ABANOTES LLC

TERMS OF SERVICE

Version 1.0
Publication Date: July 31, 2026
Proposed Effective Date: [INSERT DATE AFTER LEGAL APPROVAL]
Status: Draft for Attorney Review — Not Effective Until Approved and Published

Document Control

Revision History

Prepublication review requirement. Before publication or app-store submission, ABANotes must insert the Effective Date; confirm the account-registration and clickwrap flows conspicuously present these Terms and obtain affirmative assent; verify the exact iOS and Android release builds, in-app purchases, app-store metadata, trial terms, and incorporated policy URLs; and have qualified Florida healthcare/SaaS counsel approve the liability, indemnification, jury-waiver, class-action waiver, and mobile-app provisions. Remove this note from the public version after completion.

Table of Contents

1. Acceptance of Terms
2. Definitions and Agreement Structure
3. Description of the Services
4. Eligibility and Authority
5. Accounts and Access
6. Acceptable Use
7. Artificial Intelligence and Human Oversight
8. Healthcare and Professional-Services Disclaimer
9. User and Organization Responsibilities
10. Privacy, HIPAA, and Customer Data
11. Intellectual Property and Licenses
12. Feedback
13. Mobile Applications and App Stores
14. Third-Party Services
15. Availability, Maintenance, and Changes
16. Disclaimers
17. Limitation of Liability
18. Indemnification
19. Suspension and Termination
20. Export and Sanctions Compliance
21. Governing Law and General Provisions
    Contact Information

These Terms of Service (the “Terms”) govern access to and use of websites, public pages, trial or evaluation accounts, hosted services, and mobile applications made available by ABANotes LLC, a Florida limited liability company (“ABANotes,” “we,” “us,” or “our”), including the ABANotes web platform, https://abanotes.ai, https://abanotes.com, and the My ABANotes iOS and Android applications.

These Terms apply to visitors, prospective customers, trial users, evaluators, Authorized Users, individuals downloading or using My ABANotes, and organizations using the Services before or outside an executed Master Subscription Agreement. If you use the Services for or through an employer, ABA agency, behavioral-health provider, healthcare organization, or other entity, “you” includes both you and that organization where the context permits.

1. Acceptance of Terms

1.1 Binding Agreement

You agree to these Terms when you click a button or check a box indicating acceptance, create or activate an account, start a trial, download or use a Mobile Application, or otherwise access or use a portion of the Services that conspicuously presents these Terms as a condition of use. If you do not agree, do not create an account, begin a trial, download an application, or use the Services.

Viewing a publicly available informational page does not, by itself, authorize access to restricted Services or make a visitor responsible for obligations that apply only to account holders. Website visitors remain subject to provisions reasonably applicable to public-site use, including intellectual-property rights, prohibited conduct, third-party links, disclaimers, and governing law.

1.2 Authority to Accept

If you accept these Terms for an organization, you represent and warrant that you have legal authority to bind that organization. If you lack that authority, you may not accept these Terms for it. An organization is responsible for acts and omissions of users it authorizes to use the Services.

1.3 Relationship to the MSA and Other Agreements

If ABANotes and a Customer have executed a Master Subscription Agreement (“MSA”) or Order Form, the MSA and Order Form govern that Customer's and its Authorized Users' use of the Services. If these Terms conflict with an executed MSA, the MSA controls to the extent of the conflict.

If ABANotes and a Customer have executed a Business Associate Agreement (“BAA”), the BAA controls concerning Protected Health Information (“PHI”), HIPAA obligations, Security Incidents involving PHI, and Breach-notification duties. The Privacy Policy describes ABANotes' privacy practices and does not displace an executed agreement.

1.4 Incorporated Policies

The following then-current policies are incorporated into these Terms when applicable to the feature or activity at issue: the Acceptable Use Policy, AI Use & Human Oversight Policy, Privacy Policy, Security Overview, and any trial, beta, support, or feature-specific terms presented before use. If a policy conflicts with these Terms, these Terms control unless the policy expressly states that it modifies a specifically identified provision.

1.5 Updates to These Terms

ABANotes may update these Terms to reflect changes in law, security, vendors, business practices, or the Services. We will post the updated version and revise the “Last Updated” or publication date. For a material change affecting an existing account, we will provide reasonable notice through the Services, by email, or by another appropriate method before the change takes effect, except when earlier effectiveness is reasonably necessary for law, safety, security, fraud prevention, or abuse response.

If a material update requires renewed consent under applicable law, ABANotes will request it. Continued use after an update becomes effective constitutes acceptance to the extent permitted by law. An executed MSA may be amended only as stated in that MSA.

2. Definitions and Agreement Structure

2.1 Key Definitions

“AI-Assisted Feature” means a Service feature using artificial intelligence or machine learning to generate, transform, organize, summarize, or review content.

