GastroNote.ai Terms & Conditions

These Terms and Conditions below (these “Terms”) are a binding agreement between GastroNote LLC, a South Carolina limited liability company (“GastroNote,” “Provider,” “we,” “us,” or “our”), and the individual healthcare professional accepting these Terms (“you” or “Customer”). By clicking “I Agree,” creating an account, starting a free trial, or accessing or using the Services, you agree to be bound by these Terms.

1. DEFINITIONS.

1.1 “Aggregated Statistics” means data and information related to your use of the Services that GastroNote uses in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.2 “Authorized User” means you, and only you. You may not permit any other person to access or use the Services under your account.

1.3 “Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you through the Services, including Protected Health Information to the extent applicable.

1.4 “Documentation” means GastroNote’s end user documentation relating to the Services available at https://gastronote.ai.

1.5 “Provider IP” means the Services, the Documentation, and any and all intellectual property provided to you in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from GastroNote’s monitoring of your access to or use of the Services, but does not include Customer Data.

1.6 “Services” means GastroNote’s software-as-a-service offering described in Exhibit A.

1.7 “Third-Party Products” means any third-party software, services, data, tools, or platforms that are integrated with, bundled with, embedded in, or otherwise used in connection with the Services, whether or not expressly identified in Exhibit A.

1.8 “AI Features” means any feature, functionality, or component of the Services that incorporates, uses, or relies on artificial intelligence, machine learning, large language models, or similar technologies.

1.9 “AI Output” means content generated by the AI Features in response to a submission of Customer Data to the AI Features by you.

1.10 “Protected Health Information” or “PHI” has the meaning set forth under HIPAA.

2. ACCESS AND USE.

2.1 Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all other terms and conditions of these Terms, GastroNote grants you a non-exclusive, non-transferable right to access and use the Services during the Term solely for your internal professional use in accordance with these Terms. GastroNote will provide the necessary passwords and network links or connections to allow you to access the Services.

2.2 Documentation License. Subject to these Terms, GastroNote grants you a non-exclusive, non-sublicensable, non-transferable license to use the Documentation during the Term solely for your internal professional purposes in connection with your use of the Services.

2.3 Use Restrictions. You will not use the Services for any purposes beyond the scope of the access granted in these Terms. You will not at any time, directly or indirectly: (a) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software or artificial intelligence component of the Services, in whole or in part; (d) remove any proprietary notices from the Services or Documentation; or (e) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

2.4 Reservation of Rights. GastroNote reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Provider IP.

2.5 Suspension. GastroNote may temporarily suspend your access to any portion or all of the Services if: (a) GastroNote reasonably determines that there is a threat or attack on any of the Provider IP; (b) your use of the Provider IP disrupts or poses a security risk to the Provider IP or to any other customer or vendor of GastroNote; (c) you are using the Provider IP for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) GastroNote’s provision of the Services to you is prohibited by applicable law; (f) any vendor of GastroNote has suspended or terminated GastroNote’s access to or use of any third-party services or products required to enable you to access the Services; or (g) as permitted due to nonpayment under Section 5. GastroNote will use commercially reasonable efforts to provide written notice of any such suspension and to resume access as soon as reasonably possible after the event giving rise to the suspension is cured. GastroNote will have no liability for any consequences you may incur as a result of any permitted suspension.

2.6 Aggregated Statistics. GastroNote may monitor your use of the Services and collect and compile Aggregated Statistics. As between GastroNote and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by GastroNote. You acknowledge that GastroNote may compile Aggregated Statistics based on Customer Data input into the Services. GastroNote may make Aggregated Statistics publicly available in compliance with applicable law and may use Aggregated Statistics to the extent and in the manner permitted under applicable law. Aggregated Statistics will not include PHI except to the extent expressly permitted under an applicable BAA. GastroNote will not use Customer Data or AI Output to train or fine-tune any generally available machine learning or artificial intelligence models, except in anonymized and aggregated form that does not identify any customer or any individual.

3. YOUR RESPONSIBILITIES.

3.1 General. You are responsible and liable for all uses of the Services and Documentation resulting from access provided under your account, whether such access or use is permitted by these Terms or in violation of these Terms. You will use reasonable efforts to maintain the confidentiality of your login credentials and to prevent unauthorized access.

3.2 Third-Party Products. GastroNote may from time to time make Third-Party Products available in connection with the Services. Third-Party Products are subject to their own terms and conditions and any applicable flow-through provisions referred to in Exhibit A. If you do not agree to the applicable terms for any Third-Party Products, you must not install, access, or use such Third-Party Products.

