Loading
These Terms of Service govern your access to and use of the MentraNote platform. Please read them carefully before using our services.
These Terms of Service ("Terms," "Agreement") constitute a legally binding contract between you ("User," "Subscriber," "you") and MentraNote Inc., a Delaware corporation ("MentraNote," "Company," "we," "us," or "our"), governing your access to and use of the MentraNote electronic health record (EHR) platform, including all associated software, services, APIs, mobile applications, and websites (collectively, the "Platform" or "Services").
BY CLICKING "I AGREE," COMPLETING ACCOUNT REGISTRATION, OR ACCESSING OR USING THE PLATFORM IN ANY MANNER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE PLATFORM.
If you are entering into this Agreement on behalf of a company, organization, healthcare practice, or other legal entity (an "Organization"), you represent and warrant that you have the authority to bind such entity to these Terms. In that case, "you" and "your" will also refer to that entity.
Users under the age of 18 are not permitted to use the Platform. The Platform is designed for use by licensed or supervised mental health professionals and healthcare organizations in their professional capacity.
For the purposes of these Terms, the following definitions apply:
To register for and use the Platform, you must: (a) be at least 18 years of age; (b) be a licensed, registered, or otherwise legally authorized mental health professional, or a supervised trainee under the direct oversight of a licensed supervisor; (c) have the legal authority to enter into this Agreement; and (d) not be prohibited from using the Platform under applicable law.
You agree to provide accurate, current, and complete information during the registration process, including your full legal name, professional license number and issuing state, email address, and any other required information. You agree to update such information promptly to keep it accurate, current, and complete. MentraNote reserves the right to verify credentials and may suspend or terminate accounts where information is found to be inaccurate, outdated, or fraudulent.
You are solely responsible for: (a) maintaining the confidentiality of your account credentials, including your password and two-factor authentication (2FA) codes; (b) all activity that occurs under your account; and (c) notifying MentraNote immediately at support@mentranote.com upon discovery of any unauthorized access to or use of your account. MentraNote will not be liable for any losses arising from your failure to maintain the confidentiality of your credentials.
Two-factor authentication (2FA) is mandatory for all accounts on the Platform. You must enroll in 2FA upon first login. Failure to maintain 2FA enrollment may result in suspension of account access. This requirement exists to protect PHI and to satisfy HIPAA technical safeguard requirements.
Organization administrators are responsible for managing all user accounts within their organization, including provisioning, deprovisioning, and ensuring each user maintains individual credentials. Sharing of login credentials between individuals is strictly prohibited and constitutes a material breach of this Agreement and a potential HIPAA violation.
MentraNote offers the following subscription tiers: Free Trial (limited features, no charge), Basic ($19/month), Pro ($39/month), and Premium ($79/month). Features available within each plan are described on our pricing page and are subject to change with 30 days' prior notice to existing Subscribers.
All subscriptions are billed in advance on a monthly or annual basis, as selected at the time of subscription. Subscription fees are due on the first day of each billing cycle. All fees are payable in United States Dollars (USD). Payment is processed via Stripe, our third-party payment processor. By providing payment information, you authorize MentraNote to charge your designated payment method on a recurring basis until you cancel your subscription.
New accounts may be offered a free trial period as specified on the Platform at the time of registration. At the conclusion of the free trial, you must provide valid payment information and select a paid plan to continue accessing the Platform. MentraNote reserves the right to modify or discontinue free trial offerings at any time.
Upgrades take effect immediately upon confirmation, and you will be charged a prorated amount for the remainder of the current billing cycle. Downgrades take effect at the beginning of the next billing cycle. MentraNote does not provide refunds for the difference in cost when downgrading mid-cycle. If a downgrade results in your usage exceeding the limits of your new plan, you must bring your usage into compliance before the change takes effect.
MentraNote reserves the right to modify subscription fees at any time. We will provide at least 30 days' prior written notice (via email to the address on your account) of any fee increases. Continued use of the Platform after the effective date of a fee change constitutes your acceptance of the new fees. If you do not accept a fee change, your sole remedy is to cancel your subscription before the effective date of the change.
All fees are exclusive of applicable taxes. You are responsible for all sales, use, goods and services, value added, withholding, and similar taxes and levies imposed by any taxing authority in connection with your subscription, excluding taxes based on MentraNote's net income.
If your payment fails, MentraNote will retry the charge according to our standard retry schedule. If payment remains outstanding for more than 10 days, MentraNote may suspend your account. If payment remains outstanding for more than 30 days, MentraNote may terminate your account. You remain liable for all outstanding amounts, plus any applicable collection costs and interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less).
The Platform is licensed solely for use by licensed or supervised mental health professionals for lawful clinical documentation, session management, and related administrative purposes within their professional practice. Any use outside of this scope is expressly prohibited.
You agree not to, and not to permit others to:
If you become aware of any violation of these Terms by any person, please notify us immediately at support@mentranote.com. MentraNote reserves the right to investigate any alleged violations and may take any action we deem appropriate, including suspension or termination of accounts, without notice or liability.
