Notehouse

Terms of Service

Last Updated: December 12, 2025

These terms and conditions ("Terms") govern your use of the service (as defined below) provided by Waterglass UK Limited ("Notehouse," "we," "us," or "our"). By accessing or using the service, you agree to be bound by these terms. If you do not agree, do not use the service.

1. Definitions

For purposes of these Terms:

  • "Service" means the Notehouse platform, including all websites, web applications, mobile applications, APIs, software, features, tools, documentation, and related services provided by Notehouse.
  • "Customer Data" means any data, content, files, records, or information that you or your authorized users submit, upload, store, transmit, or otherwise make available through the Service, including but not limited to notes, case records, documentation, and any Protected Health Information (PHI).
  • "Protected Health Information" or "PHI" has the meaning set forth in 45 CFR § 160.103 under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended.
  • "Business Associate Agreement" or "BAA" means a written agreement required under HIPAA when a service provider processes PHI on behalf of a covered entity or another business associate.
  • "Covered Entity" has the meaning set forth in 45 CFR § 160.103 and includes healthcare providers, health plans, and healthcare clearinghouses that transmit health information electronically.
  • "Account" means the subscription account created by you to access and use the Service.
  • "User" means any individual authorized by you to access the Service through your Account, including administrators, employees, contractors, or agents.
  • "Subscription" means your paid access to the Service, whether on a monthly or annual basis, at the tier selected during registration or as subsequently modified.
  • "Fees" means all amounts payable by you for the Subscription and any additional services.

2. Introduction and Acceptance

Welcome to Notehouse. Notehouse provides case management and note-taking software designed to help organizations capture, organize, and manage documentation and interactions.

By creating an Account, accessing the Service, or clicking "I agree" during registration, you acknowledge that you have read, understood, and agree to be bound by these Terms. These Terms constitute a legally binding agreement between you and Waterglass UK Limited (Company number 16104448), a company registered in England and Wales with its registered office at 21 Ellis Street, London, SW1X 9AL, United Kingdom.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

IMPORTANT: If you intend to use the Service to process Protected Health Information (PHI) as defined under the Health Insurance Portability and Accountability Act (HIPAA), you MUST NOT input any PHI until a Business Associate Agreement (BAA) has been fully executed between you and Notehouse. To request a BAA, contact us at info@getnotehouse.com.

3. Modifications to Terms of Service

Notehouse reserves the right to modify, update, or replace these Terms at any time. Changes will be categorized as either "Minor Changes" or "Material Changes."

Minor Changes include corrections, clarifications, formatting adjustments, or updates that do not substantively alter your rights or obligations. Minor Changes become effective immediately upon posting to our website or the Service.

Material Changes include modifications that substantively affect your rights, obligations, fees, liability, dispute resolution mechanisms, data handling, or other core terms. For Material Changes, we will provide at least seven (7) days' advance notice via email to the address associated with your Account. Material Changes become effective on the date specified in the notice.

Your continued use of the Service after any changes become effective constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Service and may terminate your Account as described in Section 14.

It is your responsibility to review these Terms periodically. We recommend checking for updates regularly.

4. Eligibility and Account Requirements

4.1 Age Requirement

You must be at least 18 years old to create an Account or use the Service. By using the Service, you represent and warrant that you meet this age requirement. We do not knowingly collect information from or market to persons under the age of 18.

4.2 Account Registration

To access the Service, you must create an Account by providing accurate, current, and complete information. You agree to maintain and promptly update your Account information to ensure it remains accurate and complete.

4.3 Account Security

You are solely responsible for maintaining the confidentiality and security of your Account credentials, including your username and password. You agree to:

  • Use a strong, unique password
  • Not share your credentials with any third party
  • Immediately notify us of any unauthorized access or security breach
  • Accept responsibility for all activities that occur under your Account

Notehouse is not liable for any loss, damage, or unauthorized access resulting from your failure to safeguard your credentials.

4.4 Organizational Accounts

If you create an Account on behalf of an organization, you represent that you are authorized to bind that organization to these Terms, and references to "you" include both you individually and the organization.

5. Service Description and Availability

Notehouse provides cloud-based case management software enabling users to create, store, organize, and manage notes, documentation, and related information. The specific features and functionality available to you depend on your Subscription tier.