“AI Input” means information, instructions, or Customer Data submitted to an AI-Assisted Feature. “AI Output” means content returned by an AI-Assisted Feature.

“Authorized User” means an individual authorized by an organization to access or use the Services under its account, including an owner, manager, BCBA, BCaBA, RBT, caregiver, administrative or billing staff member, or other approved user.

“Customer” means an organization that evaluates, subscribes to, administers, or uses the Services, whether under these Terms or an executed MSA.

“Customer Data” means data, records, files, text, images, signatures, forms, documents, clinical information, billing-support information, configurations, AI Input, retained AI Output, and other content submitted to, stored in, transmitted through, or generated through or in connection with the Services by or for a Customer or its Authorized Users. Customer Data excludes ABANotes Technology, Usage Data, and Feedback.

“Mobile Application” means the My ABANotes application for iOS or Android and any successor mobile application published by ABANotes.

“Professional User” means an Authorized User who is licensed, certified, credentialed, supervised, or otherwise permitted by law and Customer policy to perform the professional activity at issue.

“Services” means the ABANotes websites, hosted software, public or trial services, Mobile Applications, AI-Assisted Features, support, Documentation, and related functionality made available by ABANotes.

“Usage Data” means technical, operational, diagnostic, security, and statistical data about the use, performance, and configuration of the Services that does not identify a patient or reveal PHI.

2.2 Interpretation

“Including” means “including without limitation.” “Or” is inclusive unless context requires otherwise. References to laws include amendments and successor provisions. Headings are for convenience only.

3. Description of the Services

3.1 Healthcare SaaS Platform

ABANotes is a cloud-based software-as-a-service platform designed to support Applied Behavior Analysis and related behavioral-health organizations. Depending on subscription, role, configuration, platform, and availability, the Services may support:

• clinical documentation and records;
• scheduling and authorization tracking;
• assessments and reassessments;
• protocol-modification, caregiver-training, and supervision documentation;
• client, caregiver, staff, and credential management;
• billing support, reports, and administrative workflows;
• secure document storage and electronic signatures; and
• AI-assisted drafting, summarization, organization, and review.

3.2 SaaS Delivery and Applications

The Services are generally hosted and accessed remotely through supported browsers and Mobile Applications. These Terms grant access rights, not ownership of software or infrastructure. Features may differ by platform, subscription, Customer configuration, user role, jurisdiction, app-store rules, or third-party availability.

3.3 Trials, Evaluations, Beta Features, and Public Services

ABANotes may offer trials, demonstrations, previews, evaluations, free features, or beta functionality. Unless ABANotes states otherwise in writing, they are provided for evaluation, may have limited functionality, may be modified or discontinued at any time, may not include support or service-level commitments, and must not be used with PHI or production clinical records unless ABANotes expressly authorizes that use and an appropriate BAA is effective.

Trial duration, usage limits, conversion, and charges will be disclosed at enrollment. ABANotes will not charge a trial user after a free period unless the user has received the material payment and renewal terms and provided legally sufficient authorization.

3.4 No Implied Feature Commitment

Product roadmaps, demonstrations, marketing materials, and statements about planned features are informational and do not create a delivery commitment. A binding commitment must appear in an executed MSA, Order Form, or signed amendment.

4. Eligibility and Authority

4.1 Minimum Age

You must be at least eighteen (18) years old and legally capable of entering into a binding agreement to create an independent account, start a trial, accept these Terms, or download and use a Mobile Application. The Services are not directed to children.

A minor may be the subject of Customer-controlled healthcare records but may not independently contract with ABANotes. Any limited portal access for a minor must be authorized and administered by the applicable Customer and parent, guardian, or other legally authorized person in accordance with law and Customer policy.

4.2 Business and Professional Use

Restricted Services are intended primarily for legitimate business, professional, healthcare-administration, workforce, caregiver, and Customer-authorized purposes. You may use professional workflows only within your lawful role, scope of practice, competency, supervision, and Customer-granted permissions.

4.3 Restricted Persons and Locations

You may not use the Services if you are barred by applicable law, located in a prohibited jurisdiction, listed on a U.S. restricted-party list, or acting for a prohibited person or purpose.

5. Accounts and Access

5.1 Registration Information

You must provide accurate, current, and complete account and contact information and keep it updated. You may not impersonate another person, misrepresent your organization, professional status, authority, or affiliation, or create an account through automated or fraudulent means.

5.2 Account Ownership and Administration

An account provisioned by a Customer for its workforce, contractors, caregivers, or other participants is controlled by that Customer. The Customer may configure permissions, access Customer Data, monitor activity as permitted by law, reset credentials, suspend access, or terminate the account. If your relationship with the Customer ends, you may lose access to the account and Customer Data.

