrator's award, will be kept confidential by both parties, except as required by law or to enforce the award.
SECTION 15 — GOVERNING LAW AND VENUE
These Terms are governed by the laws of the State of New Hampshire, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any claim that is not subject to arbitration under Section 14, including any small-claims claim brought under the carve-out in that section, must be brought in the state or federal courts located in Rockingham County, New Hampshire, and you and we each consent to the exclusive personal jurisdiction and venue of those courts for any such claim.
SECTION 16 — CHANGES TO THESE TERMS
We may modify these Terms from time to time, including to reflect changes in the Service, our business, applicable law, or our policies. When we make changes, we will notify you by email to the address on file at least 30 days before the changes take effect. The notice will include either the updated Terms or a link to them, and will identify the effective date of the changes.
If you continue to use the Service on or after the effective date of any change, you will be deemed to have accepted the updated Terms. If you do not agree with the updated Terms, you must stop using the Service before the effective date and close your account as described in Section 13. We will not seek your separate written or click-through acceptance of routine updates to these Terms; your continued use is the mechanism by which acceptance is recorded.
SECTION 17 — NOTICES
All notices from us to you under these Terms will be sent by email to the address associated with your account. It is your responsibility to keep that email address current. You are deemed to have received any notice we send on the date we send it, regardless of whether you have actually read it. If your email address on file is invalid or undeliverable, you remain bound by the contents of any notice we attempted to send.
Any notice you need to give us under these Terms, including questions about the Service, security concerns, account closure requests, or legal notices, should be sent by email to support@eleanote.ai. We will treat your notice as received when we actually receive and open the email.
SECTION 18 — MISCELLANEOUS
These Terms, together with the Privacy Policy and the BAA, constitute the entire agreement between you and Eleanote regarding your use of the Service and supersede any prior or contemporaneous agreements, communications, or understandings on the same subject. No statement made by us, in marketing or otherwise, that is not contained in these Terms, the Privacy Policy, or the BAA is part of your agreement with us. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified or limited to the minimum extent necessary to make it enforceable.
Our failure to enforce any provision of these Terms is not a waiver of that provision or of our right to enforce it later. You may not assign or transfer your rights or obligations under these Terms to any other person or entity; any attempted assignment by you is void. We may assign these Terms in whole or in part, including in connection with a merger, acquisition, sale of assets, or other corporate transaction. These Terms do not create any third-party beneficiaries; no person who is not a party to these Terms has any right to enforce them. We are not liable for any failure or delay in performance caused by circumstances beyond our reasonable control, including natural disasters, power or internet outages, cyberattacks, government actions, or failures of third-party services on which the Service depends. Section headings are for convenience only and do not affect the interpretation of these Terms.