Terms of service

Summary. Midline writes a draft session note from selections you make. You remain the clinician of record, you own what it produces, and you are responsible for reading every note before you sign it. The sections below govern.

1. Acceptance and scope

These Terms of Service (“Terms”) constitute a binding agreement between you (“you”, the “User”) and Midline (“Midline”, “we”, “us”) governing access to and use of the Midline web application and the midlinenotes.com website (together, the “Service”). By registering for or using the Service you accept these Terms. If you do not accept them, do not use the Service. Our handling of information is governed by the Privacy Policy, which is incorporated herein by reference.

2. Nature of the Service

The Service converts structured selections concerning a therapy session into narrative documentation (a “Generated Note”). The Service is a writing tool. It does not provide clinical advice, does not determine what occurred in any session, does not constitute medical or professional judgment, and does not transmit, file or submit documentation to any payer, employer or authority on your behalf. No clinician-patient relationship, and no professional relationship of any kind, arises between Midline and any individual to whom a Generated Note relates.

3. Ownership of Generated Notes

As between you and Midline, you own each Generated Note produced from your selections, in full and without qualification. Midline claims no license in, and asserts no right to reproduce, distribute or display, any Generated Note, save as expressly provided at Section 10 in respect of notes you have elected to submit for quality review. You may use, modify, retain and submit Generated Notes without restriction and without attribution to Midline.

Midline retains all right, title and interest in the Service itself, including its software, its structured item library, its interface and its marks. Nothing in these Terms transfers any of the foregoing to you.

4. Eligibility

The Service is offered solely to persons who are (a) at least eighteen years of age, and (b) practicing therapists, or persons working under the supervision of a practicing therapist. You represent that you satisfy both conditions and that you hold whatever licensure, credential or supervision your jurisdiction and employer require for the documentation you produce.

5. Clinician responsibility

You must read each Generated Note in its entirety before adopting, signing, submitting or relying upon it. You are the clinician of record.

The Service applies automated verification intended to confirm that each item you selected appears in the Generated Note and that content you did not select has not been introduced, and it will regenerate a note which fails that verification. That verification is a safeguard and not a guarantee, and it does not relieve you of the obligation in the preceding paragraph. Documentation you submit for reimbursement, to a school district, to an employer or to any regulator is your professional responsibility in precisely the manner it would be had you composed it yourself.

6. Accounts

• Accounts are personal to one individual. You are responsible for maintaining the confidentiality of your sign-in credentials and for all activity occurring under your account.
• Credential sharing is prohibited. Plans offered without a stated monthly allowance remain subject to a fair-use ceiling of 500 notes per calendar month, which exceeds several full-time caseloads and exists to prevent a single account serving a practice. Where several clinicians require the Service, contact us and appropriate arrangements will be made.
• You must not enter a client name, initial, date of service or other identifier into any field of the Service other than the client-name field, which operates entirely within your browser.

7. Acceptable use

You must not, and must not attempt to:

• access the Service by automated means, or resell, sublicense or otherwise make the Service available to any third party;
• circumvent any allowance, ceiling, rate limit or other technical restriction;
• register multiple accounts in order to obtain promotional benefits, including free trials or referral rewards, to which a single User would not be entitled;
• use the Service to produce documentation for sessions which did not occur, or which you did not conduct or supervise; or
• interfere with the integrity or performance of the Service or attempt to gain unauthorized access to it.

8. Free trial

The Solo plan, billed monthly, commences with a free trial of one month. A valid payment method is required at sign-up. Unless canceled before the trial concludes, the payment method is charged at its conclusion and the subscription continues. Cancellation at any point before that time results in no charge.

One trial per User. The trial is available on a first subscription only; cancellation and subsequent re-subscription does not confer a further trial. No trial attaches to other plans or to yearly billing. Midline may withdraw or decline a trial where it reasonably determines that Section 7 has been contravened.