ABANotes may rely on instructions from designated Customer administrators. Disputes about internal account ownership, employment, records, or access should be directed first to the Customer.

5.3 Credentials and Security

Each user must use unique credentials unless Documentation expressly permits another method. You must:

1. keep passwords, passcodes, recovery methods, and authentication factors confidential;
2. not share credentials or allow another person to act under your identity;
3. use reasonable device, browser, network, and endpoint security;
4. lock or sign out of unattended sessions;
5. promptly report suspected compromise or unauthorized activity to the Customer administrator and security@abanotes.ai; and
6. cooperate with reasonable security-verification and remediation steps.

You are responsible for activity under your account to the extent caused by your acts, omissions, or failure to follow these obligations. ABANotes will not treat a report of compromise as an admission of responsibility by either party.

5.4 Account Verification

ABANotes may use reasonable methods to verify identity, organization, authority, eligibility, email address, or account ownership. ABANotes is not a credentialing, background-check, identity-proofing, or professional-licensure service unless expressly stated in an executed agreement.

6. Acceptable Use

6.1 Permitted Use

You may use the Services only for lawful purposes within the access rights, role permissions, usage limits, Documentation, Customer instructions, and professional authority applicable to you.

6.2 Prohibited Conduct

You must not, and must not assist another person to:

1. access an account, tenant, system, record, or feature without authorization;
2. share credentials, evade authentication, misrepresent identity, or defeat role-based permissions;
3. copy, modify, translate, adapt, reverse engineer, decompile, disassemble, discover source code, or create derivative works from the Services except to the limited extent a restriction is prohibited by law;
4. scrape, crawl, harvest, index, or use automated means to access the Services except through an ABANotes-authorized interface;
5. probe, scan, penetration-test, benchmark for publication, or test vulnerabilities without ABANotes' prior written authorization;
6. introduce malware, ransomware, malicious code, corrupted data, or destructive content;
7. interfere with, overload, disrupt, or degrade the Services or another user's access, including through denial-of-service activity;
8. bypass usage limits, security controls, geographic restrictions, or feature restrictions;
9. upload, generate, store, transmit, or disclose content that is unlawful, fraudulent, defamatory, harassing, threatening, exploitative, obscene, discriminatory, infringing, or invasive of privacy;
10. collect, submit, use, or disclose PHI or other personal information without lawful authority, required notices, permissions, agreements, and minimum-necessary controls;
11. sell PHI, use PHI for unlawful marketing or advertising, or use the Services to violate HIPAA or another privacy, security, or breach-notification law;
12. create false clinical records, fabricate services, falsify signatures, alter data to mislead a payer or regulator, bill for services not rendered, or facilitate fraud, waste, or abuse;
13. send spam, unsolicited bulk communications, phishing, deceptive messages, or unlawful solicitations;
14. infringe or misappropriate copyrights, trademarks, trade secrets, privacy rights, publicity rights, or other third-party rights;
15. remove proprietary notices or falsely suggest sponsorship, certification, endorsement, or affiliation;
16. rent, lease, sublicense, resell, time-share, or operate the Services as a service bureau for an unaffiliated third party without written permission;
17. use the Services, AI Input, or AI Output to develop or train a competing general-purpose or clinical AI model without ABANotes' written consent, except that a Customer may lawfully use its own Customer Data for its internal purposes;
18. use AI-Assisted Features to generate unlawful, deceptive, discriminatory, abusive, or rights-violating content or to make prohibited automated decisions;
19. rely on the Services as an emergency, crisis, life-safety, or medical-device system where failure could reasonably cause death or serious injury; or
20. violate applicable laws, payer requirements, professional rules, app-store terms, third-party service terms, or the Acceptable Use Policy.

6.3 Enforcement

ABANotes may investigate suspected violations and may remove or restrict content, rate-limit activity, preserve evidence, suspend access, or report conduct to a Customer or competent authority when reasonably necessary and legally permitted. ABANotes will seek to tailor action to the affected account, content, or function when practicable.

6.4 Authorized Security Research

Security research requires prior written authorization from ABANotes and compliance with the scope, methods, confidentiality, and reporting instructions provided by ABANotes. Reports may be sent to security@abanotes.ai.

7. Artificial Intelligence and Human Oversight

7.1 Assistive Drafting Only

AI-Assisted Features help users draft, transform, organize, summarize, or review content. They do not replace professional judgment, direct observation, source records, clinical assessment, supervision, or independent verification. AI Output is a draft until an appropriately qualified Professional User reviews, corrects as necessary, approves, and signs it under Customer policy and applicable law.

