TERMS OF SERVICE
1. INTRODUCTION
Welcome to Medi-scribe Solutions Inc. ("Company," "we," "our," or "us"). By accessing or utilizing our software application, “Medi-scribe” (referred to as the "Service"), you are entering into a binding agreement and agreeing to comply with the following Terms of Service ("Terms," "Terms of Service") as established by Medi-scribe Solutions Inc.
These Terms are a legal contract between Medi-scribe Solutions Inc (“Medi-scribe”) and each person who uses the Services (“Customer, Client, User, You”) and are accepted by subscribing to our software platform or by otherwise using our software and resources. These Terms may be updated or amended from time to time.
2. LICENSE, ACCESS AND USE
2.1 License. Subject to the terms and conditions of this Agreement, Medi-scribe grants to Client a limited, non-exclusive license, non-transferable, non-sublicensable right to access and use the Services during the Term by its Users for internal business purposes in accordance with the terms and conditions of this Agreement (the “License”). Medi-scribe reserves all rights not expressly granted to Client under this Agreement.
2.2 Use Restrictions. Client and Users will not use the Services for any purposes beyond the scope granted in this Agreement.
Client will not at any time, directly or indirectly, and will not permit or assist any Users to:
(a) copy, modify, or create derivative works of (i) 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 for your own or for the gain of any other person or entity
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or Documentation, 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, privacy rights or other right of any person, or that violates any applicable law.
2.3 Additional Terms. Each User will be required to agree to the end user Terms of Service provided on the Services, as updated from time to time, prior to their access and use of the Services. Client agrees to enforce such agreement with the Users and inform Medi-scribe of any known breaches of the Terms of Service.
2.4 Client Responsibilities: Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client will use all reasonable efforts to make all Users aware of this Agreement's provisions as applicable to such User's use of the Services and will cause Users to comply with such provisions. It is your responsibility to maintain the confidentiality of your account access. This includes restricting access to your computer and/or account. If Client becomes aware of any unauthorized use of the Services, Client will immediately notify Medi-scribe and also use its best efforts to promptly notify the violator that its use of the Services is unauthorized.
2.5 System Requirements: The Client is responsible for obtaining and maintaining all necessary equipment and supporting services required to connect to, access, or use the Services.
2.6 Third-Party Materials. Medi-scribe may from time to time make Third-Party Materials available to Client as integrated into the Services. For the purposes of this Agreement, such Third-Party Materials are subject to their own terms and conditions. If Client does not agree to abide by the applicable terms for any such Third-Party Materials, then Client should not install or use such Third-Party Materials.
3. Support and Service
A. Medi-scribe will provide a reasonable amount of email and telephone support, maintenance, and assistance to you concerning Software, and will provide you with Updates and Mandatory Updates.
Scope of Support: A. Email, Telephone and Remote Support: For Software inquiries or issues with its specified functions, contact Medi-scribe via email admin@medi-scribe.com and expect a response within 1-7 business days.
B. Error Correction: Medi-scribe will use its reasonable efforts to correct problems (or provide workarounds) for problems you identify in the Medi-scribe Software.
Support Services Exceptions: Medi-scribe will not bear responsibility for rectifying an issue to the extent that it cannot reproduce the problem in its own environment, or if the problem arises due to any of the following:(a) Unauthorized modification, operation, or use of the Software by you.(b) Use of the Software with systems not covered by this Agreement (c) Problems stemming from your software or any other third-party software, hardware, or systems.(d) Your failure to implement the latest Mandatory Update or Update provided by Medi-scribe.
Customer Obligations: You will provide Medi-scribe with reasonable access to your authorized support staff, network, computers, and other equipment during ordinary business hours following reasonable notice by Medi-scribe for the sole purpose of facilitating Medi-scribe’s performance of the Support Services. You will notify Medi-scribe prior to major system upgrades, such as, but not limited to upgrading your operating system. Medi-scribe makes no guarantees or warranties of compatibility, and the user should seek written approval prior to major changes to their computer system.