While we use commercially reasonable efforts to provide reliable and uninterrupted Service, we do not guarantee that the Service will be available at all times or error-free. We may perform scheduled or emergency maintenance that temporarily interrupts Service availability. Emergency maintenance may be performed without notice.

We reserve the right to limit Service availability to any individual, organization, geographic region, or jurisdiction, and may restrict access based on legal, operational, regulatory, or ethical considerations.

6. Subscription, Fees, and Payment

6.1 Subscription Plans

The Service is offered on a subscription basis with monthly and annual billing options. Your Subscription begins on the date you complete registration and provide valid payment information.

6.2 Fees

You agree to pay all Fees associated with your Subscription. All Fees are non-refundable except as expressly stated in Section 7 or as required by applicable law.

6.3 Billing

You authorize Notehouse to charge your designated payment method for all Fees. For monthly Subscriptions, you will be billed each month on the anniversary of your Subscription start date. For annual Subscriptions, you will be billed annually on the anniversary of your Subscription start date.

6.4 Payment Method

You must provide a valid payment method and keep your payment information current. If a payment fails, we may suspend your access to the Service until payment is received.

6.5 Taxes

All Fees are exclusive of applicable taxes, duties, or similar governmental charges. You are responsible for payment of all such taxes except those based solely on Notehouse's net income.

6.6 Price Changes

Notehouse may adjust pricing for the Service at any time. For existing customers, we reserve the right to:

Monthly Subscriptions: Price changes will take effect at your next monthly billing cycle following at least thirty (30) days' written notice.

Annual Subscriptions: Your pricing is locked for the duration of your annual term. Price changes will take effect upon renewal.

We will notify you of price changes via email to your Account email address. If you do not accept a price change, you may cancel your Subscription before the new pricing takes effect.

6.7 Free Trials

We may offer free trial periods for the Service. Free trials are subject to these Terms. We reserve the right to modify or terminate free trial offers at any time. At the end of a free trial, your payment method will be charged unless you cancel before the trial period ends.

7. Cancellation and Refund Policy

7.1 Cancellation by You

You may cancel your Subscription at any time through your Account settings. Upon cancellation:

  • Your Subscription will remain active until the end of your current billing period
  • You will not be charged for subsequent billing periods
  • You will retain access to the Service until the end of your current billing period
  • No refunds will be provided for the unused portion of your current billing period

7.2 Refund Policy

Unless otherwise required by law, we do not offer refunds for Subscription Fees, including for:

  • Unused portions of a billing period following cancellation
  • Dissatisfaction with the Service
  • Lack of use of the Service
  • Changes to pricing or features

Nothing in this refund policy affects your statutory rights under applicable consumer protection law, if any.

8. General Conditions and Acceptable Use

8.1 Service Access and Use

Subject to your compliance with these Terms and payment of applicable Fees, Notehouse grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for your internal business purposes.

8.2 Restrictions on Use

You agree not to, and will not permit any third party to:

  • Reproduce, duplicate, copy, sell, resell, distribute, or exploit any part of the Service without our prior written consent
  • Modify, create derivative works of, reverse engineer, decompile, or disassemble the Service
  • Remove, obscure, or alter any proprietary rights notices
  • Use the Service to build a competitive product or service
  • Access the Service through any means other than the interface we provide
  • Use the Service in any manner that violates applicable law or regulation

8.3 Our Rights

We reserve the right to refuse Service, suspend accounts, or terminate access at any time, for any reason, including but not limited to:

  • Violations of these Terms
  • Suspected fraud, abuse, or misuse
  • Non-payment of Fees
  • Behavior that compromises the security, integrity, or operation of the Service
  • Legal or regulatory requirements

Such actions may be taken with or without prior notice at our sole discretion.

9. Prohibited Conduct

The following activities are strictly prohibited. This list is illustrative, not exhaustive. We reserve the right to investigate and take appropriate action against anyone who, in our sole judgment, violates these provisions.