7.2 Mandatory Human Review

Before AI Output is signed, submitted, billed, relied upon, or placed in a medical or clinical record, a qualified Professional User must review the complete underlying record and independently verify every material factual statement. Review must address accuracy, completeness, internal consistency, clinical appropriateness, medical necessity, payer and coding requirements, contemporaneous support, professional standards, and Customer policy.

7.3 Limitations of AI Output

AI Output may be inaccurate, incomplete, inconsistent, duplicative, biased, outdated, or unsupported; may omit relevant facts; may describe or cite facts not present in the source record; and may not be unique. Fluent or plausible language is not evidence that an output is correct. ABANotes does not warrant that AI Output is clinically sufficient, non-infringing, acceptable to a payer or regulator, or suitable for a particular purpose.

7.4 Prohibited Reliance

You must not use AI Output as the sole basis for diagnosis, treatment selection, discharge, emergency response, restraint or restrictive intervention, medical-necessity determinations, billing, coding, legal conclusions, or decisions materially affecting a person's health, safety, rights, benefits, or access to services.

7.5 AI Data Processing

ABANotes may use approved AI providers identified in the then-current Subprocessor List to process AI Input solely to provide, secure, support, and improve the requested functionality as permitted by the applicable agreement and Privacy Policy. When PHI is involved, AI processing is permitted only through an ABANotes-approved configuration and subject to the BAA.

ABANotes will not use Customer PHI to train a general-purpose AI model and will contractually restrict AI providers from doing so, except where a Customer expressly directs and lawfully authorizes such use in a separate written agreement. AI Output retained in a Customer tenant is Customer Data.

7.6 Customer Responsibility

The Customer and Professional User remain responsible for AI Input, edits, approvals, signatures, clinical decisions, record accuracy, payer submissions, and lawful use of AI Output. Users must not submit more personal information or PHI than reasonably necessary for the requested workflow.

8. Healthcare and Professional-Services Disclaimer

8.1 Software Provider Only

ABANotes provides software and related technical services. ABANotes does not provide medical care, behavior analysis, diagnosis, treatment, clinical supervision, crisis intervention, legal advice, accounting advice, coding advice, billing advice, payer authorization, or professional credentialing. ABANotes does not establish a clinician-patient, behavior-analyst-client, attorney-client, fiduciary, or other professional relationship with users, clients, caregivers, or patients.

8.2 No Clinical or Payer Determination

Templates, prompts, trackers, alerts, reports, examples, billing-support features, and AI Output are administrative aids. They do not establish medical necessity, guarantee reimbursement or authorization, verify that a service occurred, determine a correct CPT code, ensure audit success, or confirm compliance with a treatment plan, payer contract, licensing rule, BACB requirement, or law.

8.3 Emergencies

The Services are not an emergency-response system and must not be used to request emergency assistance or monitor an imminent threat. In an emergency, contact 911 or the appropriate local emergency service and follow the Customer's crisis and safety procedures.

9. User and Organization Responsibilities

9.1 Professional Qualifications and Oversight

Customers are responsible for employing, engaging, credentialing, licensing, supervising, training, and evaluating their workforce and contractors. Each user is responsible for acting within applicable competence, certification, licensure, delegation, supervision, and scope-of-practice requirements.

9.2 Compliance and Lawful Authority

Customers and users are responsible for:

• compliance with healthcare, privacy, employment, professional, payer, record-retention, consent, and electronic-signature requirements;
• having lawful authority to collect, use, disclose, upload, and instruct ABANotes to process Customer Data;
• providing legally required notices and obtaining consents or authorizations;
• applying minimum-necessary and role-based access principles;
• accurate user provisioning and prompt deprovisioning;
• configuring Services consistently with Customer policies and legal duties;
• reviewing alerts, schedules, authorizations, records, signatures, reports, and AI Output; and
• maintaining independent business-continuity, clinical, billing, and compliance controls appropriate to their operations.

9.3 Customer Data

Customers determine the purpose and means of their healthcare and workforce processing and are responsible for the legality, accuracy, quality, integrity, and content of Customer Data. ABANotes may rely on Customer instructions unless they are facially unlawful or inconsistent with an applicable agreement.

9.4 Electronic Signatures

Customers are responsible for determining whether an electronic signature is appropriate for a particular record, obtaining required consent to transact electronically, configuring authorized signers, verifying identity by appropriate means, protecting signing credentials and devices, retaining required evidence, and providing nonelectronic alternatives when required by law. ABANotes is not a notary, certificate authority, or independent identity-verification service unless expressly agreed in writing.

10. Privacy, HIPAA, and Customer Data

10.1 Privacy Policy

The ABANotes Privacy Policy explains how ABANotes collects, uses, discloses, retains, and protects information. By using the Services, you acknowledge the Privacy Policy. It is a disclosure document and does not reduce rights or obligations in an executed MSA, BAA, or data-processing addendum.