3.3 Use of Artificial Intelligence. You acknowledge and agree that the AI Features generate output based on probabilistic processes and that AI Output may be inaccurate, incomplete, or inappropriate for your particular use case. You are solely responsible for: (a) evaluating the suitability of the AI Features for your intended uses; (b) reviewing AI Output prior to use, distribution, or reliance, including by qualified human professionals; and (c) all decisions made in reliance on AI Output.

4. SERVICE LEVELS AND SUPPORT.

4.1 Service Levels. GastroNote will use commercially reasonable efforts to make the Services available in accordance with the service levels set out in Exhibit B. Service Levels address availability only and do not create any obligation on GastroNote to provide troubleshooting, training, or ongoing support services.

4.2 Support. These Terms do not entitle you to any support for the Services.

5. FEES AND PAYMENT.

5.1 Fees. You will pay GastroNote the fees (“Fees”) as set forth in Exhibit A without offset or deduction. You will make all payments in US dollars on or before the due date set forth in Exhibit A.

5.2 Late Payments. If you fail to make any payment when due, without limiting GastroNote’s other rights and remedies: (a) GastroNote may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (b) you will reimburse GastroNote for all costs incurred by GastroNote in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days or more, GastroNote may suspend your access to any portion or all of the Services until such amounts are paid in full.

5.3 Taxes. All Fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on GastroNote’s income.

5.4 Auditing Rights and Required Records. You agree to maintain complete and accurate records in accordance with generally accepted accounting principles during the Term and for a period of two (2) years after the termination or expiration of these Terms with respect to matters necessary for accurately determining amounts due hereunder. GastroNote may, at its own expense, on reasonable prior notice, periodically inspect and audit your records with respect to matters covered by these Terms, provided that if such inspection and audit reveals that you have underpaid GastroNote with respect to any amounts due and payable during the Term, you will promptly pay the amounts necessary to rectify such underpayment, together with interest in accordance with Section 5.2. You will pay for the costs of the audit if the audit determines that your underpayment equals or exceeds 20% for any quarter. These inspection and auditing rights extend throughout the Term and for a period of two (2) years after the termination or expiration of these Terms.

6. CONFIDENTIAL AND PROTECTED HEALTH INFORMATION.

6.1 Confidential Information. From time to time during the Term, either party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as confidential (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party at the time of disclosure; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

6.2 Nondisclosure and Permitted Disclosure. The receiving party will not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees and professional advisers who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are bound by confidentiality obligations at least as protective as those set forth herein. Each party may disclose Confidential Information to the limited extent required: (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure first gives written notice to the other party and makes a reasonable effort to obtain a protective order; or (b) to establish a party’s rights under these Terms, including to make required court filings.

6.3 Return or Destruction. On the expiration or termination of these Terms, the receiving party will promptly return to the disclosing party all copies of the disclosing party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing party that such Confidential Information has been destroyed.

6.4 Term of Confidentiality. Each party’s obligations of nondisclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving party; provided, however, with respect to any Confidential Information that constitutes a trade secret, such obligations will survive for as long as such Confidential Information remains subject to trade secret protection under applicable law.

6.5 Protected Health Information; HIPAA; BAA Requirement. To the extent you provide or make available PHI to GastroNote in connection with the Services, you agree to be bound by a separate HIPAA Business Associate Agreement (the “BAA”) between GastroNote as business associate and the applicable covered entity. GastroNote has no obligation to process or permit the processing of PHI unless and until the applicable covered entity and GastroNote have executed the BAA. You represent and warrant that you will not submit PHI to the Services unless and until the BAA is fully executed, and that you have obtained all rights, permissions, and authorizations necessary to submit such PHI.

7. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK.

7.1 Provider IP. You acknowledge that, as between you and GastroNote, GastroNote owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP, including any applicable AI Features, and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products, including any applicable AI Features.

7.2 Customer Data; AI Output. GastroNote acknowledges that, as between GastroNote and you, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Data and the AI Output. You grant to GastroNote a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and AI Output and perform all acts with respect to the Customer Data and AI Output as may be necessary for GastroNote to provide the Services to you, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data and AI Output incorporated within the Aggregated Statistics. Notwithstanding anything to the contrary, PHI remains subject to the terms of the BAA.

7.3 Feedback. If you send or transmit any communications or materials to GastroNote suggesting or recommending changes to the Provider IP or providing any comments, questions, suggestions, or the like (“Feedback”), GastroNote is free to use such Feedback irrespective of any other obligation or limitation. You assign to GastroNote all right, title, and interest in the Feedback, and GastroNote may use it without attribution or compensation.

