Terms of Service

Please read these Terms carefully and in full. These Terms affect your legal rights and obligations and include warranty disclaimers, limitations of liability, indemnity obligations, automatic renewal and payment terms, suspension and termination rights, a binding arbitration agreement unless you timely opt out, a class action waiver, and a jury trial waiver.

These Terms of Service are a binding contract between you and Mosaic Health Systems, Inc., doing business as MosaicNotes ("MosaicNotes," "we," "us," or "our"). These Terms, any applicable order form, subscription checkout, Business Associate Agreement, data processing terms, product-specific terms, feature-specific disclosures, policies referenced in these Terms, and any written addendum signed by MosaicNotes together form this "Agreement." This Agreement governs access to and use of the MosaicNotes platform, websites, applications, APIs, client portal, telehealth, recording, transcription, AI-assisted documentation, scheduling, billing, payment, import, reporting, support, and related services (the "Service"). Our Privacy Policy is incorporated for information that is not governed by a Business Associate Agreement and is available at mosaicnotes.com/privacy-policy.

This Agreement applies to each Account Owner, organization, practice, clinic, provider, clinician, supervisor, administrator, employee, contractor, staff member, invited user, Client User, visitor, and other person or entity that creates, joins, administers, pays for, accesses, or uses the Service. If you access or use the Service for, on behalf of, or for the benefit of a practice, organization, provider group, company, or other legal entity, then "you" includes both you individually and that entity, and you agree to this Agreement for both.

By accessing or using the Service, creating or joining an Account, starting a trial, purchasing a subscription, signing or submitting an order form, connecting an integration, enabling a feature, inviting a user or client, submitting information, selecting an acceptance control, or continuing to use the Service after these Terms are made available, you accept this Agreement. You represent and warrant that you have the legal authority and capacity to accept this Agreement, administer the Account, grant and remove access, submit Customer Data, and bind each practice, organization, provider group, company, or other entity for which you use the Service. If you do not agree, or if you do not have that authority, you may not access or use the Service.

You are responsible for all activity under your Account and for ensuring that all Authorized Users, Client Users, contractors, representatives, and other people who access the Service through you comply with the provisions of this Agreement that apply to them. If you know, suspect, or have a good-faith belief that any Authorized User, Client User, provider, employee, contractor, administrator, representative, or other account participant has violated this Agreement, lacks required authority, no longer has required licenses or credentials, is no longer affiliated with you, no longer needs access, or may create a security, privacy, legal, clinical, billing, or compliance risk, you must promptly revoke or reduce that person's access.

MosaicNotes provides practice-management and documentation technology. MosaicNotes is not a healthcare provider, therapist, physician, billing provider, payer, guarantor, emergency service, crisis service, collection agency, or professional advisor. Any treatment, diagnosis, clinical judgment, medical or mental-health advice, provider response, bill, claim, appointment, telehealth session, secure message, document, or other information supplied through the Service by a Customer, Authorized User, Client, Client User, or third party is the responsibility of that party, not MosaicNotes.

If Customer is a Covered Entity or Business Associate under HIPAA and MosaicNotes creates, receives, maintains, or transmits PHI for or on behalf of Customer, Section 12 includes the MosaicNotes Business Associate Addendum and is incorporated into this Agreement. If another signed Business Associate Agreement applies, that BAA controls for PHI to the extent it conflicts with these Terms. If an order form or signed addendum conflicts with these Terms, the order form or addendum controls only for the specific commercial or operational subject it expressly addresses, and these Terms continue to govern all other matters unless the signed addendum expressly says otherwise.

Notice of arbitration agreement and class action waiver: Section 32 describes the arbitration agreement, class action waiver, jury trial waiver, and opt-out process. These provisions affect how disputes with MosaicNotes are resolved.

We may update this Agreement as described in Section 38. By continuing to access or use the Service after an updated Agreement becomes effective, you accept the updated Agreement. If you do not agree to an updated Agreement, you must stop using the Service and cancel any subscription before the changes take effect.