10.2 HIPAA and BAA

ABANotes is designed to support Customers' HIPAA-compliance efforts, but use of the Services does not make a Customer HIPAA compliant or constitute a certification of compliance. A Customer must not use a trial, evaluation, public form, support channel, or other environment to create, receive, maintain, or transmit PHI unless ABANotes has authorized that environment for PHI and an appropriate BAA is effective.

When an executed BAA applies, it governs ABANotes' duties concerning PHI. These Terms do not duplicate or expand the BAA.

10.3 Customer Ownership

As between ABANotes and Customer, Customer retains all right, title, and interest in Customer Data. ABANotes acquires no ownership interest in Customer Data. Customer grants ABANotes and its approved service providers a limited right to host, copy, transmit, display, transform, back up, secure, and otherwise process Customer Data only as necessary to provide and administer the Services, follow lawful Customer instructions, enforce applicable agreements, prevent harm, and comply with law.

10.4 Tenant Administration and Disclosure

Customer Data in an organization account may be accessible to that Customer's administrators and Authorized Users according to configured roles. ABANotes does not share Customer Data across customer tenants except as lawfully directed, required to provide a Customer-authorized integration or service, or permitted by an applicable agreement and law.

10.5 Usage Data and Deidentified Information

ABANotes may use Usage Data to operate, secure, support, measure, and improve the Services. ABANotes may create and use aggregated or deidentified information only when it is not reasonably capable of identifying a Customer, user, client, patient, or caregiver and does not expose PHI. PHI is deidentified only in accordance with HIPAA when HIPAA applies.

11. Intellectual Property and Licenses

11.1 ABANotes Technology

ABANotes and its licensors own the Services and all related software, source and object code, architecture, algorithms, models and model configurations, prompt engineering, system prompts, templates, workflows, user interfaces, designs, databases, Documentation, reports, know-how, trade secrets, improvements, logos, trademarks, and other technology or intellectual property (“ABANotes Technology”), excluding Customer Data and Customer-owned materials.

11.2 Limited Right to Use

Subject to these Terms, ABANotes grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the applicable Services during the authorized trial, evaluation, or account period solely for the permitted purpose. No source-code, ownership, resale, distribution, or other right is transferred.

11.3 Customer Materials

Customer retains ownership of its preexisting forms, policies, protocols, logos, prompts, and other materials. Customer grants ABANotes a limited license to process those materials to provide the Services and follow Customer instructions.

11.4 Trademarks and Public Content

ABANotes names, logos, product names, and service marks may not be used without prior written permission. You may make a reasonable number of copies of publicly available Documentation solely for lawful internal evaluation, provided all proprietary notices remain intact.

11.5 Open-Source and Third-Party Components

The Services may contain open-source or third-party components governed by separate license terms. Those terms apply solely to the applicable components and do not grant rights in other ABANotes Technology.

12. Feedback

If you voluntarily provide suggestions, recommendations, ideas, enhancement requests, corrections, or other feedback (“Feedback”), you grant ABANotes a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable right to use, reproduce, modify, disclose, commercialize, and otherwise exploit the Feedback without restriction or obligation. Do not submit Feedback that you do not have authority to provide. Feedback does not include Customer Data or PHI merely because it is communicated to ABANotes.

13. Mobile Applications and App Stores

13.1 Mobile License

ABANotes grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Mobile Application in object-code form on devices you own or control, subject to these Terms, applicable app-store usage rules, Customer authorization, and any MSA governing your organization.

13.2 Device and Carrier Responsibilities

You are responsible for compatible hardware, operating-system updates, internet or mobile connectivity, carrier charges, device security, backups outside the Services, and compliance with third-party terms applicable to your device, network, and app-store account.

13.3 Apple App Store Terms

For a Mobile Application obtained through Apple's App Store:

1. these Terms are between you and ABANotes, not Apple Inc. (“Apple”), and ABANotes, not Apple, is solely responsible for the Mobile Application and its content;
2. the license is limited to use on Apple-branded products you own or control as permitted by the usage rules in the Apple Media Services Terms and Conditions, including access through Family Sharing or volume purchasing where permitted;
3. Apple has no obligation to provide maintenance or support for the Mobile Application;
4. if the Mobile Application fails to conform to an applicable warranty, you may notify Apple, and Apple may refund the purchase price, if any, as required by its terms; to the maximum extent permitted by law, Apple has no other warranty obligation, and ABANotes is responsible for other claims attributable to a failure to conform to an applicable warranty, subject to these Terms;
5. ABANotes, not Apple, is responsible for addressing claims relating to the Mobile Application or your possession or use of it, including product-liability, legal or regulatory, and consumer-protection claims;
6. ABANotes, not Apple, is responsible for investigating, defending, settling, and discharging a third-party claim that the Mobile Application or your possession and use of it infringes intellectual-property rights, subject to these Terms;
7. you represent that you are not located in a country or region subject to a U.S. Government embargo or designated as supporting terrorism and are not listed on a U.S. Government prohibited- or restricted-party list;
8. you must comply with applicable third-party terms when using the Mobile Application; and
9. Apple and its subsidiaries are third-party beneficiaries of these Terms as they relate to the Mobile Application and may enforce those provisions against you upon your acceptance.

