For organisations · Version 30 October 2026
Business Subscription Agreement
The short version. An organisation buys seats for its staff on an Order Form. Notes stay on each staff member's device, and Kura Notes LLC never receives them, so there is no Business Associate Agreement and the organisation stays responsible for its own HIPAA and record-keeping duties. Seats are billed by invoice for the term on the Order Form and renew unless either side gives 30 days' notice.
This Business Subscription Agreement ("Agreement") is between Kura Notes LLC, a Georgia limited liability company ("Kura Notes LLC"), and the organisation named on an Order Form that refers to it ("Customer"). It takes effect when both parties sign an Order Form, or when Customer accepts it online. If Customer's staff also accept the Terms of Service in the app, this Agreement controls between Kura Notes LLC and Customer where they differ.
1. Definitions
- Service: the Kura Notes app, website, licence service and support.
- Authorised User: an employee or contractor of Customer whom Customer allows to use a seat.
- Order Form: the form below (or another signed order) stating seats, fees, term and contacts.
- Customer Content: notes and other information Authorised Users enter into the app. It stays on their devices.
- Account Data: the limited information Kura Notes LLC receives to run the Service, described in the Privacy Policy (user email, licence key and status, device identifiers and types, app version, billing status).
2. The Service and seats
Kura Notes LLC will provide the Service to Customer's Authorised Users for the seats and term on the Order Form, with reasonable support by email on business days. Each seat is for one named Authorised User and the device limit on the Order Form; seats may be reassigned when someone leaves. Customer is responsible for its Authorised Users' compliance with this Agreement and for managing who has a seat.
3. Customer responsibilities
- Decide whether, where and on which devices the Service may be used, and set and enforce its own policies (including device locking, personal-device use, record retention and where the official record is kept).
- Remain solely responsible for its obligations under HIPAA, state privacy and health-record laws, Medicaid and waiver program rules, licensing rules and its own policies, including risk analyses, training and the official record.
- Instruct Authorised Users to follow the Acceptable Use Policy, including keeping direct identifiers out of the app.
- Not send Customer Content, protected health information or information about the people it supports to Kura Notes LLC.
- Pay the fees on time.
4. No protected health information; no Business Associate Agreement
The Service is designed so that Customer Content stays on Authorised Users' devices and is never created, received, maintained or transmitted by Kura Notes LLC. The parties agree that Kura Notes LLC is not a business associate of Customer, that no Business Associate Agreement is required or will be signed, and that Kura Notes LLC will not request or accept Customer Content. If Customer Content or protected health information is ever sent to Kura Notes LLC by mistake, Kura Notes LLC will not use it, will delete it promptly, and will tell Customer. See Health information, HIPAA and Kura Notes.
5. Fees, invoices and taxes
Customer will pay the fees on the Order Form. Unless the Order Form says otherwise, fees are invoiced in advance for each billing period and are due within 30 days of the invoice date, in US dollars. Late amounts may bear interest of 1% per month (or the highest rate the law allows, if lower), and Kura Notes LLC may suspend seats after giving 15 days' written notice of non-payment. Fees exclude taxes; Customer pays any sales, use or similar taxes (other than taxes on Kura Notes LLC's income) unless it gives a valid exemption certificate. Fees are non-refundable except as this Agreement says.
6. Term, renewal and ending
The initial term is on the Order Form. Afterwards the Order Form renews for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the current term. Kura Notes LLC will remind Customer by email 30 to 60 days before a renewal of a term of a year or longer. Price changes apply only from the next renewal and only after 45 days' written notice. Either party may end this Agreement if the other materially breaches it and does not cure the breach within 30 days of written notice. On ending, seats stop taking new notes; notes already on devices are unaffected and remain under Customer's control. If Kura Notes LLC ends this Agreement for convenience or stops offering the Service, it will refund prepaid fees for the unused part of the term.
7. Confidentiality
Each party will keep confidential the other's non-public business information that is marked or reasonably understood as confidential (including pricing), use it only for this Agreement, and protect it with reasonable care, except for information that is public, already known, independently developed, or that must be disclosed by law (with notice where allowed).