• "Account Owner" means the person or entity that creates, controls, pays for, or is designated as the owner of a MosaicNotes account.
• "Authorized User" means an individual invited or permitted by Customer to access the Service, including owners, clinicians, supervisors, administrators, billers, schedulers, staff, contractors, and portal users.
• "Client" means a patient, client, prospective client, guarantor, authorized representative, caregiver, or other person whose information is entered into or processed through the Service by or for Customer.
• "Client User" means a Client or Client representative who accesses the client portal, telehealth, intake forms, documents, payments, scheduling, messaging, or other client-facing features.
• "Customer," "you," and "your" mean the Account Owner, the organization or practice using the Service, and each Authorized User, as applicable.
• "Customer Data" means information, files, recordings, transcripts, notes, messages, forms, documents, billing data, Client records, calendar data, and other content submitted to or generated through the Service by or for Customer.
• "PHI" means protected health information as defined by HIPAA, to the extent HIPAA applies.

The Account Owner is responsible for all use of the account, all Customer Data, all Authorized Users, all subscription and payment obligations, and all activity that occurs through the account. Customer is responsible for ensuring that each Authorized User is properly licensed, credentialed, trained, supervised, and legally permitted to access the information and features made available to that user.

You must provide accurate, current, and complete account, billing, organization, licensure, contact, and tax information, and you must keep it updated. We may rely on information provided through the account without independently verifying it.

You are responsible for promptly removing or reducing access for any Authorized User who leaves your organization, changes roles, loses required credentials, no longer needs access, or may have violated this Agreement. You are responsible for all consequences of failing to do so.

MosaicNotes provides technology tools for practice operations and clinical documentation workflows. MosaicNotes does not provide medical, mental health, legal, billing, coding, tax, accounting, compliance, reimbursement, credentialing, emergency, crisis, or professional advice. MosaicNotes does not create a provider-patient relationship with any Client and does not make clinical decisions.

Customer remains solely responsible for all treatment, diagnosis, documentation, supervision, recordkeeping, coding, billing, collections, communications, disclosures, professional judgment, and legal compliance in connection with its practice and Clients.

The clinician-facing Service is intended for licensed healthcare professionals, authorized staff, practice administrators, and organizations that are legally permitted to provide or support healthcare services. You must be at least 18 years old to create or administer an account.

You represent and warrant that you and your Authorized Users will comply with all laws, regulations, contracts, payer requirements, professional rules, ethical rules, licensing requirements, scope-of-practice restrictions, supervision requirements, telehealth requirements, documentation standards, record-retention rules, consent rules, and privacy laws applicable to your use of the Service. These may include HIPAA, HITECH, 42 CFR Part 2, PHIPA, state privacy laws, professional board rules, consumer protection laws, electronic signature laws, card network rules, and payer or insurance requirements.

You are responsible for maintaining the confidentiality and security of passwords, devices, session tokens, authentication factors, API keys, invitation links, magic links, and other account credentials. Credentials may not be shared. Each human user must use a unique login unless we expressly permit otherwise in writing.

You must promptly notify us at security@mosaicnotes.com if you suspect unauthorized access, credential compromise, improper disclosure, security incident, or misuse of the Service. You are responsible for your own devices, networks, browsers, endpoint security, backups, and internet connections.

We may use role-based access controls, audit logs, permissions, and other safeguards, but Customer is responsible for configuring those controls correctly and reviewing access periodically. We are not liable for access granted, maintained, or configured by Customer or its Authorized Users.

Customer may invite Client Users to access client-facing features such as secure messaging, intake forms, questionnaires, document signing, scheduling, telehealth, billing, invoices, saved payment methods, and payment links. Customer is responsible for deciding which Clients to invite, what information to make available, who may act for a Client, and whether parent, guardian, caregiver, guarantor, or representative access is legally appropriate.

MosaicNotes may require Client Users to accept separate Client Portal Terms of Use before accessing client-facing features. Those Client Portal Terms govern the Client User's use of the portal technology and protect MosaicNotes, but they do not replace Customer's own informed consent, financial responsibility, privacy, telehealth, cancellation, emergency, or treatment agreements with Clients.

Client Users must use the portal only for lawful, non-emergency purposes. The portal is not for emergencies, crisis intervention, urgent clinical support, or continuous monitoring. Customer is responsible for giving Clients appropriate emergency instructions and for monitoring and responding to portal communications within clinically appropriate timeframes.