9. Fees, billing and taxes

• Subscriptions are billed monthly or yearly in advance. Yearly billing is charged at twelve months for the price of ten. The note allowance is monthly in either case and resets on the first day of each calendar month.
• Prices are stated in United States dollars and are exclusive of tax. Sales tax, value added tax or goods and services tax is added at checkout where applicable, and the total charged may accordingly exceed the price displayed.
• Payment is processed by our payment provider, which acts as merchant of record for subscription transactions. Your statement will bear that provider’s descriptor, LINK.COM, rather than Midline, and receipts and invoices are issued by it.
• Regeneration of a note you have already produced does not count against your allowance.
• There is no minimum term. You may change or cancel your plan at any time. Cancellation takes effect at the conclusion of the period already paid for, and fees already paid are not refunded on a pro rata basis save where required by law.
• Midline may revise its prices. Where it does so, notice will be given in advance of the change taking effect for an existing subscription.

10. Referral program

Where a person registers using your referral code and subsequently subscribes to a paid plan, Midline credits 50 notes to your account. Such notes are additional to your monthly allowance, are drawn upon only once that allowance is exhausted, and do not expire. There is no cap and no claim is required.

The reward accrues upon the referred User’s first payment and not upon commencement of a free trial.

A User who enters another User’s referral code receives their first month of the Practice plan, billed monthly, at $9.99 in place of $19.99. A code may be entered once per account, may not be a User’s own, and may be entered only before a first subscription. The benefit attaches to that plan and billing interval alone; it does not apply to other plans, to yearly billing, or to any subsequent change of plan. Self-referral, and the registration of accounts for the purpose of obtaining rewards, voids any reward so obtained and may result in termination under Section 16.

11. Quality review program

Where and only where you affirmatively enable the relevant setting, Midline retains Generated Notes which you have rated, in de-identified form bearing the placeholder token, in order to evaluate and improve output quality. You grant Midline a non-exclusive license to use such notes for that purpose alone. The setting is disabled by default; disabling it prevents further retention and does not affect notes already retained, which may be deleted on request.

12. Availability and continuity

The Service is provided on an as-available basis and no uptime commitment is made. Where the model which composes notes is unavailable, the Service assembles the note deterministically from templates instead, so that you are not left without documentation; such a note is flatter in wording and contains the same selected content.

13. Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. To the fullest extent permitted by law, Midline disclaims all warranties, express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title and non-infringement. Midline does not warrant that the Service will be uninterrupted or error-free, nor that any Generated Note will be accurate, complete, or sufficient for reimbursement, audit, licensure or any other purpose.

14. Limitation of liability

To the fullest extent permitted by law, Midline shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, nor for any loss of profits, revenue, data, goodwill, or for any denial, recoupment or audit of reimbursement, arising out of or in connection with the Service, whether in contract, tort or otherwise, and whether or not Midline was advised of the possibility of such damages.

Midline’s aggregate liability arising out of or relating to these Terms or the Service shall not exceed the amount you paid to Midline in the twelve months preceding the event giving rise to the claim. Certain jurisdictions do not permit the exclusion of certain warranties or the limitation of certain damages; in such jurisdictions the foregoing applies to the fullest extent permitted.

15. Indemnity

You agree to indemnify and hold harmless Midline against any claim, loss, liability or expense, including reasonable legal fees, arising out of your use of the Service in contravention of these Terms, your submission of documentation produced by the Service, or your breach of any professional, licensure or employment obligation to which you are subject.

16. Suspension and termination

You may terminate at any time by canceling your subscription and deleting your account. Midline may suspend or terminate access where it reasonably determines that these Terms have been contravened, that continued access presents a security or legal risk, or where required by law; save in cases of abuse or legal compulsion, notice will be given and a pro rata refund of any unused prepaid period will be made. Sections 3, 13, 14, 15 and 18 survive termination.

17. Amendment

Midline may amend these Terms, and the date of last revision appears above. Where an amendment materially affects fees payable or an allowance already purchased, notice will be given directly and in advance of the amendment taking effect, rather than by publication alone. Continued use following the effective date constitutes acceptance.

18. Governing law

These Terms are governed by the laws of the United States and of the State in which Midline is established, without regard to conflict of laws principles. The state and federal courts situated in that State shall have exclusive jurisdiction over any dispute arising hereunder, and the parties submit to the jurisdiction of those courts. Nothing herein deprives a consumer of the protection of mandatory provisions of the law of their place of residence.

19. General

These Terms, together with the Privacy Policy, constitute the entire agreement between the parties concerning the Service. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce any provision is not a waiver of it. You may not assign these Terms; Midline may assign them in connection with a merger, acquisition or sale of assets.

20. Contact

support@midlinenotes.com