Chartnote Master Subscription Agreement

Version 2.0 — Posted September 6, 2026 — Effective September 16, 2026

Supersedes all prior versions of the Chartnote Master Subscription Agreement

This Master Subscription Agreement (this “MSA”) is entered into by and between Chartnote, Inc., a Delaware corporation (“Chartnote”), and the organization or individual identified in an Order Form or subscribing to the Services (“Customer”). This MSA is incorporated into and governs each Order Form, order page, or in-product subscription referencing it. Chartnote and Customer are each a “Party” and together the “Parties.” By executing an Order Form, subscribing to the Services, or using the Services, Customer agrees to this MSA.

Customer’s agreement with Chartnote consists of this MSA, the applicable Order Form(s), the Chartnote Terms of Use (chartnote.com/termsOfUse) (the “Terms”), the Business Associate Agreement (chartnote.com/baa) (the “BAA”), the Fair Use & Account Policy (chartnote.com/fairUse) (the “Fair Use Policy”), and the Privacy Policy (chartnote.com/privacyPolicy) (collectively, the “Agreements”). Order of precedence: (i) for the privacy and security of Protected Health Information, the BAA governs; (ii) an executed Order Form governs over this MSA; (iii) this MSA governs over the Terms; (iv) for limitation of liability, Section 9 of this MSA governs across all of the Agreements; (v) for permitted account usage, the Fair Use Policy governs; and (vi) otherwise the Terms govern over the incorporated policies — in each case solely to the extent of a conflict. This order of precedence is the same as that stated in Section 28 of the Terms.

Section 1. Definitions.

1.1. “Order Form” means an ordering document (including a Master Order Form, order form addendum, quote, or in-product order page) entered into between Chartnote and Customer that references this MSA.

1.2. “Services” means the Chartnote clinical documentation platform and related software, applications, extensions, features, and services made available by Chartnote, including AI Scribe, Voice Chart, Copilot, Scratch Pad, templates and snippets, the Chartnote Chrome extension, the Chartnote mobile applications, and any other Chartnote product identified in an Order Form, together with associated support.

1.3. “AI Output” means notes, transcripts, summaries, codes, suggestions, or other content generated or proposed by the Services using artificial intelligence, machine learning, or speech-recognition technology.

1.4. “Customer Data” means data, content, and materials submitted to the Services by or on behalf of Customer or its Users, including audio recordings, dictations, documents, and Protected Health Information (“PHI”) as defined in the BAA. Customer Data has the same meaning as “Customer Content” in the Terms and the Privacy Policy.

1.5. “User” means an individual authorized by Customer to use the Services under Customer’s account, up to the number of seats purchased.

1.6. “Subscription Term” means the subscription period identified in the applicable Order Form or, for self-serve subscriptions, the recurring monthly or annual period selected at purchase.

1.7. “Workspace” means the team or enterprise account under which Customer’s seats are provisioned and administered.

Section 2. The Services; Access and Use.

2.1. Provision of the Services. Subject to the Agreements and payment of applicable fees, Chartnote grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term for its Users to access and use the Services for Customer’s internal clinical documentation and related business purposes.

2.2. Seats and Accounts. Each paid seat is licensed to a single, named individual and may not be shared. Assistant or support-staff access, where offered, must be provisioned through designated seat types with the permissions described for that seat type. Account usage is governed by the Fair Use Policy, which is incorporated into this MSA by reference.

2.3. Security and Compliance. Chartnote maintains administrative, physical, and technical safeguards for the protection of Customer Data consistent with the Security Rule under HIPAA, its SOC 2 Type II control environment, and industry practice, including encryption of Customer Data in transit and at rest. Production data is hosted in the United States. Security documentation, including Chartnote’s SOC 2 report, is available under NDA through the Chartnote Trust Center at trust.chartnote.com. Chartnote’s handling of PHI is governed by the BAA.

2.4. Subprocessors. Chartnote may use subcontractors and service providers, including AI and speech-recognition vendors, to deliver the Services, provided each subprocessor that processes PHI is bound by a business associate agreement or equivalent written obligations consistent with the BAA. Chartnote publishes its current subprocessor list through the Trust Center and will notify Customer of material changes as provided in the BAA.

2.5. Support and Availability. Chartnote will provide support through help@chartnote.com and its help center, and will use commercially reasonable efforts to make the Services available, subject to scheduled maintenance and events beyond Chartnote’s reasonable control. Any service-level commitments, if applicable, are stated in the Order Form.

Section 3. Customer Responsibilities; AI Services.

3.1. Professional Responsibility. The Services are documentation tools. They do not provide medical advice, diagnosis, or treatment, and are not a substitute for the professional judgment of a licensed clinician. The clinician using the Services is and remains solely responsible for the content of the medical record and for all clinical decisions.