9.1 Unlawful or Rights-Infringing Activity

You may not use the Service to:

  • Violate any applicable law, regulation, or legal obligation
  • Infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of Notehouse or any third party
  • Collect, process, or disclose personal data without a lawful basis, required consent, or in violation of applicable privacy laws

9.2 Harmful or Unacceptable Conduct

You may not use the Service for or to facilitate:

  • Harassment, threats, intimidation, doxxing, or stalking
  • Hate speech or discriminatory content or conduct based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, or age
  • Content or conduct that is obscene, excessively violent, or otherwise inappropriate for a professional environment
  • Advocacy or incitement of violence or harm against individuals or groups
  • Impersonation of another person, entity, or organization, or misrepresentation of your identity or affiliation

9.3 Security Violations and System Interference

You may not:

  • Access, tamper with, or use non-public areas of the Service, Notehouse systems, or technical delivery systems of our service providers
  • Probe, scan, or test the vulnerability of any system or network, or breach or circumvent authentication or security measures
  • Forge any TCP/IP packet header or any part of header information in emails or postings
  • Introduce viruses, worms, malware, Trojan horses, ransomware, or other harmful code
  • Engage in denial-of-service attacks, distributed denial-of-service attacks, or any activity intended to disrupt or degrade Service performance
  • Interfere with or disrupt the access of any user, host, or network

9.4 Spam, Scraping, and Automated Abuse

You may not:

  • Send unsolicited or bulk communications, spam, phishing, pharming, or pretexting
  • Use bots, scripts, or automation to access the Service except through authorized API integrations
  • Scrape, spider, or crawl the Service or use similar data gathering or extraction methods
  • Create multiple accounts or manipulate usage to circumvent rate limits, feature restrictions, or payment obligations

9.5 Misrepresentation and Fraud

You may not:

  • Submit false, misleading, or deceptive information in your Account registration or use of the Service
  • Engage in fraud, payment fraud, refund fraud, or other deceptive practices
  • Falsify usage data, analytics, or other Service metrics

9.6 Data Misuse and Privacy Violations

You may not:

  • Share, expose, or disclose other users' data or confidential information without authorization
  • Attempt to re-identify anonymized or de-identified data
  • Use the Service to store or transmit content you do not have legal rights to process
  • Collect or track personal information of others without consent or legal basis
  • Use the Service in a manner that violates any privacy law or regulation

9.7 Unauthorized Commercial Use

You may not:

  • Resell, sublicense, rent, lease, or otherwise commercially exploit the Service without our prior written consent
  • Publicly benchmark, publish performance metrics, or share security test results without our express written permission
  • Use the Service to provide services to third parties (service bureau use) without authorization

9.8 Circumventing Restrictions

You may not:

  • Attempt to circumvent account limits, feature restrictions, storage limits, rate limits, or usage caps
  • Share accounts or credentials to avoid per-user pricing
  • Use technical measures to bypass access controls or restrictions

9.9 High-Risk or Regulated Activities

You may not use the Service for activities that are illegal or highly regulated where you lack necessary authorization, including but not limited to:

  • Illegal gambling or gaming
  • Unlawful sale of pharmaceuticals, controlled substances, weapons, or other regulated goods
  • Money laundering or terrorist financing
  • Any activity prohibited by export control laws or international sanctions

9.10 Enforcement

We may investigate suspected violations, remove content, suspend or terminate accounts, restrict access (including by IP address or domain), and take any other action we deem reasonably necessary to protect the Service, our users, or the public. We may do so with or without notice.

We may preserve, access, and disclose information if we believe it is reasonably necessary to:

  • Comply with law, regulation, legal process, or governmental request
  • Enforce these Terms, including investigating potential violations
  • Detect, prevent, or address fraud, security, or technical issues
  • Protect the rights, property, or safety of Notehouse, our users, or the public

Violations may result in immediate termination of your Account, deletion of Customer Data, and referral to law enforcement where appropriate.

10. Customer Data and Intellectual Property

10.1 Your Rights in Customer Data

You retain all right, title, and interest in and to your Customer Data. We claim no ownership rights in Customer Data.

10.2 License to Notehouse

You grant Notehouse a worldwide, non-exclusive, royalty-free license to access, use, process, reproduce, store, transmit, and display Customer Data solely to the extent necessary to:

  • Provide, maintain, and improve the Service
  • Comply with applicable law or legal obligations
  • Enforce these Terms
  • Prevent fraud, abuse, or security threats

This license terminates when your Customer Data is deleted from our systems in accordance with Section 13.