Templates, consent forms, intake packets, questionnaires, portal agreements, and electronic signatures are tools only. Customer is responsible for determining whether those materials and signature workflows satisfy applicable law, professional standards, payer rules, and Customer's own policies.

Customer is solely responsible for obtaining, documenting, and maintaining all legally required consents before recording, uploading, transcribing, summarizing, analyzing, or otherwise processing any session or communication. This includes consent from all participants when required by law, professional rules, payer contracts, school policies, facility policies, employment policies, or Customer's own policies.

Customer is responsible for determining whether telehealth is clinically appropriate, confirming Client identity and location, handling emergencies, complying with cross-border and state licensure rules, documenting telehealth consent, and ensuring that telehealth technology is appropriate for the Client's care. MosaicNotes does not guarantee uninterrupted audio, video, network, or device performance.

The Service does not provide emergency monitoring, crisis response, suicide or self-harm detection, mandated reporting, duty-to-warn analysis, or urgent clinical escalation. Do not rely on the Service to detect, prevent, report, or respond to emergencies or safety risks.

The Service may generate transcripts, summaries, session focus suggestions, clinical note drafts, treatment-plan suggestions, billing suggestions, insights, and other AI-assisted output. AI output is probabilistic and may be incomplete, inaccurate, biased, misleading, fabricated, stale, or inappropriate for a particular Client, jurisdiction, payer, diagnosis, modality, or clinical context.

AI output is a draft aid only. Customer must independently review, edit, verify, approve, and take responsibility for all output before using it in a clinical record, sending it to a Client, submitting it to a payer, relying on it for treatment, signing it, or otherwise acting on it. MosaicNotes is not responsible for clinical decisions, documentation errors, reimbursement denials, licensing issues, treatment outcomes, or patient harm arising from Customer's use of AI output.

Subject to our Privacy Policy and any applicable BAA, we may process Customer Data with AI, transcription, diarization, hosting, storage, support, security, and other subprocessors to provide the Service. We do not use identifiable clinical content to train general-purpose AI models unless you expressly authorize that use in writing.

The Service may help create or manage diagnoses, CPT codes, ICD codes, modifiers, place-of-service codes, superbills, invoices, statements, good-faith-estimate information, session charges, progress measures, treatment plans, and related billing or clinical documentation. These tools are not legal, coding, payer, tax, accounting, or reimbursement advice.

Customer is solely responsible for coding accuracy, medical necessity, documentation sufficiency, payer-contract compliance, collection practices, insurance submission decisions, tax reporting, fee disclosures, late-cancel and no-show policies, client financial consents, and all billing or reimbursement outcomes. MosaicNotes does not guarantee payment, coverage, eligibility, claim acceptance, reimbursement, medical necessity, compliance with the No Surprises Act, or payer acceptance of any document or code.

If Customer is a covered entity or business associate under HIPAA and uses the Service to create, receive, maintain, or transmit PHI, Customer's use of the Service is subject to MosaicNotes' Business Associate Agreement. The BAA is incorporated into this Agreement by reference and controls over these Terms solely with respect to PHI if there is a direct conflict.

If Customer is not authorized to disclose PHI to MosaicNotes, or if a required BAA or other legally required agreement is not in effect, Customer must not submit PHI to the Service. Customer is responsible for determining whether HIPAA, HITECH, 42 CFR Part 2, PHIPA, state law, professional confidentiality rules, or other privacy laws apply to Customer and its Clients.

Our Privacy Policy is available at /privacy-policy. The Privacy Policy explains how we collect and use information outside the BAA context. We implement administrative, technical, and physical safeguards designed to protect information, but no system is perfectly secure, available, or error-free.

Customer must not submit PHI or sensitive personal information to areas of the Service that are not intended for it, including support tickets, payment descriptors, Stripe metadata, invoice memos, calendar event titles, integration names, browser error reports, or other free-text fields where we warn or instruct you not to place such information.

The Service may interoperate with third-party services, platforms, APIs, vendors, payment processors, cloud providers, email providers, SMS providers, analytics tools, telehealth infrastructure, AI providers, transcription providers, app stores, calendar providers, and import sources. Third-party services are not controlled by MosaicNotes and may be subject to their own terms, privacy policies, fees, availability, security practices, and compliance posture.