Release of Updates and Mandatory Updates: Medi-scribe will provide to you with the Updates and Mandatory Updates that Medi-scribe may develop for the Software and that it makes commercially available for general release to its other customers. Updates and Mandatory Updates are generally provided to customers who subscribe at no additional charge. In addition, Medi-scribe reserves the right to charge additional amounts for certain Updates or Mandatory Updates. In connection with an Update or Mandatory Update, Medi-scribe may modify the minimum requirements applicable to such an Update or Mandatory Update and you will be responsible to continue to provide an operating environment that complies with such requirements.
4. COMMUNICATIONS
By creating an Account or using our service, you are giving your consent to receive informational updates, marketing or promotional materials, newsletters, and other relevant information that we may send. However, you have the option to opt out of receiving any or all of these communications from us. You can do so by using the unsubscribe link provided in the emails or by contacting us via email.
5. CONFIDENTIALITY
5.1 In this Agreement, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, regardless of whether or not it is marked as “confidential”, including the terms and conditions of this Agreement, and information consisting of or relating to the Disclosing Party's trade secrets, technology, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. “Confidential Information” will not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party, as demonstrated by written or other documentary records; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
5.2 Receiving Party Obligations. The Receiving Party agrees: (a) to safeguard the Confidential Information against unauthorized use or disclosure with at least the same level of care as the Receiving Party uses to safeguard its own confidential information of a similar nature, and in no event with less than reasonable care; (b) not to disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its employees, representatives, agents and (in the case of Client) Users (collectively, “Representatives”) as reasonably necessary for such Receiving Party to exercise its rights or fulfill its obligations under this Agreement, and provided further that such Representatives are subject to confidentiality agreements that are as protective of the Disclosing Party’s Confidential Information as the provisions of this Agreement; (c) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of the Client, to make use of the Services and the Deliverables in accordance with this Agreement; and (d) to immediately notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of the Disclosing Party.
5.3 Compelled Disclosures. The provisions of this Agreement do not preclude a Receiving Party from disclosing Confidential Information as required by law. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party will provide: (a) prompt written notice (to the extent permitted by law) of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.
5.4 Return of Confidential Information. On the expiration or termination of the Agreement or upon written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, 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.
5.5 Injunctive Relief. The parties agree that any unauthorized disclosure of confidential information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief.
5.6 Survival. The obligations in this Article 5 will survive termination of this Agreement for any reason.
6 INTELLECTUAL PROPERTY
6.1 Medi-scribe Content. Client acknowledges that, as between Client and Medi-scribe, Medi-scribe owns all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the Documentation and any updates, modifications, add-ons and improvements thereto (“Medi-scribe Content”).
6.2 Third Party Materials. Client acknowledges that with respect to any Third-Party Materials, the applicable third-party providers own all right, title and interest, including Intellectual Property Rights, in and to the Third-Party Materials.
6.3 Client Content. Any information or data, including personal information, other than as contained in the Aggregated Statistics or Feedback, that is posted, uploaded, inputted, submitted or otherwise transmitted to Medi-scribe or another third party by or on behalf of Client or a User through the Services (“Client Content”) will be the exclusive and sole property of Client (or User as the case may be). Medi-scribe is hereby granted a non-exclusive, non-transferable, royalty-free, and limited license for the Term of this Agreement to use, copy, distribute, transmit, display, edit, delete, publish and translate Client Content to the extent reasonably required to provide the Services to Client and Users. This license will terminate at termination of this Agreement.
6.4 Feedback. In the event Client provides any feedback, ideas, suggestions, templates or commentary related to the Services or Documentation (the “Feedback”) to Medi-scribe, Client hereby assigns all rights, title and interest in and to the Feedback to Medi-scribe and confirms it has obtained waivers all moral rights in the Feedback in favour of Medi-scribe.
7. USE AND DATA SECURITY
7.1 Data Security and Handling. The Parties will collect, use, and disclose personal information contained in the Client Content in compliance with all applicable local and foreign data security and privacy laws and regulations, including the Personal Information Protection and Electronic Documents Act (Canada), as amended, and any substantially similar provincial laws (“Privacy Laws”). Medi-scribe will only process Client Content for purposes related to delivering the Services or as otherwise contemplated in this Agreement. The Client will only submit personal information to the extent necessary to use the Services and for which all applicable and necessary consents have been obtained, always in accordance with Privacy Laws.