10.3 Anonymized Data

We may create anonymized, aggregated, or de-identified data derived from Customer Data that does not identify you or any individual. We own all rights in such anonymized data and may use it for any lawful purpose, including analytics, research, Service improvement, and benchmarking.

10.4 Feedback and Suggestions

If you provide us with any feedback, suggestions, ideas, enhancement requests, or other input regarding the Service ("Feedback"), you grant us an unlimited, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback without restriction or obligation to you.

10.5 Notehouse Intellectual Property

The Service, including all software, designs, text, graphics, logos, interfaces, and underlying technology, is and remains the exclusive property of Notehouse and its licensors. These Terms do not grant you any rights in Notehouse's intellectual property except the limited license to use the Service as expressly stated herein.

10.6 Third-Party Content

You represent and warrant that you have all necessary rights, licenses, and permissions for any Customer Data you submit to the Service, and that such data does not infringe or violate the intellectual property rights, privacy rights, or other rights of any third party.

11. Data Protection and Privacy

11.1 Compliance with Data Protection Laws

Notehouse is committed to protecting personal data and complying with applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (EU GDPR), and the California Consumer Privacy Act (CCPA), as applicable.

11.2 Data Controller and Processor Roles

For purposes of data protection law:

  • You are the data controller (or equivalent) with respect to personal data contained in Customer Data
  • Notehouse is the data processor (or service provider) processing such data on your behalf

11.3 Your Data Protection Obligations

You are responsible for:

  • Ensuring you have a lawful basis to process all personal data submitted to the Service
  • Obtaining any required consents from data subjects
  • Providing required privacy notices to data subjects
  • Complying with data subject rights requests (access, deletion, portability, etc.)
  • Ensuring your use of the Service complies with applicable privacy laws

11.4 Our Data Protection Commitments

We will:

  • Process personal data only in accordance with your documented instructions (i.e., to provide the Service)
  • Implement appropriate technical and organizational security measures (see Section 12)
  • Assist you in responding to data subject rights requests, where feasible
  • Notify you of any data breaches as described in Section 12
  • Not sell your personal data to third parties

11.5 Data Subject Rights

Under GDPR and CCPA, individuals whose personal data is processed may have rights including:

  • Right to access their personal data
  • Right to rectification of inaccurate data
  • Right to erasure ("right to be forgotten")
  • Right to data portability
  • Right to restrict or object to processing
  • Right to withdraw consent

You are responsible for facilitating these rights for data subjects whose data you control. We will reasonably assist you in fulfilling these obligations where our assistance is necessary.

To exercise rights or submit requests, data subjects or customers may contact support@getnotehouse.com.

11.6 International Data Transfers

Customer Data is hosted and processed on infrastructure located in the United States. Where the processing of Customer Data involves a transfer of Personal Data outside the United Kingdom or the European Economic Area (EEA), Notehouse ensures that such transfers are subject to appropriate safeguards in accordance with applicable Data Protection Laws.

These safeguards include the use of the Standard Contractual Clauses approved by the European Commission and the UK International Data Transfer Addendum (or UK International Data Transfer Agreement), as applicable, which are incorporated into the Data Processing Agreement by reference. Notehouse will, where required, conduct and document transfer impact assessments and implement supplementary technical and organisational measures to ensure an essentially equivalent level of protection for Personal Data.

11.7 Subprocessors

An updated list of subprocessors is available in our Privacy Policy.

11.8 Privacy Policy

For more information on how we collect, use, and protect personal data, please review our Privacy Policy.

12. HIPAA Compliance and Security

12.1 HIPAA Applicability

This section applies only if you are a Covered Entity or Business Associate subject to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), as amended by the Health Information Technology for Economic and Clinical Health (HITECH) Act, and you use the Service to create, receive, maintain, or transmit Protected Health Information (PHI).

If you are not subject to HIPAA, this section does not apply to you.

12.2 Business Associate Relationship

When you use the Service to process PHI, Notehouse functions as your Business Associate under HIPAA. A Business Associate Agreement (BAA) is legally required before any PHI may be processed through the Service.

PLEASE NOTE: You MUST NOT input any PHI into the Service until a BAA has been fully executed between you and Notehouse.

12.3 Requesting a Business Associate Agreement

To request a BAA, contact us at info@getnotehouse.com. We will provide our standard BAA form for execution. The BAA becomes effective only when signed by both parties.