IMPORTANT CLINICAL DISCLAIMER: MentraNote is a clinical documentation and administrative software tool. It is NOT a medical device, does not provide clinical diagnoses, and does not constitute medical advice, treatment recommendations, or a substitute for professional clinical judgment.
AI Features on the Platform, including AI-generated session notes, summaries, risk assessments, and clinical insights, are provided solely as drafts and assistive tools to support—not replace—the professional judgment of a licensed clinician. All AI-generated content:
The treating clinician retains full professional and legal responsibility for all clinical decisions, documentation, and client outcomes. MentraNote's AI Features do not establish a clinician-patient relationship between MentraNote and any client. You agree that MentraNote is not responsible for any clinical outcome arising from your reliance on AI-generated content.
The Platform is not designed or intended for use in emergency situations involving imminent risk of harm to self or others. MentraNote does not provide real-time crisis support. In any emergency, contact emergency services (911) immediately.
The AI Features of the Platform are not FDA-cleared or FDA-approved medical devices and are not intended to diagnose, treat, cure, or prevent any disease or health condition.
MentraNote operates as a Business Associate under HIPAA with respect to any PHI that Users upload, enter, or generate on the Platform. As a Subscriber, if you are a Covered Entity or a Business Associate under HIPAA who will use the Platform to create, receive, maintain, or transmit PHI, you are required to execute a Business Associate Agreement (BAA) with MentraNote before using the Platform with any PHI.
A standard BAA is available to all paid Subscribers (Basic, Pro, and Premium plans). By completing subscription enrollment on a paid plan, you agree to be bound by MentraNote's standard BAA, which is incorporated into these Terms by reference. A copy of the BAA can be requested at compliance@mentranote.com. Free Trial users may not store actual PHI on the Platform and must use only de-identified or synthetic data during the trial period.
You acknowledge and agree that you are independently responsible for: (a) ensuring your use of the Platform complies with all applicable provisions of HIPAA and the HITECH Act; (b) obtaining any required patient authorizations or consents before uploading PHI to the Platform; (c) implementing appropriate administrative, physical, and technical safeguards within your own practice; and (d) maintaining proper records of disclosures of PHI as required by HIPAA.
In the event of a breach of unsecured PHI that is attributable to MentraNote's systems, MentraNote will notify affected Subscribers within 60 days of discovery of the breach, as required by 45 C.F.R. § 164.410. You are responsible for providing required notifications to affected individuals and HHS in accordance with the HIPAA Breach Notification Rule.
The Platform, including all software, technology, interfaces, algorithms, AI models, databases, documentation, trademarks, logos, trade names, service marks, and all other intellectual property embodied therein, is and shall remain the exclusive property of MentraNote Inc. and its licensors. These Terms do not grant you any ownership interest in the Platform. All rights not expressly granted herein are reserved by MentraNote.
Subject to your compliance with these Terms and timely payment of applicable fees, MentraNote grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your internal professional clinical documentation purposes during the term of your subscription.
You retain all ownership rights in the Clinical Data and other Content you upload or create on the Platform ("Your Content"). You grant MentraNote a limited, non-exclusive license to host, store, transmit, process, and display Your Content solely as necessary to provide the Services to you and as described in our Privacy Policy. MentraNote does not claim ownership of Your Content.
If you submit feedback, suggestions, ideas, or feature requests to MentraNote ("Feedback"), you grant MentraNote a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, create derivative works based on, distribute, and otherwise exploit the Feedback for any purpose, without any obligation to compensate you or maintain the confidentiality of the Feedback.
MentraNote will not use your Clinical Data (including session notes, transcripts, or PHI) to train, fine-tune, or improve AI models without your express written opt-in consent. Aggregated, fully de-identified, and anonymized usage analytics that cannot reasonably be used to identify any individual may be used to improve Platform performance and features.
You own all Clinical Data you create or upload to the Platform. MentraNote acts as a data processor or business associate with respect to PHI. Our collection, use, and processing of personal data and PHI is governed by our Privacy Policy and BAA. In the event of termination of your subscription, you may export your data as described in our Refund and Cancellation Policy. Subject to applicable law, MentraNote will delete your data within 30 days of account closure as described in the Refund Policy.
Each party agrees to keep confidential all Confidential Information of the other party and to use such Confidential Information solely for the purposes of performing its obligations under these Terms. "Confidential Information" means any non-public information disclosed by one party to the other in connection with these Terms, including technical and business information, trade secrets, and PHI. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the receiving party provides prompt written notice to enable the disclosing party to seek a protective order.
Please read this section carefully. This section limits MentraNote's liability to you. It may affect your legal rights.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MENTRANOTE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, LICENSORS, OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM CLINICAL DECISIONS MADE BASED ON AI-GENERATED CONTENT, EVEN IF MENTRANOTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENTRANOTE'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO MENTRANOTE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).
MentraNote shall have no liability whatsoever for any clinical outcomes, patient harm, regulatory action, professional disciplinary proceedings, or other consequences arising from your clinical decisions, including decisions made in reliance upon AI-generated notes or other Platform output. You acknowledge that you maintain sole professional responsibility for all clinical judgments.