7.2 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Medi-scribe may monitor Client’s and Users’ use of the Services and collect and compile Aggregated Statistics for the purposes of research, analysis and other business purposes. As between Client and Medi-scribe, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Medi-scribe. Client acknowledges that Medi-scribe may compile Aggregated Statistics based on Client Content input into the Services. Client further grants Medi-scribe a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Content incorporated within the Aggregated Statistics. The license granted in this Section 7.2 will survive termination or expiry of this Agreement for any reason.
8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
8.1 Representations and Warranties of Both Parties. Each party represents, warrants and covenants that: (a) it is duly formed, validly existing and has the capacity to enter into this Agreement and to perform each of its obligations hereunder; (b) it has all rights, titles, interests, power and authority necessary to grant the licenses contemplated herein; (c) it has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder the performance of the party’s obligations under this Agreement; and (d) it will perform its obligations under this Agreement in compliance with all applicable statutes, orders, regulations, rules, and other laws.
8.2 Client Warranty. In addition to the other warranties set out in this Agreement, Client warrants to Medi-scribe that the Client Content and its provision to Medi-scribe does not infringe or misappropriate the rights, including intellectual property rights and privacy rights, of any third party. Client further represents and warrants that it will not make any representations or warranties regarding the Services to Users, which exceed the representations and warranties provided by Medi-scribe in this Agreement.
8.3 Medi-scribe Limited Warranty. If the Services do not perform as warranted, Client will notify Medi-scribe and Client’s sole and exclusive remedy for said breach will be for Medi-scribe to correct any errors or malfunctions in the Services at no additional cost to Client so that they conform to the warranty.
8.4 WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS" AND Medi-scribe HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Medi-scribe SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Medi-scribe MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, INCLUDING ANY REQUIREMENTS OR OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH PRIVACY LAWS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR-FREE.
9. INDEMNIFICATION
9.1 Indemnification by Client. Client will indemnify, defend, and hold harmless Medi-scribe, its affiliates, officers, directors, employees, agents, and representatives against all Losses arising out of or in connection with any third-party claim, suit, action, or proceeding relating to (a) any breach of warranties made by Client in this Agreement, (b) Client’s or Users’ negligence or willful misconduct; (c) use of the Services in a manner not authorized by this Agreement; (d) use of the Services in combination with data, software, hardware, equipment or technology not provided by Medi-scribe or authorized by Medi-scribe in writing; or (e) modifications to the Services not made by Medi-scribe.
9.2 Sole Remedy. THIS SECTION ARTICLE 9 SETS FORTH CLIENT’S SOLE REMEDIES AND MEDI-SCRIBE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
10 LIMITATION OF LIABILITY
MEDI-SCRIBE CANNOT PROMISE, AND DOES NOT REPRESENT OR WARRANT THAT: THE SOFTWARE AND SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS. THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, 100% SECURE OR FREE FROM ERRORS, VIRUSES OR OTHER DEFECTS; OR. INFORMATION PROVIDED THROUGH THE SOFTWARE AND SERVICES WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE. IN NO EVENT WILL Medi-scribe BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, AGGRAVATED, 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; (e) FAILURE BY CLIENT TO COMPLY WITH APPLICABLE REGULATORY OR OTHER LEGAL REQUIREMENTS ARISING OUT OF OR IN CONNECTION WITH USE OR MISUSE OF THE SERVICES; OR (f) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER Medi-scribe WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MEDI-SCRIBE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO MEDI-SCRIBE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. MEDICAL DISCLAIMER
The information provided by the Service is for educational purposes. Medi-scribe Solutions Inc. does not assume responsibility or liability for how this information is applied in direct or indirect patient care. The Service is not intended to replace professional medical advice, diagnosis, or treatment and must only be used appropriately in the context of the provider's legal role as a healthcare provider. Healthcare providers are responsible for verifying the accuracy and applicability of the information within their clinical practice and in compliance with their regulatory requirements. While every effort has been made to ensure the information is accurate and comprehensive, errors, omissions, or inaccuracies may still occur. As such, Medi-scribe Solutions Inc., along with its editors, authors, and affiliates, shall not be liable for any damages or losses resulting from the use or reliance on this information.