By enabling an integration or using a feature that depends on a third-party service, Customer authorizes MosaicNotes to access, exchange, process, store, and transmit information with that third-party service as necessary to provide the feature. MosaicNotes is not responsible for third-party services, their availability, their changes, their security, their data handling, their fees, or their acts or omissions.

If you import data from another platform, including client records, documents, notes, sessions, billing data, or files, you represent that you have the right to export, import, and process that data. Imports may be incomplete, delayed, mapped imperfectly, duplicated, or incompatible. Customer is responsible for reviewing and validating all imported data before relying on it.

If you connect Google Calendar or another Google API, you authorize MosaicNotes to access and use the Google data you permit for the limited purpose of providing and improving user-facing scheduling and calendar features. MosaicNotes' use and transfer of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements.

You are responsible for ensuring that calendar event titles, attendee information, descriptions, and other calendar data are appropriate to sync with the Service and do not include information you are prohibited from disclosing.

Mosaic Payments is an optional feature that helps practices request, collect, record, void, refund, and manage Client payments through Stripe Connect. Stripe, not MosaicNotes, provides payment processing, card network access, onboarding, verification, risk review, settlement, payouts, refunds, disputes, reserves, and other regulated payment services. Customer's use of Stripe is subject to the Stripe Connected Account Agreement, the Stripe Services Agreement, Stripe's prohibited and restricted business rules, and other Stripe terms.

Customer is the merchant of record for Client payments unless Stripe or a written agreement states otherwise. MosaicNotes does not provide banking services, money transmission, escrow, lending, insurance, tax advice, or payment-processing services. MosaicNotes does not guarantee that Stripe will approve, maintain, or continue a connected account or transaction.

Customer authorizes MosaicNotes to create and manage payment-related API calls, checkout sessions, setup intents, payment intents, customer records, payment method references, refunds, voids, invoice records, webhook processing, status updates, notifications, reporting, and related actions on or in connection with Customer's connected Stripe account as necessary to provide Mosaic Payments.

Payment processing fees, Stripe fees, network fees, dispute fees, reserve requirements, payout timing, holds, refunds, chargebacks, taxes, and other payment-related obligations are Customer's responsibility. If MosaicNotes displays or separately agrees to a platform, processing, or transaction fee, Customer agrees to pay that fee. We may change Mosaic Payments fees or availability with notice as permitted by law.

Customer must not send PHI to Stripe except to the extent legally permitted and strictly necessary for payment processing. Do not place diagnoses, treatment details, clinical notes, procedure details, Client conditions, or other unnecessary PHI in Stripe fields, including product names, statement descriptors, invoice memos, charge descriptions, metadata, receipts, or payment notes. Customer is responsible for any PHI it causes to be transmitted to Stripe.

If Customer uses saved payment methods, off-session charges, automatic charging, no-show fees, late-cancellation fees, session charges, payment links, or invoices, Customer is responsible for obtaining and retaining all Client authorizations, disclosures, consents, fee agreements, card-network authorizations, receipts, refund policies, cancellation policies, and legally required notices.

Customer is responsible for the goods and services sold to Clients, the amounts charged, the timing of charges, the accuracy of invoices, the handling of refunds, disputes, chargebacks, complaints, payment errors, duplicate charges, failed payments, and payer communications. MosaicNotes may provide tools and status information, but Customer remains responsible for reviewing payment activity and correcting errors.

Refunds may not return all original fees. Stripe, card networks, banks, or MosaicNotes may retain fees to the extent permitted by applicable terms and law. Stripe or financial institutions may debit Customer's Stripe balance, connected bank account, pending payouts, future payouts, or other funds for chargebacks, refunds, reversals, negative balances, fees, fines, or payment obligations.

Some Service features require a paid subscription, usage-based fee, seat fee, session allotment, add-on, or other charge. Fees, plan limits, included features, session limits, trial terms, renewal dates, and billing intervals are disclosed in the Service, checkout flow, order form, or other written notice.

Unless otherwise stated in writing, subscriptions renew automatically until canceled. You authorize MosaicNotes and its payment processors to charge your payment method for recurring fees, usage fees, add-ons, taxes, and other amounts due. You must keep payment information current and are responsible for unpaid amounts, failed payment fees, collection costs, and taxes other than taxes on our income.