3.2. Review and Verification of AI Output. AI Output may contain errors, omissions, or inaccuracies. Each User must review, verify, and where necessary correct all AI Output — including clinical content, medications, dosages, and billing or diagnostic codes — before relying on it, signing it, or transferring it to any electronic health record or other system of record. Customer shall not rely on AI Output for critical decisions without independent verification.

3.3. Recording Consents. Customer is solely responsible for obtaining and documenting any consent, authorization, or notice required by applicable federal, state, or local law before recording any patient encounter or other conversation using the Services, including consent requirements applicable to audio recording and to the use of artificial intelligence in patient care.

3.4. System of Record; Transfer to EHR. The Services are not an electronic health record, a system of record, or a designated record set custodian. Customer is responsible for transferring finalized documentation to its electronic health record or other system of record, and for its own retention obligations with respect to medical records.

3.5. Retention Settings. Customer may configure retention and auto-delete settings for notes, transcripts, and recordings where such settings are available (including through the Workspace administration dashboard). Customer is responsible for configuring these settings consistent with its legal and operational retention requirements. Absent Customer configuration, Chartnote’s default retention schedules apply.

3.6. Credentials and Users. Customer is responsible for maintaining the confidentiality of account credentials, for all activity under its accounts, for administering seats and permissions in its Workspace, and for ensuring its Users comply with the Agreements.

3.7. Lawful Use. Customer shall use the Services in compliance with applicable law, including HIPAA, and shall not use the Services in violation of the acceptable-use provisions of the Terms.

3.8. Workspace Accounts and Personal Accounts. Customer’s rights under this MSA, including administrative control over Customer Data, extend to seats provisioned in Customer’s Workspace. Customer Data created by a clinician in an individual Chartnote account outside Customer’s Workspace is controlled by that individual account holder under the Terms and Section 8.3 of the Privacy Policy, and Chartnote will not release it to Customer absent the account holder’s authorization or valid legal process. Customer is responsible for directing its workforce to use Workspace seats and for its own policies regarding the use of personal accounts. Chartnote does not verify, and has no obligation to verify, whether any individual account holder’s use of the Services is authorized by Customer.

Section 4. Orders, Fees and Payment.

4.1. Fees. Customer will pay the fees stated in the applicable Order Form or, for self-serve subscriptions, the fees presented at purchase. Except as expressly stated in an Order Form or required by law, fees are non-cancelable and payment obligations are non-refundable; refunds for self-serve subscriptions, where offered, are governed by the Terms.

4.2. Invoicing and Payment. Unless otherwise stated in an Order Form, invoiced amounts are due net thirty (30) days from the invoice date, and self-serve subscriptions are charged to the payment method on file at the start of each billing period.

4.3. Seat Changes; True-Ups. Added seats are charged at the then-applicable per-seat rate, prorated to the end of the current Subscription Term unless the Order Form provides otherwise (including any license-reconciliation or true-up mechanism stated in an Order Form).

4.4. Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, and similar taxes, other than taxes on Chartnote’s net income.

4.5. Late Payment; Suspension for Non-Payment. Chartnote may suspend access to the Services for accounts with amounts overdue more than thirty (30) days, after notice and an opportunity to cure, consistent with the notice commitments in the Fair Use Policy.

Section 5. Term; Suspension; Termination.

5.1. Term. This MSA takes effect on the earlier of the effective date of the first Order Form or Customer’s first use of the Services, and continues for so long as any Subscription Term remains in effect.

5.2. Renewal. Unless an Order Form provides otherwise, subscriptions renew automatically for successive periods equal to the then-current Subscription Term unless either Party gives notice of non-renewal at least thirty (30) days before the renewal date (or, for self-serve subscriptions, unless Customer cancels before the renewal date).

5.3. Termination for Cause. Either Party may terminate this MSA or an affected Order Form if the other Party materially breaches and fails to cure within thirty (30) days of written notice, or upon the other Party’s insolvency.

5.4. Suspension. Chartnote may suspend or restrict an account as provided in the Terms and the Fair Use Policy. Chartnote will provide advance notice and an opportunity to respond before suspending or restricting an account for fair-use or usage reasons, and will not interrupt active patient care under the Fair Use Policy, except where immediate action is required to protect platform security, address suspected fraud or unlawful activity, or comply with law.

5.5. Effect of Termination. Upon termination or expiration: (i) Customer’s access rights end; (ii) fees accrued through the effective date remain payable; (iii) Customer may export its data for a period of thirty (30) days following termination, after which Chartnote may delete Customer Data in accordance with its retention schedules; and (iv) PHI is returned or destroyed as provided in the BAA.