8. Account Data
Kura Notes LLC will process Account Data only to provide, protect and support the Service, bill Customer and meet legal duties, as described in the Privacy Policy, using the providers listed on the Service providers page. Kura Notes LLC will not sell Account Data. It will notify Customer without undue delay, and in any case within 72 hours of confirming it, of a security breach affecting Customer's Account Data.
9. Ownership and feedback
Kura Notes LLC owns the Service and all improvements to it. Customer and its Authorised Users own Customer Content. Kura Notes LLC may use feedback without obligation.
10. Warranties and disclaimers
Each party warrants that it has authority to enter into this Agreement. Kura Notes LLC warrants that the Service will perform materially as described in its documentation during the term; Customer's sole remedy for a breach of this warranty is for Kura Notes LLC to fix it or, if it cannot do so within 30 days, for Customer to end the affected seats and receive a refund of prepaid fees for the remaining term. Otherwise the Service is provided "as is", and Kura Notes LLC disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, and any warranty that notes will meet any agency, program, payer or state requirement.
11. Indemnities
By Kura Notes LLC. Kura Notes LLC will defend Customer against a third-party claim that the Service, as provided, infringes a US patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages and costs finally awarded or agreed in settlement, provided Customer promptly notifies it, gives it control of the defence and reasonably cooperates. Kura Notes LLC may modify or replace the Service, or end the affected seats and refund prepaid fees. This does not apply to claims arising from Customer Content, combinations with things not provided by Kura Notes LLC, or use in breach of this Agreement.
By Customer. Customer will defend Kura Notes LLC against any third-party claim (including by a regulator, payer, or a person supported or their representative) arising from Customer Content, Customer's or its Authorised Users' use of the Service, or Customer's breach of section 3 or 4 or of law, and pay resulting damages, fines, penalties and costs finally awarded or agreed in settlement, on the same conditions.
12. Limits on liability
Except for a party's indemnity obligations, Customer's payment obligations, and liability for breach of confidentiality or for gross negligence or wilful misconduct: (a) neither party is liable for indirect, incidental, special, consequential or punitive damages, lost profits or revenue, lost data, recoupment, denied claims, fines or penalties; and (b) each party's total liability under this Agreement is limited to the fees paid and payable by Customer in the 12 months before the event giving rise to the claim.
13. General
This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-law rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in Georgia (the arbitration section of the consumer Terms does not apply to this Agreement). Neither party may assign this Agreement without the other's consent, except to a successor in a merger or sale of substantially all of its business, with notice. Notices are in writing to the contacts on the Order Form (email is enough, except for notices of breach or ending, which must also be sent by a delivery method with confirmation). Neither party is liable for delays caused by events beyond its reasonable control. The parties are independent contractors. This Agreement, the Order Form and the documents linked here are the entire agreement on this subject and replace any purchase-order terms; an amendment must be in writing and signed by both. If the Order Form conflicts with this Agreement, the Order Form controls for that order. Sections 4, 5 (unpaid fees), 7, 9, 11, 12 and 13 survive ending.
Order Form
| Order number and date | |
|---|---|
| Customer legal name | |
| Customer address | |
| Customer contact (name, title, email, phone) | |
| Billing contact and email for invoices | |
| Purchase order number (if any) | |
| Number of seats (one Authorised User each) | |
| Devices per seat | 2 (unless stated here: ____ ) |
| People supported per seat | 2 (unless stated here: ____ ) |
| Fee per seat, and billing period (monthly, quarterly or yearly) | $ ______ per seat per ______ |
| Total fee per billing period (before tax) | $ ______ |
| Start date and initial term | Start: ______ · Term: ______ months |
| Payment terms | Net 30 by invoice (unless stated here: ______ ) |
| Tax exemption certificate attached? | Yes / No |
| Special terms | |
| Kura Notes LLC contact | Kura Notes LLC, {{POSTAL_ADDRESS}} · admin@kuranotes.org |
By signing, each party agrees to this Order Form and to the Kura Notes Business Subscription Agreement, version 30 October 2026, at kuranotes.app/legal/business.
| Customer | Kura Notes LLC | |
|---|---|---|
| Signature | ||
| Name | ||
| Title | Member | |
| Date |
Questions or a quote: admin@kuranotes.org.