Medi-scribe Solutions Inc. explicitly disclaims any liability for loss or injury arising from the use or reliance on its information. Users are responsible for exercising discretion, consulting authoritative sources, and seeking professional medical guidance to ensure accuracy and relevance in clinical decision-making.
12. TERM AND TERMINATION
Certain portions of the Service are offered on a subscription basis ("Subscriptions"). Subscriptions are subject to recurring and periodic billing, known as the "Billing Cycle." The Billing Cycle is determined based on the type of subscription plan you select at the time of purchase, billed monthly, annually, or other payment terms agreed upon. All subscriptions are annual plans.
Term. This Agreement commences on the Effective Date of using the service and continues for an initial term of one-year (the “Initial Term”) at which point it will automatically renew for additional one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated earlier in accordance with this Agreement or if either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Following notice of non-renewal, this Agreement will continue until the end of the then-current term, at which point it expires.
12.1 Termination by Either Party. Either party may terminate this Agreement, effective immediately on written notice to the other party, if the other party materially breaches this Agreement, 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; or the other party is insolvent or makes a general assignment for the benefit of its creditors, has been adjudicated bankrupt, has filed a voluntary petition for bankruptcy or for reorganization, or has effectuated a plan or similar arrangement with creditors.
12.2 Termination by Medi-scribe. Medi-scribe may terminate this Agreement for any reason whatsoever upon thirty (30) days’ written notice to Client.
12.3 Effect of Termination. Upon termination of this Agreement, all licenses granted by Medi-scribe to Client herein will immediately terminate. Client will immediately discontinue use of the Services, Documentation and Medi-scribe Content and, without limiting Client's obligations under Article 5, Client will cease using and delete, destroy, or return all copies of Medi-scribe Content under its control and certify in writing to Medi-scribe that such materials have been deleted or destroyed. No expiration or termination will affect Client's obligation to pay all Fees that are due before such expiration or termination or entitle to Client to any refund.
13 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter herein. This Agreement will not be modified or amended unless in writing and signed by each party
13.1 Independent Parties. This Agreement does not create, is not intended to create, and will not be interpreted or construed as creating a franchise, partnership, joint venture, agency, employment, or similar relationship between the parties. Neither party will have the power to obligate or bind the other to a third party in any manner whatsoever
13.2 Notices. All notices, permissions and approvals related to this Agreement will be in writing and will be deemed to have been given upon (a) personal delivery, (b) the next business day after sending by email to the email address identified below; or (b) the second business day after mailing if sent by nationally recognized overnight courier or by first class, certified mail, return receipt requested, to the addresses listed below. Either party may change its address specified for notices by giving the other party prior written notice in accordance with this paragraph.
13.3 Waiver. No waiver of any provision of this Agreement will be effective unless made in writing and signed by the parties, nor will it constitute a waiver of any subsequent breach of any provision.
13.4 Survival. Any covenant or provision of this Agreement which by its express terms is required to be observed, kept or performed after termination hereof, or which by its nature and effect is intended to survive termination of this Agreement will so survive termination of this Agreement.
13.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent will not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past dues are paid in full.
13.6 Severability. If any provision (or part of a provision) of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, it will, insofar as it is severable from the remainder of this Agreement, be deemed omitted from this Agreement, and the remaining provisions of this Agreement will remain in effect.
13.7 Governing Law. This Agreement will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the Alberta courts.
14. CONTACT INFORMATION: If you have any questions or comments about these Terms, please contact Medi-scribe via email at admin@medi-scribe.com
Updated March 1, 2025
Welcome to Medi-scribe Solutions Inc. ("Company," "we," "our," or "us"). By accessing or utilizing our software application, “Medi-scribe” (referred to as the "Service"), you are entering into a binding agreement and agreeing to comply with the following Terms of Service ("Terms," "Terms of Service") as established by Medi-scribe Solutions Inc.
These Terms are a legal contract between Medi-scribe Solutions Inc (“Medi-scribe”) and each person who uses the Services (“Customer, Client, User, You”) and are accepted by subscribing to our software platform or by otherwise using our software and resources. These Terms may be updated or amended from time to time.