12.4 Security Standards

Notehouse implements administrative, physical, and technical safeguards designed to comply with the HIPAA Security Rule applicable to Business Associates, including:

  • Encryption of data in transit using TLS 1.2 or higher
  • Encryption of data at rest using AES-256 or equivalent standards
  • Network firewalls and intrusion detection systems
  • Access controls and multi-factor authentication options
  • Regular security monitoring and audit logging
  • Periodic security assessments and vulnerability testing
  • Employee security training and background checks
  • Business Associate Agreements with subprocessors that may access PHI

12.5 Your Security Responsibilities

You are responsible for:

  • Maintaining the confidentiality of your Account credentials
  • Configuring appropriate access controls and permissions for your Users
  • Monitoring your Account for unauthorized activity
  • Promptly notifying us of any security incidents or suspected breaches

12.6 Your HIPAA Responsibilities

As the Covered Entity or Business Associate, you remain responsible for:

  • Ensuring your use of the Service complies with HIPAA Privacy Rule requirements
  • Obtaining any required patient authorizations or consents
  • Implementing appropriate access controls for your Users
  • Complying with HIPAA's minimum necessary standard
  • Maintaining required documentation and policies
  • Retaining copies of PHI to meet your legal record retention obligations (typically six years under 45 CFR § 164.530(j))

You must export and retain your own copies of any PHI that you are required to retain under HIPAA or other applicable law before canceling your Subscription or allowing data to be deleted.

12.7 Data Breach Notification

In the event we discover a breach of unsecured PHI (as defined under 45 CFR § 164.402), we will notify you without unreasonable delay and in no case later than sixty (60) calendar days after discovery, as required by the HITECH Act. Our notification will include information required under 45 CFR § 164.410, to the extent known.

You remain responsible for making breach notifications to affected individuals, the U.S. Department of Health and Human Services, and (where applicable) the media, in accordance with HIPAA's Breach Notification Rule.

In the event of a data breach involving personal data subject to GDPR or CCPA, we will notify affected customers and, where required by law, relevant regulatory authorities without undue delay.

12.8 No Security Guarantee

While we implement robust security measures, no system is entirely secure. We cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur. You use the Service at your own risk.

12.9 No Guarantee of HIPAA Compliance

While we implement safeguards designed to support your HIPAA compliance, we do not guarantee that your use of the Service will be compliant with HIPAA. Compliance depends on your proper configuration and use of the Service, including execution of a BAA, implementation of appropriate policies, and adherence to HIPAA requirements.

You are solely responsible for determining whether the Service meets your HIPAA compliance needs.

12.10 Additional Resources

For more information about HIPAA compliance at Notehouse, please visit our HIPAA page.

13. Data Retention and Deletion

13.1 Data Retention During Active Subscription

While your Subscription is active, we will retain your Customer Data in accordance with your use of the Service. You may delete Customer Data at any time through the Service interface.

13.2 Data Retention After Cancellation or Termination

When your Subscription ends (whether by cancellation, expiration, or termination):

  • We will retain your Customer Data for ninety (90) days following the end of your Subscription (the "Retention Period")
  • During the Retention Period, you may reactivate your Account to regain access to Customer Data
  • After the Retention Period expires, all Customer Data will be permanently deleted from our active systems and backups, and will no longer be recoverable

13.3 Exception for BAA Customers

If your organization has executed a Business Associate Agreement (BAA) with Notehouse that specifies a different retention period or deletion timeline, the terms of the BAA will supersede the 90-day Retention Period stated above.

BAA customers must contact info@getnotehouse.com to request alternative retention arrangements.

13.4 Your Record Retention Obligations

If you are subject to legal or regulatory record retention requirements (including HIPAA's six-year retention requirement under 45 CFR § 164.530(j)), you are solely responsible for exporting and retaining copies of all necessary records before your Subscription ends or before the Retention Period expires.

Notehouse cannot provide access to Customer Data after it has been deleted, and we are not responsible for any consequences arising from your failure to retain required records.

13.5 Immediate Deletion Upon Request

You may request immediate deletion of your Customer Data at any time by contacting support@getnotehouse.com. We will delete your Customer Data within thirty (30) days of your request, except where retention is required by law or necessary to resolve disputes or enforce these Terms.