The parties acknowledge that the limitations of liability set forth in this section reflect a reasonable allocation of risk and form an essential basis of the bargain between MentraNote and you. These limitations shall apply even if any limited remedy specified in these Terms fails of its essential purpose.
You agree to defend, indemnify, and hold harmless MentraNote Inc. and its officers, directors, employees, agents, contractors, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
MentraNote reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with MentraNote's defense of such claims.
MentraNote warrants that: (a) it has the right to enter into this Agreement and to grant the rights and licenses described herein; (b) it will provide the Services in a professional and workmanlike manner consistent with industry standards; and (c) it will maintain reasonable administrative, physical, and technical safeguards to protect PHI as required under the BAA and HIPAA.
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MENTRANOTE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO: WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR UNINTERRUPTED OR ERROR-FREE OPERATION. MENTRANOTE DOES NOT WARRANT THAT THE AI FEATURES WILL BE CLINICALLY ACCURATE, FREE OF BIAS, OR SUITABLE FOR ANY PARTICULAR CLINICAL PURPOSE.
MentraNote targets 99.9% uptime but does not guarantee uninterrupted availability of the Platform. Scheduled maintenance windows will be communicated in advance. MentraNote shall not be liable for any interruption of service beyond its reasonable control.
You may cancel your subscription at any time through your account settings or by contacting support@mentranote.com. Upon cancellation, your subscription will remain active through the end of your current billing period, after which access to paid features will be discontinued. No refunds will be issued for unused portions of a billing period except as expressly stated in our Refund Policy.
MentraNote may suspend or terminate your account immediately, without notice or liability, if: (a) you breach any provision of these Terms; (b) you fail to pay subscription fees when due; (c) MentraNote determines, in its sole discretion, that your use of the Platform poses a risk to the security, integrity, or availability of the Platform or to any third party; (d) required by applicable law or a government authority; or (e) you engage in any conduct that MentraNote reasonably determines is harmful to MentraNote's reputation, other users, or third parties.
Upon termination: (a) all licenses granted to you under these Terms immediately terminate; (b) you must cease all use of the Platform; (c) you may request an export of your Clinical Data within 30 days of termination, after which MentraNote may permanently delete your data; (d) any outstanding payment obligations shall survive termination; and (e) sections of these Terms that by their nature should survive termination shall survive, including sections 8, 10, 11, 12, 13, 15, 16, and 18.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of law principles. Subject to the arbitration provision in Section 16, you consent to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for any disputes that are not subject to arbitration.
PLEASE READ THIS SECTION CAREFULLY. It contains a binding arbitration clause and class action waiver that affect your legal rights. You have the right to opt out of arbitration within 30 days of first agreeing to these Terms (see Section 16.5).
Before initiating any arbitration or legal proceeding, you agree to contact MentraNote at legal@mentranote.com to describe the nature and basis of the dispute and the specific relief sought. The parties agree to use good-faith efforts to resolve the dispute informally within 30 days of such notice.
If the dispute is not resolved informally within 30 days, any dispute, controversy, or claim arising out of or relating to these Terms, the Platform, or the breach, termination, or validity thereof shall be finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English, with the seat of arbitration in Wilmington, Delaware. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS, AND NEITHER PARTY SHALL BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or enjoin infringement of intellectual property rights or misappropriation of confidential information.
You may opt out of the binding arbitration provision by sending written notice to legal@mentranote.com within 30 days of first accepting these Terms. Your opt-out notice must include your name, address, and a clear statement that you are opting out of arbitration. Opting out does not affect any other provision of these Terms.
MentraNote reserves the right to modify these Terms at any time. We will provide at least 30 days' prior notice of material changes by posting an updated version on the Platform and sending an email notification to the address associated with your account. Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must cancel your subscription before the effective date of the changes.
For non-material changes (such as typographical corrections, reorganization, or clarifications that do not affect the substance of the Terms), we may update the Terms without prior notice. The date at the top of these Terms will always reflect the date of the most recent revision.
These Terms, together with the Privacy Policy, BAA, and any order forms or supplemental agreements executed by the parties, constitute the entire agreement between you and MentraNote with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.
If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect.
No waiver by MentraNote of any breach or default of these Terms shall be deemed a waiver of any subsequent breach or default, and shall not affect the other provisions of these Terms.
You may not assign, delegate, or transfer your rights or obligations under these Terms without MentraNote's prior written consent. MentraNote may assign these Terms without restriction in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this provision shall be null and void.
MentraNote shall not be liable for any failure or delay in performance under these Terms due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, government actions, internet or telecommunications failures, or cyberattacks.
Nothing in these Terms shall be construed to create a partnership, joint venture, agency, employment, or fiduciary relationship between the parties.
You agree to comply with all applicable U.S. and international export control laws and regulations. You may not use or export the Platform in violation of such laws.
You agree that your electronic acceptance of these Terms constitutes a legally binding signature and has the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and applicable state law.
For questions, concerns, or notices regarding these Terms of Service, please contact:
MentraNote Inc. — Legal Department
Email: legal@mentranote.com
Compliance: compliance@mentranote.com
Support: support@mentranote.com
MentraNote Inc. is incorporated in the State of Delaware, USA. These Terms were last updated on May 22, 2026.