8. LIMITED WARRANTY AND WARRANTY DISCLAIMER.

8.1 Limited Warranty. GastroNote warrants that the Services will conform in all material respects to the service levels set forth in Exhibit B when accessed and used in accordance with the Documentation. GastroNote does not make any representations or guarantees regarding uptime or availability unless specifically identified in Exhibit B. The remedies set forth in Exhibit B are your sole remedies and GastroNote’s sole liability under this limited warranty.

8.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8.1, THE PROVIDER IP IS PROVIDED “AS IS” AND GASTRONOTE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. GASTRONOTE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GASTRONOTE MAKES NO WARRANTY OF ANY KIND THAT THE PROVIDER IP OR ANY RESULTS OF THE USE THEREOF WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WITHOUT LIMITING THE FOREGOING, GASTRONOTE MAKES NO WARRANTIES WITH RESPECT TO AI OUTPUT, WHICH IS PROVIDED “AS IS” AND MAY BE INACCURATE, INCOMPLETE, OR UNSUITABLE FOR YOUR INTENDED USE. THE FOREGOING WARRANTY DOES NOT APPLY, AND GASTRONOTE STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS.

9. INDEMNIFICATION.

9.1 Provider Indemnification. GastroNote will indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys’ fees) (“Losses”) incurred by you resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms, infringes or misappropriates such third party’s US patents, copyrights, or trade secrets, provided that you promptly notify GastroNote in writing of such Third-Party Claim, cooperate with GastroNote, and allow GastroNote sole authority to control the defense and settlement of such Third-Party Claim.

If a Third-Party Claim is made or appears possible, you agree to permit GastroNote, at its sole discretion, to: (a) modify or replace the Services, or component or part thereof, to make it non-infringing; or (b) obtain the right for you to continue use. If GastroNote determines that neither alternative is reasonably available, GastroNote may terminate these Terms, in its entirety or with respect to the affected component or part, effective immediately on written notice to you.

This Section 9.1 will not apply to the extent that the alleged infringement arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GastroNote or authorized by GastroNote in writing; (b) modifications to the Services not made by GastroNote; (c) Customer Data; (d) Third-Party Products; (e) your use of AI Output; or (f) your failure to review or supervise use of the AI Features.

9.2 Customer Indemnification. You will indemnify, hold harmless, and, at GastroNote’s option, defend GastroNote from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on your: (a) negligence or willful misconduct; (b) use of the Services in a manner not authorized by these Terms; (c) use of the Services in combination with data, software, hardware, equipment, or technology not provided by GastroNote or authorized by GastroNote in writing; (d) modifications to the Services not made by GastroNote; or (e) use of AI Output in violation of applicable law or professional standards. You may not settle any Third-Party Claim against GastroNote unless GastroNote consents to such settlement. GastroNote will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.

9.3 Sole Remedy; Liability Cap for Indemnification. THIS SECTION 9 SETS FORTH YOUR SOLE REMEDIES AND GASTRONOTE’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL GASTRONOTE’S LIABILITY UNDER THIS SECTION 9 EXCEED THE TOTAL AMOUNTS PAID TO GASTRONOTE UNDER THESE TERMS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

10. LIMITATIONS OF LIABILITY.

IN NO EVENT WILL GASTRONOTE BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER GASTRONOTE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

IN NO EVENT WILL GASTRONOTE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO GASTRONOTE UNDER THESE TERMS IN THE ONE YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.

11. TERM AND TERMINATION.

11.1 Term. The initial term of these Terms begins on the Effective Date and, unless terminated earlier pursuant to these Terms, will continue in effect until one (1) year from such date (the “Initial Term”). These Terms will automatically renew for successive one-year terms unless earlier terminated or either party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”).

11.2 Termination. In addition to any other express termination right set forth in these Terms:

(a) GastroNote may terminate these Terms, effective on written notice to you, if you: (i) fail to pay any amount when due hereunder, and such failure continues more than thirty (30) days after GastroNote’s delivery of written notice thereof; or (ii) breach any of your obligations under Section 2.3 or Section 6.

(b) Either party may terminate these Terms, effective on written notice to the other party, if the other party materially breaches these Terms, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with written notice of such breach.

(c) Either party may terminate these Terms, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

11.3 Effect of Expiration or Termination. Upon expiration or earlier termination of these Terms, you will immediately discontinue use of the Provider IP and, without limiting your obligations under Section 6, delete, destroy, or return all copies of the Provider IP and certify in writing to GastroNote that the Provider IP has been deleted or destroyed. No expiration or termination will affect your obligation to pay all Fees that may have become due before such expiration or termination or entitle you to any refund.

11.4 Survival. Section 11.4 and Sections 1, 5, 6, 7, 8.2, 9, 10, and 12 survive any termination or expiration of these Terms. No other provisions of these Terms survive.