13.6 Backup and Disaster Recovery

Customer Data may persist in our backup systems for a limited period following deletion from active systems. Backup copies are maintained solely for disaster recovery purposes and are not accessible for restoration after the Retention Period.

13.7 Anonymized Data

Deletion obligations do not apply to anonymized, aggregated, or de-identified data that cannot reasonably be used to identify you or any individual. We may retain and use such data indefinitely.

14. Termination

14.1 Termination by You

You may terminate these Terms and close your Account at any time by:

  • Canceling your Subscription through your Account settings, or
  • Contacting us at support@getnotehouse.com to request Account closure

Termination by you does not relieve you of any payment obligations for Fees incurred prior to termination.

14.2 Termination or Suspension by Notehouse

We may suspend or terminate your access to the Service (in whole or in part), with or without notice, if we reasonably believe:

  • You have materially breached these Terms or any applicable policy
  • Your use poses a security risk, legal liability, or could harm the Service, other users, or the public
  • You have failed to pay Fees when due (after any applicable grace period)
  • We are required to do so by law or legal process
  • We discontinue the Service or a component thereof

In urgent situations (e.g., security incidents, illegal activity, or threats to Service integrity), suspension or termination may be immediate and without prior notice.

14.3 Effect of Termination

Upon termination of your Account:

  • Your right to access and use the Service immediately ends
  • We may deactivate your Account and restrict access
  • Customer Data will be retained and deleted in accordance with Section 13
  • You remain obligated to pay any outstanding Fees

Where commercially reasonable and legally permissible, we will provide you an opportunity to export your Customer Data following termination, subject to the Retention Period described in Section 13.

14.4 Survival

The following sections survive termination of these Terms: Sections 10 (Intellectual Property), 13 (Data Retention), 15 (Disclaimer of Warranties), 16 (Limitation of Liability), 17 (Indemnification), 19 (Governing Law and Dispute Resolution), and any other provisions that by their nature should survive.

15. Disclaimer of Warranties

The Service is provided "as is" and "as available" without any warranties, representations, or conditions of any kind, whether express, implied, statutory, or otherwise.

To the maximum extent permitted by law, Notehouse disclaims all warranties, including but not limited to:

  • Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement
  • Warranties that the Service will be uninterrupted, timely, secure, or error-free
  • Warranties regarding the accuracy, reliability, or completeness of any content, data, or results obtained through the Service
  • Warranties that defects or errors will be corrected

We do not warrant that the Service will meet your requirements or expectations or that any stored data will be secure or not lost or damaged.

No advice or information, whether oral or written, obtained by you from Notehouse or through the Service will create any warranty not expressly stated in these Terms.

Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above exclusions may not apply to you, and our warranties will be limited to the maximum extent permitted by applicable law.

16. Limitation of Liability

16.1 Exclusion of Certain Damages

To the maximum extent permitted by law, in no event will Notehouse, its affiliates, or their respective officers, directors, employees, agents, contractors, suppliers, or licensors (collectively, the "Notehouse Parties") be liable for any:

  • Indirect, incidental, special, consequential, punitive, or exemplary damages
  • Damages for loss of profits, revenue, business opportunities, goodwill, data, or use
  • Damages resulting from business interruption, work stoppage, or loss of anticipated savings

This exclusion applies regardless of the theory of liability (contract, tort, negligence, strict liability, or otherwise) and even if we have been advised of the possibility of such damages.

16.2 Liability Cap

To the maximum extent permitted by law, the total aggregate liability of the Notehouse Parties arising out of or related to these Terms or your use of the Service will not exceed the total amount of fees actually paid by you to Notehouse during the three (3) months immediately preceding the event giving rise to the claim.

If you have not paid any fees (e.g., during a free trial), our total liability to you will not exceed fifty pounds sterling (£50).

16.3 Exceptions to Limitations

The limitations and exclusions in this Section 16 do not apply to liability that cannot be limited or excluded under applicable law, including (where applicable):

  • Death or personal injury caused by our negligence or that of our employees, agents, or contractors
  • Fraud or fraudulent misrepresentation
  • Any other liability that cannot be excluded or limited under applicable law

16.4 Basis of the Bargain

You acknowledge and agree that the limitations and exclusions of liability in this Section 16 are fundamental elements of the basis of the bargain between you and Notehouse, and that we would not be able to provide the Service on an economically reasonable basis without these limitations.