13.4 Google Play Terms

For a Mobile Application obtained through Google Play, Google LLC and its affiliates are not parties to these Terms and are not responsible for the Mobile Application, its content, maintenance, support, warranties, or claims relating to it, except as required by applicable Google Play terms or law. Your use is also subject to Google Play's applicable terms and policies.

13.5 App-Store Purchases and Subscriptions

If a purchase or subscription is processed by an app-store provider, billing, renewal, cancellation, refund, and payment administration may be governed by that provider's terms. ABANotes cannot directly issue a refund or cancel a subscription controlled exclusively by an app store. If no in-app purchase is offered, this Section creates no promise that one will be made available.

13.6 Mobile Permissions and Privacy

Mobile permissions, device information, notifications, camera or file access, and other mobile processing are described in the Privacy Policy and the disclosures presented by the release build. You may manage permissions through device settings, but disabling a permission may prevent the related feature from functioning.

14. Third-Party Services

14.1 Service Providers and Subprocessors

ABANotes uses cloud infrastructure, AI, email, communications, security, support, and other providers to deliver the Services. Providers may include companies such as Amazon Web Services, OpenAI, Anthropic, and Zoho, as identified or categorized in the then-current Subprocessor List. Provider names may change without making those providers parties to these Terms.

14.2 Integrations and External Services

The Services may link to or interoperate with third-party products, websites, app stores, networks, or services. Third-party terms and privacy practices govern those services. ABANotes does not control and is not responsible for third-party content or services not operated by ABANotes. Enabling an integration authorizes the exchange of information reasonably necessary for that integration, subject to Customer instructions and applicable agreements.

14.3 No Endorsement

A link, compatibility statement, provider reference, or integration does not imply endorsement, certification, or responsibility for the third party. You should evaluate third-party terms, security, privacy, and suitability before use.

15. Availability, Maintenance, and Changes

15.1 Availability

Unless an executed MSA or Service Level Objective expressly states otherwise, ABANotes does not guarantee a particular availability percentage, response time, recovery time, recovery point, support level, or uninterrupted operation. The Services may be unavailable because of maintenance, updates, defects, security actions, internet or utility failures, Customer systems, app stores, or third-party providers.

15.2 Maintenance and Updates

ABANotes may perform scheduled or emergency maintenance and may deploy security patches, bug fixes, feature releases, compatibility changes, and updates. When practicable, ABANotes will provide notice of planned maintenance reasonably expected to materially affect production use.

15.3 Changes and Discontinuation

ABANotes may add, modify, replace, restrict, or discontinue public, trial, beta, or free features. For paid Services, an executed MSA and Order Form govern material changes during a Subscription Term. ABANotes may immediately modify or disable functionality when reasonably necessary to address law, security, safety, infringement, third-party restrictions, or abuse.

15.4 Third-Party and AI Outages

Cloud, DNS, internet, email, app-store, and AI-provider outages or policy changes may delay or prevent portions of the Services. ABANotes may suspend an affected integration or AI-Assisted Feature while preserving other available functionality.

15.5 Force Majeure

ABANotes is not liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, governmental action, widespread utility or internet failures, labor disputes not limited to its workforce, cloud or DNS outages, large-scale AI-provider outages, app-store actions, or other third-party infrastructure failures, provided ABANotes uses reasonable efforts to mitigate and resume performance.

16. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR AN EXPRESS WARRANTY IN AN EXECUTED MSA, THE SERVICES, MOBILE APPLICATIONS, PUBLIC CONTENT, TRIALS, BETA FEATURES, AI OUTPUT, DOCUMENTATION, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ABANOTES AND ITS LICENSORS DISCLAIM ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ABANOTES DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR COMPATIBLE WITH EVERY DEVICE OR SYSTEM; THAT EVERY DEFECT OR DATA LOSS WILL BE CORRECTED; THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, UNIQUE, UNBIASED, SUPPORTED, OR CLINICALLY APPROPRIATE; OR THAT USE OF THE SERVICES WILL ENSURE HIPAA COMPLIANCE, PROFESSIONAL COMPLIANCE, REIMBURSEMENT, AUTHORIZATION, AUDIT SUCCESS, OR A PARTICULAR CLINICAL OR BUSINESS OUTCOME.