2. LICENSE, ACCESS AND USE
2.1 License. Subject to the terms and conditions of this Agreement, Medi-scribe grants to Client a limited, non-exclusive license, non-transferable, non-sublicensable right to access and use the Services during the Term by its Users for internal business purposes in accordance with the terms and conditions of this Agreement (the “License”). Medi-scribe reserves all rights not expressly granted to Client under this Agreement.
2.2 Use Restrictions. Client and Users will not use the Services for any purposes beyond the scope granted in this Agreement.
Client will not at any time, directly or indirectly, and will not permit or assist any Users to:
(a) copy, modify, or create derivative works of (i) 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 for your own or for the gain of any other person or entity
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services or Documentation, 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, privacy rights or other right of any person, or that violates any applicable law.
2.3 Additional Terms. Each User will be required to agree to the end user Terms of Service provided on the Services, as updated from time to time, prior to their access and use of the Services. Client agrees to enforce such agreement with the Users and inform Medi-scribe of any known breaches of the Terms of Service.
2.4 Client Responsibilities: Client is responsible and liable for all uses of the Services and Documentation resulting from access provided by Client, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Client is responsible for all acts and omissions of Users, and any act or omission by a User that would constitute a breach of this Agreement if taken by Client will be deemed a breach of this Agreement by Client. Client will use all reasonable efforts to make all Users aware of this Agreement's provisions as applicable to such User's use of the Services and will cause Users to comply with such provisions. It is your responsibility to maintain the confidentiality of your account access. This includes restricting access to your computer and/or account. If Client becomes aware of any unauthorized use of the Services, Client will immediately notify Medi-scribe and also use its best efforts to promptly notify the violator that its use of the Services is unauthorized.
2.5 System Requirements: The Client is responsible for obtaining and maintaining all necessary equipment and supporting services required to connect to, access, or use the Services.
2.6 Third-Party Materials. Medi-scribe may from time to time make Third-Party Materials available to Client as integrated into the Services. For the purposes of this Agreement, such Third-Party Materials are subject to their own terms and conditions. If Client does not agree to abide by the applicable terms for any such Third-Party Materials, then Client should not install or use such Third-Party Materials.
3. Support and Service
A. Medi-scribe will provide a reasonable amount of email and telephone support, maintenance, and assistance to you concerning Software, and will provide you with Updates and Mandatory Updates.
Scope of Support: A. Email, Telephone and Remote Support: For Software inquiries or issues with its specified functions, contact Medi-scribe via email admin@medi-scribe.com and expect a response within 1-7 business days.
B. Error Correction: Medi-scribe will use its reasonable efforts to correct problems (or provide workarounds) for problems you identify in the Medi-scribe Software.
Support Services Exceptions: Medi-scribe will not bear responsibility for rectifying an issue to the extent that it cannot reproduce the problem in its own environment, or if the problem arises due to any of the following:(a) Unauthorized modification, operation, or use of the Software by you.(b) Use of the Software with systems not covered by this Agreement (c) Problems stemming from your software or any other third-party software, hardware, or systems.(d) Your failure to implement the latest Mandatory Update or Update provided by Medi-scribe.
Customer Obligations: You will provide Medi-scribe with reasonable access to your authorized support staff, network, computers, and other equipment during ordinary business hours following reasonable notice by Medi-scribe for the sole purpose of facilitating Medi-scribe’s performance of the Support Services. You will notify Medi-scribe prior to major system upgrades, such as, but not limited to upgrading your operating system. Medi-scribe makes no guarantees or warranties of compatibility, and the user should seek written approval prior to major changes to their computer system.
Release of Updates and Mandatory Updates: Medi-scribe will provide to you with the Updates and Mandatory Updates that Medi-scribe may develop for the Software and that it makes commercially available for general release to its other customers. Updates and Mandatory Updates are generally provided to customers who subscribe at no additional charge. In addition, Medi-scribe reserves the right to charge additional amounts for certain Updates or Mandatory Updates. In connection with an Update or Mandatory Update, Medi-scribe may modify the minimum requirements applicable to such an Update or Mandatory Update and you will be responsible to continue to provide an operating environment that complies with such requirements.
4. COMMUNICATIONS
By creating an Account or using our service, you are giving your consent to receive informational updates, marketing or promotional materials, newsletters, and other relevant information that we may send. However, you have the option to opt out of receiving any or all of these communications from us. You can do so by using the unsubscribe link provided in the emails or by contacting us via email.