12. MISCELLANEOUS.

12.1 Entire Agreement. These Terms, together with any other documents incorporated herein by reference and all related exhibits, constitute the sole and entire agreement between you and GastroNote with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of these Terms, the related exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, these Terms, excluding the exhibits; (b) second, the exhibits to these Terms as of the Effective Date; and (c) third, any other documents incorporated herein by reference. Notwithstanding the above, in the event of any inconsistency between these Terms and an applicable BAA with respect to PHI, the BAA controls.

12.2 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and will be deemed given: (a) when delivered by hand; (b) when sent by a nationally recognized overnight courier (with all fees pre-paid); (c) when sent by email with confirmation of transmission; or (d) on the date received when sent by certified or registered mail (return receipt requested, postage pre-paid). Notices to GastroNote must be sent to the contact information posted within the Services or at legal@gastronote.ai (or such other address GastroNote designates by Notice). Notices to you will be sent to the email address associated with your account.

12.3 Force Majeure. In no event will GastroNote be liable to you, or be deemed to have breached these Terms, for any failure or delay in performing its obligations under these Terms, if and to the extent such failure or delay is caused by any circumstances beyond GastroNote’s reasonable control, including acts of God, flood, fire, earthquake, epidemic, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

12.4 Amendment and Modification; Waiver. No amendment to or modification of these Terms is effective unless it is in writing and agreed to by GastroNote, which agreement may be evidenced by (a) an electronic acceptance presented within the Services or (b) a written agreement signed by GastroNote. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving.

12.5 Severability. If any provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

12.6 Governing Law; Submission to Jurisdiction. These Terms are governed by and construed in accordance with the internal laws of the State of South Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms may be instituted exclusively in the federal courts of the United States or the courts of the State of South Carolina in each case located in the city of Greenville and County of Greenville, and each party irrevocably submits to the exclusive jurisdiction of such courts.

12.7 Assignment. You may not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without GastroNote’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void. These Terms are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. GastroNote may assign these Terms without your consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.8 Equitable Relief. Each party acknowledges and agrees that a breach or threatened breach of its obligations under Section 6 or, in your case, Section 2.3, would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security.

12.9 Counterparts; Electronic Acceptance. These Terms may be accepted electronically. Your click on an “I Agree” button or similar mechanism is intended to constitute your electronic signature and acceptance of these Terms.

13. SMS / TEXT MESSAGING TERMS & MOBILE PRIVACY

13.1 Program Description. GastroNote operates an account-notification text messaging program. By providing your mobile telephone number during account registration and affirmatively checking the SMS consent box, you consent to receive automated text (SMS) messages from GastroNote at that number. Messages include one-time account verification codes, account activity and security alerts, and important service updates. Consent to receive text messages is not a condition of purchase and is not required to use the Services.

13.2 Message Frequency. You will receive up to 4 messages per month. Message frequency varies based on your account activity, including the number of sign-in and verification attempts you initiate.

13.3 Message and Data Rates. Message and data rates may apply depending on your mobile phone service plan. GastroNote does not charge for text messages, but your mobile carrier may. Contact your carrier for details about your plan.

13.4 How to Cancel (STOP). You may cancel text messages at any time by replying STOP to any message you receive from us. After you reply STOP, we will send a single confirmation message and will send no further text messages to that number unless you opt in again. Opting out of text messages may prevent you from completing phone-based verification and may limit your ability to sign in to the Services.

13.5 How to Get Help (HELP). For help, reply HELP to any message you receive from us, or email support@gastronote.ai.

13.6 Carrier Disclaimer. Mobile carriers are not liable for delayed or undelivered messages. Delivery is subject to effective transmission by your mobile carrier and is not guaranteed.

13.7 Supported Carriers and Devices. The messaging program is supported on most major U.S. wireless carriers. Carrier participation may change without notice. You must have a text-enabled mobile device to participate.

13.8 Mobile Number Privacy — No Sharing. GastroNote does not sell, rent, or share mobile telephone numbers or SMS consent information with third parties or affiliates for their own marketing or promotional purposes. Mobile numbers are shared only with our contracted messaging service provider strictly for the purpose of transmitting the messages described in Section 13.1, and with such providers only to the extent necessary to deliver those messages. No mobile information will be shared with third parties or affiliates for marketing or promotional purposes. All other categories of personal information are handled as described elsewhere in these Terms.

13.9 Data We Collect for the Messaging Program. For the messaging program we collect your mobile telephone number and your consent status. We retain your consent status for as long as your account is active.

13.10 Changes to the Messaging Program. We may modify or discontinue the messaging program at any time. Material changes to these SMS terms will be posted on this page with an updated effective date.

13.11 Contact. Questions about the messaging program or your mobile privacy may be directed to support@gastronote.ai.