No oral or written information creates a warranty unless expressly included in an executed agreement. Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you. Nothing in these Terms excludes a right that cannot lawfully be waived.

17. Limitation of Liability

17.1 MSA Controls Where Applicable

If an executed MSA applies, its limitation-of-liability provisions control instead of this Article 17.

17.2 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ABANOTES, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; COST OF SUBSTITUTE SERVICES; OR INTERRUPTION OF BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY.

17.3 Liability Cap for Users Without an MSA

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ABANOTES, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID DIRECTLY TO ABANOTES FOR THE AFFECTED SERVICES DURING THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

17.4 Exclusions and Applicable Law

The exclusions and cap do not apply to ABANotes' fraud, gross negligence, or willful misconduct; liability that cannot lawfully be limited; or obligations expressly governed by an executed BAA. They apply collectively under all theories of liability, including contract, tort, negligence, strict liability, and statute. Multiple claims do not increase the cap.

Some jurisdictions do not allow limitations of certain damages or liabilities. In those jurisdictions, liability is limited to the greatest extent permitted by law.

18. Indemnification

18.1 Your Indemnity

To the extent permitted by law, you will defend, indemnify, and hold harmless ABANotes, its Affiliates, officers, directors, personnel, licensors, and service providers from third-party claims, damages, judgments, settlements, penalties, costs, and reasonable attorneys' fees arising from:

1. your Customer Data, content, or materials;
2. your ABA, behavioral-health, healthcare, billing, supervision, credentialing, or other professional services;
3. your clinical, payer, coding, employment, or professional decisions;
4. your unlawful or unauthorized collection, use, disclosure, submission, or processing of information;
5. your infringement or violation of a third party's rights;
6. your material breach of these Terms; or
7. your use of AI Output without required human review.

You have no obligation to the extent a claim was caused by ABANotes' breach of these Terms, gross negligence, or willful misconduct. This Section does not require an individual consumer to indemnify ABANotes to an extent prohibited by applicable law.

18.2 Procedure

ABANotes will promptly notify you of a covered claim, provided delay relieves your obligations only to the extent materially prejudicial. You may control the defense and settlement with counsel reasonably acceptable to ABANotes. You may not settle in a manner that admits fault by, imposes nonmonetary obligations on, or fails to fully release ABANotes without ABANotes' written consent. ABANotes may participate with its own counsel at its own expense.

18.3 Executed MSA

If an executed MSA applies, its mutual indemnification provisions control instead of this Article 18.

19. Suspension and Termination

19.1 Termination by You

You may stop using the Services at any time. You may request closure of an independently administered account through available account controls or support@abanotes.ai. If your account is controlled by a Customer, contact the Customer administrator. Stopping use or closing an account does not automatically terminate an organization's subscription, erase Customer-controlled records, cancel an app-store subscription, or eliminate payment or retention obligations.

19.2 Suspension or Termination by ABANotes

ABANotes may suspend, restrict, or terminate access if reasonably necessary to:

• address a material or repeated violation of these Terms or incorporated policies;
• prevent or respond to fraud, illegal activity, abuse, infringement, or a security threat;
• protect users, Customer Data, ABANotes, third parties, or the Services;
• comply with law, legal process, sanctions, or a provider or app-store requirement;
• address nonpayment when applicable; or
• discontinue a public, trial, beta, or free Service.

When practicable and consistent with security and law, ABANotes will provide notice and an opportunity to cure and will limit suspension to the affected account, content, or function. ABANotes may act immediately for fraud, illegal use, credible security threats, imminent harm, or legal requirements.

19.3 Effect of Termination

Upon termination, your right to access and use the affected Services ends. Customer Data return, export, retention, deletion, backups, and transition rights are governed by the applicable MSA, BAA, Privacy Policy, Data Retention and Destruction Policy, Customer instructions, and law. ABANotes may retain Account Data and records necessary for security, dispute resolution, legal compliance, and enforcement.

19.4 Survival

Provisions that by their nature should survive will survive, including provisions concerning ownership, Feedback, disclaimers, liability, indemnification, accrued obligations, dispute resolution, and general interpretation.

20. Export and Sanctions Compliance

You must comply with U.S. and other applicable export-control, import, trade, and economic-sanctions laws. You represent and warrant that you are not located in, ordinarily resident in, or organized under the laws of an embargoed territory; are not owned or controlled by, or acting for, a prohibited or restricted party; and will not use the Services for a prohibited end use.

You may not export, re-export, transfer, provide, or permit access to the Services, software, technical information, or AI-Assisted Features in violation of applicable restrictions. Third-party cloud, app-store, and AI providers may impose lawful country, region, export, sanctions, or access restrictions that limit availability.