Trials, promotions, discounts, credits, and beta access may be modified, limited, or revoked at any time unless prohibited by law. Trial access may expire based on time, session count, feature usage, or other disclosed limits. If you add a payment method or select a paid plan, billing may begin when the trial expires or immediately if the trial has expired or if the checkout flow states that billing begins immediately.

You may cancel a subscription as provided in the Service. Unless required by law or expressly stated in a signed written agreement, all fees are non-refundable and we do not provide refunds or credits for partial periods, unused sessions, unused features, downgrades, deleted accounts, terminated accounts, late cancellations, or failure to use the Service. Credits or refunds we choose to provide are discretionary and do not create a future obligation.

We may change pricing, plan structure, feature availability, usage limits, session limits, add-ons, or billing practices with notice as required by law. If you do not agree to a change, your remedy is to stop using the affected Service and cancel before the change takes effect.

You and your Authorized Users must not, and must not assist anyone to:

• use the Service unlawfully, deceptively, abusively, or outside this Agreement;
• use the Service without required licenses, consents, notices, or authority;
• share accounts, impersonate anyone, misrepresent credentials, or bypass access controls;
• access, use, disclose, or export data you are not authorized to access, use, disclose, or export;
• upload malware, harmful code, illegal content, or content that infringes rights of others;
• probe, scan, test, attack, overload, disrupt, scrape, crawl, or interfere with the Service;
• reverse engineer, decompile, copy, frame, resell, sublicense, or create a competing service from the Service;
• remove proprietary notices or use MosaicNotes branding in a misleading way;
• use the Service to train or evaluate competing AI, transcription, EHR, billing, or practice-management products without our written permission;
• submit payment-card data, PHI, credentials, or sensitive identifiers into fields not intended for that information;
• use the Service for emergency response, crisis monitoring, or illegal surveillance;
• violate Stripe, Google, email, SMS, app store, AI provider, hosting provider, or other third-party terms; or
• use the Service in a way that could harm MosaicNotes, Clients, third parties, or the security, availability, integrity, or reputation of the Service.

We may offer beta, experimental, pilot, preview, free, or early-access features. These features may be incomplete, unstable, inaccurate, unsupported, unavailable, changed, rate-limited, or discontinued at any time. They are provided "as is" and should not be used for mission-critical workflows unless you accept the associated risk.

We may add, change, suspend, discontinue, limit, or remove features, integrations, plans, limits, workflows, models, vendors, or parts of the Service at any time. We may perform maintenance, upgrades, security work, migrations, or emergency changes with or without notice.

The Service may be unavailable, delayed, degraded, or inaccurate because of maintenance, internet failures, device issues, browser issues, third-party outages, AI provider errors, payment processor issues, cloud provider issues, data migration, security incidents, usage spikes, force majeure events, or other causes. We do not guarantee uninterrupted, timely, secure, or error-free operation.

Support is provided at our discretion and may depend on your plan. Unless we agree in writing, we do not provide legal, clinical, billing, coding, reimbursement, compliance, emergency, or crisis support.

Customer is responsible for exporting and maintaining copies of Customer Data needed for clinical, legal, tax, payer, licensing, audit, continuity-of-care, and record-retention obligations. MosaicNotes is not your system of legal record unless we expressly agree in writing.

During an active subscription, export functionality may be available through the Service. After termination or expiration, we may make Customer Data available for export for up to thirty (30) days, unless prohibited by law, security requirements, nonpayment, or the applicable BAA. After that period, we may delete, disable access to, or de-identify Customer Data according to our retention practices and applicable law.

Deleted data may persist in backups, logs, archives, audit records, payment records, security records, or legal holds for a limited period or as required by law, compliance obligations, dispute resolution, fraud prevention, tax, accounting, security, or business continuity requirements.

Each party may receive non-public business, technical, security, financial, operational, or product information from the other party. The receiving party will use the disclosing party's confidential information only to perform under this Agreement and will protect it using reasonable safeguards. This section does not limit our obligations under an applicable BAA or Privacy Policy.