5.6. Survival. Sections 1, 3.1–3.4, 3.8, 4 (as to accrued fees), 5.5, 5.6, 6, 7, 8.3, 9, and 10 survive termination.

Section 6. Confidentiality.

6.1. Definition. “Confidential Information” means non-public information disclosed by one Party to the other that is designated confidential or that reasonably should be understood to be confidential, including Customer Data, product roadmaps, security information (including the contents of the Trust Center), and pricing. Confidential Information excludes information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party.

6.2. Obligations. The receiving Party will use Confidential Information only to perform under the Agreements, protect it with at least reasonable care, and not disclose it except to personnel and subcontractors with a need to know who are bound by obligations at least as protective. Disclosures required by law are permitted with notice to the disclosing Party where legally permissible.

Section 7. Customer Data; Intellectual Property; HIPAA.

7.1. Customer Data. As between the Parties, Customer owns Customer Data. Customer grants Chartnote a limited license to host, process, transmit, and display Customer Data solely to provide and support the Services and as otherwise permitted by the Agreements.

7.2. HIPAA; BAA. The Parties’ obligations with respect to PHI are governed by the BAA, which is incorporated into this MSA by reference and applies to all Customer accounts through which PHI is processed. Where the Parties have executed the Enterprise Edition of the BAA, that executed BAA governs in place of the self-serve BAA for Customer and its affiliates.

7.3. No AI Training; No De-identification for Chartnote’s Purposes. Chartnote does not use Customer Data to train artificial intelligence or machine learning models, and requires the same of the AI service providers that process Customer Data on its behalf, which operate under business associate agreements and, where offered, zero-data-retention terms. Chartnote does not create de-identified data sets from PHI for its own purposes; any de-identification is performed only at Customer’s written direction as provided in the BAA.

7.4. Usage Data. Chartnote may collect and use technical and operational data about use of the Services, excluding PHI and Customer Data, to operate, secure, administer the Fair Use Policy, and improve the Services.

7.5. Chartnote IP. Chartnote and its licensors own the Services, all related software and documentation, and all improvements thereto. No rights are granted except as expressly stated. Customer may not reverse engineer, resell, or provide service-bureau access to the Services except as expressly permitted.

7.6. Feedback. Customer may provide feedback, which Chartnote may use without restriction or obligation. Feedback does not include Customer Data.

Section 8. Warranties; Disclaimers.

8.1. Mutual Warranties. Each Party represents that it has the authority to enter into the Agreements and will comply with applicable law in performing under them.

8.2. Chartnote Warranty. Chartnote warrants that the Services will perform materially in accordance with their documentation and that it will not materially degrade the overall security of the Services during a Subscription Term.

8.3. Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, THE SERVICES AND ALL AI OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CHARTNOTE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR ERROR-FREE. CHARTNOTE DOES NOT PROVIDE MEDICAL ADVICE.

Section 9. Indemnification; Limitation of Liability.

9.1. Indemnification by Chartnote. Chartnote will defend Customer against third-party claims alleging that the Services, as provided by Chartnote and used as permitted, infringe a third party’s intellectual property rights, and will indemnify Customer against amounts finally awarded or agreed in settlement of such claims. Chartnote has no obligation for claims arising from Customer Data, combinations with products not provided by Chartnote, or use in violation of the Agreements.

9.2. Indemnification by Customer. Customer will defend Chartnote against third-party claims arising from Customer Data, Customer’s failure to obtain required patient consents or authorizations, or Customer’s or its Users’ use of the Services in violation of the Agreements or applicable law, and will indemnify Chartnote against amounts finally awarded or agreed in settlement of such claims.

9.3. Procedure. The indemnified Party must give prompt notice, tender sole control of the defense and settlement (provided that no settlement may impose obligations on the indemnified Party without its consent), and provide reasonable cooperation.

9.4. No Indirect Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.5. General Cap. EXCEPT AS PROVIDED IN SECTIONS 9.6 AND 9.7, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENTS SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CHARTNOTE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR, FOR CUSTOMERS ON FREE OR TRIAL PLANS, ONE THOUSAND DOLLARS ($1,000).

9.6. Enhanced Cap. FOR LIABILITY ARISING FROM A PARTY’S INDEMNIFICATION OBLIGATIONS, BREACH OF SECTION 6 (CONFIDENTIALITY), OR A BREACH OF THE BAA, THE CAP IN SECTION 9.5 IS INCREASED TO THREE (3) TIMES THE FEES PAID OR PAYABLE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, NOT TO EXCEED ONE MILLION DOLLARS ($1,000,000) IN THE AGGREGATE.