21. Governing Law and General Provisions

21.1 Informal Dispute Resolution

Before filing a claim, you and ABANotes will attempt in good faith for at least thirty (30) days to resolve the dispute after written notice describing the claim and requested relief. Notices to ABANotes must be sent to legal@abanotes.ai and the mailing address below. This requirement does not prevent urgent injunctive relief, preservation of a limitations period, a security response, or a claim that cannot lawfully be subject to pre-suit notice.

21.2 Governing Law and Venue

Florida law governs these Terms and disputes arising from them, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Except where applicable law provides a nonwaivable forum, the state courts in Miami-Dade County, Florida, and the United States District Court for the Southern District of Florida have exclusive jurisdiction. You and ABANotes consent to personal jurisdiction and venue in those courts.

21.3 Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND ABANOTES KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. This waiver does not prevent injunctive or equitable relief.

21.4 No Class or Representative Claims

To the maximum extent permitted by law, you and ABANotes will bring claims only in an individual capacity and not as a plaintiff or class member in a class, consolidated, collective, or representative action. This Section does not restrict governmental enforcement, public injunctive relief where nonwaivable, or rights that cannot lawfully be waived.

21.5 Electronic Communications and Notices

You consent to receive agreements, disclosures, notices, receipts, and other communications electronically when permitted by law. You must keep your email address current. Electronic records and signatures may not be denied effect solely because they are electronic, consistent with the federal E-SIGN Act and Florida's Uniform Electronic Transaction Act. Nothing requires a person to consent to electronic delivery where law requires a separate consent process.

Routine notices may be provided through the Services or by email. Formal legal notices to ABANotes must be delivered by personal delivery, nationally recognized overnight courier, certified U.S. mail with return receipt, or email with confirmation of receipt to the contact below.

21.6 Assignment

You may not assign or transfer these Terms or an account without ABANotes' prior written consent. ABANotes may assign these Terms in connection with a merger, reorganization, financing, sale of substantially all relevant assets, or change of control, provided the assignee assumes applicable obligations. A prohibited assignment is void.

21.7 Independent Parties

You and ABANotes are independent parties. These Terms do not create a partnership, joint venture, franchise, fiduciary, employment, agency, or exclusive relationship. Neither party may bind the other.

21.8 Third-Party Beneficiaries

Except for Apple and its subsidiaries as stated in Section 13.3 and indemnified parties under Article 18, these Terms do not create third-party beneficiaries.

21.9 Entire Agreement and Precedence

For users not governed by an executed MSA, these Terms and incorporated policies are the entire agreement concerning public, trial, evaluation, and Mobile Application use and supersede prior statements on that subject. For Customers with an executed MSA, the MSA's entire-agreement and precedence provisions control. The BAA controls for PHI and HIPAA matters within its scope.

21.10 Changes to the Services or Law

ABANotes may modify these Terms as stated in Section 1.5. No employee or agent may make a different binding commitment unless it is in a written agreement signed by an authorized ABANotes representative.

21.11 Severability and Reformation

If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent and modified only as necessary to make it enforceable. If modification is not permitted, it will be severed, and the remaining provisions remain effective.

21.12 No Waiver

A waiver must be in writing and signed by the waiving party. A waiver on one occasion is not a waiver on another. Delay in exercising a right is not a waiver.

21.13 Electronic Acceptance and Records

Your affirmative click, checkbox selection, account activation, trial enrollment, app download or use, or other electronic acceptance method presented with these Terms constitutes your electronic signature and agreement to transact electronically to the extent permitted by law. ABANotes may retain records of the version accepted, date and time, account or device information, and other evidence reasonably necessary to document acceptance.

21.14 Language

The English-language version controls unless ABANotes expressly agrees otherwise. A translation may be provided for convenience.

Contact Information

ABANotes LLC
Attn: Legal Department
8821 NW 153 Terrace
Miami Lakes, Florida 33018
United States
Website: https://abanotes.ai

Acceptance Language for Registration, Trial, or In-App Presentation

By selecting “I Agree,” creating or activating an account, starting a trial, or downloading or using My ABANotes, I acknowledge that I have read and agree to the ABANotes Terms of Service and acknowledge the ABANotes Privacy Policy. If I accept for an organization, I represent that I have authority to bind it. If an executed Master Subscription Agreement applies, that agreement controls in the event of conflict.

The acceptance interface should provide conspicuous, accessible links to the then-current Terms of Service and Privacy Policy before the user acts. A Customer accepting PHI-enabled Services should separately execute or affirm the applicable MSA, Order Form, and BAA rather than relying solely on this acceptance language.

End of ABANotes Terms of Service — Version 1.0