MosaicNotes and its licensors own the Service, software, source code, object code, interfaces, designs, workflows, databases, templates, models, prompts, documentation, algorithms, graphics, trademarks, logos, trade names, know-how, and all related intellectual property. Except for the limited right to use the Service under this Agreement, no rights are transferred to Customer.

You may not copy, modify, distribute, sell, lease, sublicense, create derivative works from, or exploit any part of the Service except as expressly permitted by this Agreement or by us in writing.

If you provide ideas, suggestions, requests, comments, or other feedback, you grant MosaicNotes a perpetual, irrevocable, worldwide, royalty-free right to use, modify, commercialize, and incorporate that feedback without restriction, attribution, or compensation to you.

If a security incident, privacy incident, suspected breach, payment dispute, regulatory inquiry, subpoena, law-enforcement request, audit, or complaint involves Customer, Customer Data, a Client, an Authorized User, or Customer's use of the Service, Customer agrees to cooperate reasonably with MosaicNotes, provide accurate information, preserve relevant records, and take reasonable mitigation steps. If an applicable BAA imposes different requirements for PHI, the BAA controls for PHI.

Customer is responsible for its own breach analysis, notices, regulatory reporting, Client communications, mitigation, and legal obligations, except to the extent MosaicNotes has express obligations under an applicable BAA or law.

You must comply with all applicable laws and regulations, including export-control, sanctions, anti-corruption, anti-money-laundering, privacy, consumer protection, healthcare, telehealth, professional licensing, payment, and tax laws. You may not use the Service in or for the benefit of countries, regions, individuals, entities, or activities subject to applicable sanctions or trade restrictions.

You represent that you are not located in, organized under the laws of, or ordinarily resident in a sanctioned jurisdiction and are not on any restricted-party list. We may suspend or terminate access if we believe continued service may violate law, third-party terms, or our risk policies.

We may suspend, limit, throttle, disable, or terminate access to the Service, features, accounts, integrations, payments, portal access, data exports, or support immediately and without liability if we believe: you violated this Agreement; your use creates legal, security, privacy, payment, operational, reputational, or compliance risk; your payment is overdue; your Stripe account is restricted; your account is compromised; your use may harm Clients or third parties; you fail to cooperate with an investigation; or suspension is required by law, court order, regulator, payment processor, vendor, or security requirement.

You may stop using the Service or cancel your subscription as provided in the Service. We may terminate this Agreement or any account for cause immediately if you materially breach this Agreement, fail to pay amounts due, create risk to the Service, violate law, misuse Customer Data, or become subject to insolvency, sanctions, or regulatory restrictions. We may also terminate or decline renewal on reasonable notice unless prohibited by law or a signed agreement.

Termination does not relieve you of payment obligations incurred before termination. Upon termination, your right to use the Service ends, all licenses granted to you end, and we may disable access to the account and Customer Data subject to Section 20 and any applicable BAA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, AI OUTPUT, TRANSCRIPTS, TEMPLATES, FORMS, BILLING TOOLS, PORTAL, TELEHEALTH, IMPORTS, INTEGRATIONS, DOCUMENTATION, SUPPORT, AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS."

We disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, reliability, clinical fitness, reimbursement, compliance, quiet enjoyment, and course of dealing. We do not warrant that the Service will meet your requirements, prevent harm, satisfy any law or payer rule, produce accurate clinical documentation, detect emergencies, be accepted by any payer or regulator, or operate without interruption, loss, corruption, or error.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MOSAICNOTES AND ITS AFFILIATES, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, VENDORS, AND SUPPLIERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR LOST-PROFIT DAMAGES; LOSS OF DATA; LOSS OF GOODWILL; BUSINESS INTERRUPTION; SUBSTITUTE SERVICES; CLINICAL HARM; REIMBURSEMENT DENIALS; PAYMENT DISPUTES; OR THIRD-PARTY CLAIMS, EVEN IF ADVISED OF THE POSSIBILITY.

To the maximum extent permitted by law, MosaicNotes' total aggregate liability arising out of or relating to this Agreement or the Service will not exceed the greater of (a) the amounts paid by Customer to MosaicNotes for the Service giving rise to the claim during the three (3) months before the event giving rise to liability, or (b) one hundred dollars ($100).