16.5 Allocation of Risk

The fees you pay reflect the allocation of risk set forth in these Terms, including the liability limitations and warranty disclaimers. These limitations will apply even if any limited remedy fails of its essential purpose.

17. Indemnification

17.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless the Notehouse Parties from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

  • Your breach of these Terms or any policy incorporated by reference
  • Your violation of any applicable law, regulation, or third-party right (including intellectual property rights, privacy rights, or publicity rights)
  • Customer Data you submit, store, or process through the Service, including any claim that such data infringes or misappropriates third-party rights
  • Your misuse of the Service or use in violation of the Prohibited Conduct provisions in Section 9
  • Any dispute or claim between you and any third party in connection with your use of the Service
  • Negligence, willful misconduct, or fraud by you or your Users

17.2 Indemnification Procedures

In the event of a claim subject to indemnification:

  • We will provide you with prompt written notice of the claim (provided that any delay in notice will only reduce your obligations to the extent you are materially prejudiced by such delay)
  • You will have the right to control the defense and settlement of the claim, provided that you may not settle any claim that imposes any obligation on, or requires any admission of liability by, any Notehouse Party without our prior written consent
  • We may participate in the defense with our own counsel at our own expense
  • You will reasonably cooperate with us (at your expense) in the defense of the claim

If you fail to assume the defense of a claim in a timely manner, we reserve the right to defend the claim at your expense.

17.3 Limitations on Indemnification

Your indemnification obligations under this Section 17 do not apply to the extent that a claim arises from:

  • Our gross negligence or willful misconduct
  • Our breach of these Terms
  • Our violation of applicable law

17.4 Survival

Your indemnification obligations survive termination of these Terms and your Account.

18. Force Majeure

Notehouse will not be liable for any delay or failure to perform any obligation under these Terms if such delay or failure is caused by events beyond our reasonable control, including but not limited to:

  • Acts of God, natural disasters, or extreme weather events
  • War, terrorism, civil unrest, or government actions
  • Labor disputes, strikes, or work stoppages
  • Failures or disruptions in telecommunications, internet, or utility services
  • Cyberattacks, malware, or other malicious activity directed at our infrastructure
  • Epidemics, pandemics, or public health emergencies
  • Supplier or subcontractor failures

During any such force majeure event, our obligations under these Terms will be suspended for the duration of the event. We will use commercially reasonable efforts to mitigate the effects of any force majeure event and resume performance as soon as reasonably practicable.

19. Governing Law and Dispute Resolution

19.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

Carve-Out for U.S. Regulatory Compliance: Notwithstanding the above, compliance with U.S. federal and state laws and regulations, including but not limited to HIPAA, HITECH, CCPA, and other applicable privacy and healthcare regulations, will be governed by the applicable laws of the United States. Any disputes specifically related to compliance with such U.S. regulatory requirements may be brought in courts of competent jurisdiction in the United States.

19.2 Jurisdiction - Non-U.S. Customers

If you are located outside the United States, you irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

19.3 Arbitration - U.S. Customers

If you are located in the United States, you agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your relationship with Notehouse (collectively, "Disputes") will be resolved through binding arbitration, except as set forth below.

19.3.1 Arbitration Agreement

You and Notehouse agree to arbitrate all Disputes between us, except that:

  • Either party may bring an individual action in small claims court if the claim qualifies
  • Either party may seek injunctive or equitable relief in court to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights
  • Claims related to HIPAA compliance or data breaches involving PHI may be brought in court

19.3.2 Arbitration Rules and Forum

Arbitration will be administered by JAMS (Judicial Arbitration and Mediation Services) in accordance with its Streamlined Arbitration Rules and Procedures, or by another arbitration provider mutually agreed upon by the parties. The arbitration will be conducted in English.

The arbitrator will have exclusive authority to resolve all Disputes, including the arbitrability of any Dispute and any disputes about the interpretation, enforceability, or formation of this arbitration agreement.

19.3.3 Location

If you are a U.S. customer, arbitration will take place in the federal judicial district where you reside, unless both parties agree to another location.

19.3.4 Costs

Each party will be responsible for its own attorneys' fees and costs, except as otherwise provided by applicable law or awarded by the arbitrator. Notehouse will pay any filing, administration, and arbitrator fees for claims under $10,000, unless the arbitrator finds the claim frivolous.