9.7. Exclusions from Caps. NOTHING IN THIS SECTION 9 LIMITS LIABILITY FOR A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, FOR CUSTOMER’S PAYMENT OBLIGATIONS, OR FOR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

9.8. Single Liability Regime. This Section 9 states the entire liability regime between the Parties across all of the Agreements. The limitation-of-liability provisions of the Terms (Section 23) and the liability cap in the self-serve BAA (Section 6.3) incorporate and defer to this Section 9; where the Parties have executed the Enterprise Edition of the BAA, its Section 6.3 states a parallel cap that governs claims under that BAA. This Section 9 applies notwithstanding any entire-agreement or merger provision in any other document between the Parties, and notwithstanding any failure of essential purpose of any limited remedy.

9.9. Insurance. During each Subscription Term, Chartnote will maintain cyber liability and technology errors and omissions insurance with limits of not less than one million dollars ($1,000,000) in annual aggregate, and will provide a certificate of insurance upon Customer’s reasonable written request.

Section 10. General.

10.1. Governing Law; Venue. This MSA is governed by the laws of the State of California, without regard to conflict-of-laws principles, except to the extent preempted by federal law. All actions or proceedings arising in connection with the Agreements shall be tried and litigated exclusively in the state or federal courts located in Yolo County, California, and the Parties consent to their jurisdiction. Nothing in this Section prevents either Party from seeking injunctive relief to protect its intellectual property, Confidential Information, or PHI.

10.2. Notices. Notices to Customer may be given by email to the address associated with Customer’s account or to the notice address in an Order Form. Legal notices to Chartnote shall be sent by email to privacy@chartnote.com and by courier or certified mail to Chartnote, Inc., 2062 John Jones Rd, Ste 130, Davis, CA 95616, Attn: Legal. Routine operational communications may be sent to help@chartnote.com.

10.3. Assignment. Neither Party may assign the Agreements without the other Party’s consent, except that either Party may assign to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, with notice to the other Party. Any assignment automatically includes the BAA.

10.4. Independent Contractors. The Parties are independent contractors.

10.5. Force Majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

10.6. Publicity. Neither Party may use the other’s name or logo publicly without consent, except that Chartnote may identify Customer as a customer with Customer’s prior approval.

10.7. Entire Agreement. The Agreements constitute the entire agreement between the Parties regarding their subject matter and supersede all prior or contemporaneous agreements on that subject, subject to the order of precedence stated in the preamble to this MSA and Section 9.8.

10.8. Waiver; Severability. No waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect.

10.9. Counterparts; Electronic Acceptance. Order Forms may be executed in counterparts, including by electronic signature. Self-serve subscriptions are accepted electronically and require no signature.

10.10. Amendment. Chartnote may amend this MSA from time to time by posting an updated version at chartnote.com/msa with a new version number and effective date. Chartnote will provide Customer not less than ten (10) days’ notice prior to the effective date of any material amendment, by email and/or prominent notice within the Services (except that amendments required to comply with applicable law may take effect as required by such law), and Customer’s continued use of the Services following the effective date constitutes acceptance of the amended MSA. If Customer does not agree to an amendment, Customer may terminate the affected subscription by notice to Chartnote prior to the amendment’s effective date. Notwithstanding the foregoing, for Customers with an executed Order Form, no amendment shall materially diminish the rights expressly granted in that Order Form during its then-current Subscription Term without Customer’s written consent; and where a copy of this MSA is attached to and executed together with an Order Form, the attached version governs that Order Form for its then-current Subscription Term, and amendments under this Section apply to that Order Form upon renewal unless the Parties agree otherwise in writing (except amendments required to comply with applicable law, which apply as required by such law). This amendment mechanism operates identically to Section 29 of the Terms and Section 5.5 of the self-serve BAA.

Version History

Version 2.0 (September 2026): complete restatement. Establishes Section 9 as the single liability regime across the Agreements (general cap at trailing-twelve-month fees; enhanced cap of three times trailing-twelve-month fees, not to exceed $1,000,000, for indemnification, confidentiality, and BAA breaches) and adds the insurance covenant (Section 9.9); adds Customer Responsibilities for AI Output verification, recording consents, and Workspace versus personal accounts (Section 3); states no-AI-training and no-de-identification commitments (Section 7.3); incorporates the Fair Use & Account Policy and notice-first suspension (Sections 2.2, 5.4); harmonizes the ten-day amendment notice and provides that a version attached to an executed Order Form governs that Order Form for its term (Section 10.10) and the order of precedence with the Terms of Use; designates privacy@chartnote.com for legal notices; updates the contracting entity to Chartnote, Inc., a Delaware corporation.