The limitations in this section apply to all theories of liability, including contract, tort, negligence, strict liability, warranty, statute, and equity. They apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow certain limitations, so some limitations may not apply to you.

You will defend, indemnify, and hold harmless MosaicNotes and its affiliates, owners, directors, officers, employees, contractors, agents, licensors, vendors, and suppliers from and against all claims, demands, actions, investigations, losses, liabilities, damages, penalties, fines, settlements, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your use or misuse of the Service;
• Customer Data or instructions you provide;
• your clinical services, professional judgment, documentation, billing, coding, collections, telehealth, or Client relationships;
• your failure to obtain consents, authorizations, notices, or rights;
• your violation of law, professional rules, payer rules, third-party terms, or this Agreement;
• your Authorized Users, Client Users, contractors, or representatives;
• payment disputes, refunds, chargebacks, no-show fees, late-cancel fees, auto-charge authorizations, or Stripe activity;
• allegations that Customer Data infringes or violates third-party rights; or
• any PHI, payment-card data, or sensitive information you submit to an improper field or third-party service.

We may control the defense of any indemnified matter at your expense if we determine that your defense could create risk for MosaicNotes. You may not settle any matter in a way that admits fault, imposes obligations, or limits rights of MosaicNotes without our prior written consent.

This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law rules. Subject to Section 32, the state and federal courts located in Delaware will have exclusive jurisdiction and venue for disputes arising out of or relating to this Agreement or the Service, and each party consents to those courts.

We may provide notices by email, in-product message, account notification, posting on the Service, or other reasonable means. Notices to you are effective when sent or posted. You must keep your account email current. Legal notices to MosaicNotes must be sent to legal@mosaicnotes.com and, if a written notice is required by law or by these Terms, by mail to:

Mosaic Health Systems, Inc.
Attn: Legal
1 SE Ocean Blvd
Stuart, FL 34994

You consent to receive electronic communications, agreements, disclosures, signatures, records, receipts, invoices, tax forms, notices, and other documents related to the Service. You may need a current browser, internet access, and a device capable of saving or printing electronic records.

You may not assign, delegate, transfer, or sublicense this Agreement, your account, or your rights to use the Service without our prior written consent. We may assign, delegate, transfer, or sublicense this Agreement, in whole or in part, without your consent in connection with a merger, acquisition, financing, reorganization, sale of assets, change of control, corporate transaction, or transfer to an affiliate or successor.

We respect intellectual property rights and may remove content or suspend accounts that infringe or appear to infringe those rights. Copyright notices may be sent to:

MosaicNotes Copyright Agent
c/o Mosaic Health Systems, Inc.
1 SE Ocean Blvd
Stuart, FL 34994
Email: legal@mosaicnotes.com

A notice should include: identification of the copyrighted work; identification of the allegedly infringing material and its location; your contact information; a statement that you have a good-faith belief the use is not authorized; a statement under penalty of perjury that the information is accurate and you are authorized to act; and your physical or electronic signature. We may forward notices to the user who provided the material and may process counter-notices as permitted by law.

This Agreement is the entire agreement between you and MosaicNotes regarding the Service and supersedes prior or contemporaneous agreements on that subject, except for any signed written agreement that expressly overrides these Terms. If any provision is unenforceable, the remaining provisions remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

Our failure to enforce a provision is not a waiver. Waivers must be in writing and signed by MosaicNotes. Section headings are for convenience only. The words "include" and "including" mean "including without limitation." The words "or" and "any" are not exclusive. No third party is a beneficiary of this Agreement unless expressly stated.

Sections that by their nature should survive termination will survive, including payment obligations, Customer Data licenses needed for wind-down and legal compliance, confidentiality, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, governing law, notices, assignment, and general terms.

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, third-party outages, cyberattacks, war, terrorism, civil unrest, epidemics, government actions, regulatory changes, or supply failures.

We may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms, updating the "Last updated" date, sending an email, displaying an in-product notice, or using other reasonable means. Your continued use of the Service after the effective date of changes constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Service and cancel any subscription before the changes take effect.

If you have questions about these Terms, please contact us at:

Mosaic Health Systems, Inc.
1 SE Ocean Blvd
Stuart, FL 34994
Email: legal@mosaicnotes.com