19.3.5 Class Action Waiver

You and Notehouse agree that Disputes will be arbitrated only on an individual basis and not as a class action, consolidated action, or representative action. You and Notehouse waive any right to participate in a class action, private attorney general action, or consolidated or representative proceeding.

If a court determines that this class action waiver is unenforceable, then the arbitration agreement will not apply, and the Dispute will be resolved in court in accordance with Section 19.4 below.

19.3.6 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to info@getnotehouse.com within thirty (30) days of first accepting these Terms. Your opt-out notice must include your name, email address, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, all other terms of these Terms will continue to apply, and Disputes will be resolved in accordance with Section 19.4.

19.4 Litigation - U.S. Customers Who Opt Out

If you opt out of arbitration under Section 19.3.6, or if the arbitration agreement is found to be unenforceable, you agree that any Dispute will be resolved exclusively in the state or federal courts located in Delaware, and you consent to personal jurisdiction in such courts.

19.5 Consumer Rights

Nothing in this Section 19 limits any non-waivable consumer protection rights you may have under the laws of your country or state of residence.

20. Severability

If any provision of these Terms is found by a court or arbitrator to be invalid, unlawful, or unenforceable, that provision will be:

  • Enforced to the maximum extent permitted by applicable law, or
  • Modified or replaced with a valid provision that most closely reflects the intent of the original provision, or
  • Severed from these Terms if modification is not possible

The invalidity or unenforceability of any provision will not affect the validity or enforceability of any other provision. All remaining provisions will continue in full force and effect.

No waiver of any provision of these Terms will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver unless expressly stated in writing. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

21. Entire Agreement

These Terms, together with our Privacy Policy, any executed Business Associate Agreement (if applicable), and any other policies or guidelines incorporated by reference or posted on the Service, constitute the entire agreement between you and Notehouse regarding the Service.

These Terms supersede all prior or contemporaneous communications, proposals, agreements, understandings, or representations (whether oral or written) between you and Notehouse concerning the Service, including any prior versions of these Terms.

Any ambiguities in the interpretation of these Terms will not be construed against Notehouse as the drafting party.

In the event of any conflict between these Terms and any other document:

  • An executed Business Associate Agreement will control with respect to PHI handling
  • These Terms will otherwise control over any conflicting provisions in other documents

22. Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment in violation of this section is void.

We may freely assign, transfer, or delegate these Terms and our rights and obligations hereunder, in whole or in part, without notice or your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets.

Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

23. Notices

We may provide notices to you via email to the email address associated with your Account, by posting notices on our website or within the Service, or through in-app notifications or banners. You consent to receive electronic communications from us, and you agree that all agreements, notices, disclosures, and other communications that we provide electronically satisfy any legal requirement that such communications be in writing.

You may provide notices to us at:

  • Email: info@getnotehouse.com
  • Postal Address: Waterglass UK Limited, 21 Ellis Street, London, SW1X 9AL, United Kingdom

Notices to us are effective when received. If these Terms are translated into any language other than English, the English version will control in the event of any conflict or discrepancy.

24. Waiver

No failure or delay by Notehouse in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

The rights and remedies provided in these Terms are cumulative and not exclusive of any other rights or remedies provided by law.

25. U.S. Government Rights

If you are a U.S. federal, state, or local government entity, the Service is a "commercial item" as defined in 48 C.F.R. § 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212.

Government users acquire the Service with only those rights set forth in these Terms, in accordance with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-3.

26. Contact Information

For questions, concerns, support requests, or to exercise your rights under these Terms, please contact us:

Company Information: Waterglass UK Limited Company Number: 16104448 Registered Office: 21 Ellis Street, London, SW1X 9AL, United Kingdom

27. Acknowledgment

By clicking "I Agree," creating an account, or accessing or using the Service, you acknowledge that:

  • You have read and understood these Terms of Service
  • You agree to be bound by these Terms
  • If entering into these Terms on behalf of an organization, you have the authority to bind that organization
  • You understand that you must not input Protected Health Information (PHI) into the Service until a Business Associate Agreement has been executed
  • You are at least 18 years of age

If you do not agree to these Terms, you must not access or use the Service.

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