5. CONFIDENTIALITY
5.1 In this Agreement, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, regardless of whether or not it is marked as “confidential”, including the terms and conditions of this Agreement, and information consisting of or relating to the Disclosing Party's trade secrets, technology, know-how, business operations, plans, strategies, customers, pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations. “Confidential Information” will not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party, as demonstrated by written or other documentary records; or (d) is received by the Receiving Party from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
5.2 Receiving Party Obligations. The Receiving Party agrees: (a) to safeguard the Confidential Information against unauthorized use or disclosure with at least the same level of care as the Receiving Party uses to safeguard its own confidential information of a similar nature, and in no event with less than reasonable care; (b) not to disclose or otherwise make available the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party; provided, however, that the Receiving Party may disclose the Confidential Information of the Disclosing Party to its employees, representatives, agents and (in the case of Client) Users (collectively, “Representatives”) as reasonably necessary for such Receiving Party to exercise its rights or fulfill its obligations under this Agreement, and provided further that such Representatives are subject to confidentiality agreements that are as protective of the Disclosing Party’s Confidential Information as the provisions of this Agreement; (c) to use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations under the Agreement or, in the case of the Client, to make use of the Services and the Deliverables in accordance with this Agreement; and (d) to immediately notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of the Disclosing Party.
5.3 Compelled Disclosures. The provisions of this Agreement do not preclude a Receiving Party from disclosing Confidential Information as required by law. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party will provide: (a) prompt written notice (to the extent permitted by law) of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party's sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. If, after providing such notice and assistance as required herein, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party will disclose no more than that portion of the Confidential Information which, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose.
5.4 Return of Confidential Information. On the expiration or termination of the Agreement or upon written request of the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all copies, whether in written, electronic, or other form or media, 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.
5.5 Injunctive Relief. The parties agree that any unauthorized disclosure of confidential information may cause immediate and irreparable injury to the Disclosing Party and that, in the event of such breach, the Disclosing Party will be entitled, in addition to any other available remedies, to immediate injunctive and other equitable relief.
5.6 Survival. The obligations in this Article 5 will survive termination of this Agreement for any reason.
6 INTELLECTUAL PROPERTY
6.1 Medi-scribe Content. Client acknowledges that, as between Client and Medi-scribe, Medi-scribe owns all right, title, and interest, including all Intellectual Property Rights, in and to the Services, the Documentation and any updates, modifications, add-ons and improvements thereto (“Medi-scribe Content”).
6.2 Third Party Materials. Client acknowledges that with respect to any Third-Party Materials, the applicable third-party providers own all right, title and interest, including Intellectual Property Rights, in and to the Third-Party Materials.
6.3 Client Content. Any information or data, including personal information, other than as contained in the Aggregated Statistics or Feedback, that is posted, uploaded, inputted, submitted or otherwise transmitted to Medi-scribe or another third party by or on behalf of Client or a User through the Services (“Client Content”) will be the exclusive and sole property of Client (or User as the case may be). Medi-scribe is hereby granted a non-exclusive, non-transferable, royalty-free, and limited license for the Term of this Agreement to use, copy, distribute, transmit, display, edit, delete, publish and translate Client Content to the extent reasonably required to provide the Services to Client and Users. This license will terminate at termination of this Agreement.
6.4 Feedback. In the event Client provides any feedback, ideas, suggestions, templates or commentary related to the Services or Documentation (the “Feedback”) to Medi-scribe, Client hereby assigns all rights, title and interest in and to the Feedback to Medi-scribe and confirms it has obtained waivers all moral rights in the Feedback in favour of Medi-scribe.
7. USE AND DATA SECURITY
7.1 Data Security and Handling. The Parties will collect, use, and disclose personal information contained in the Client Content in compliance with all applicable local and foreign data security and privacy laws and regulations, including the Personal Information Protection and Electronic Documents Act (Canada), as amended, and any substantially similar provincial laws (“Privacy Laws”). Medi-scribe will only process Client Content for purposes related to delivering the Services or as otherwise contemplated in this Agreement. The Client will only submit personal information to the extent necessary to use the Services and for which all applicable and necessary consents have been obtained, always in accordance with Privacy Laws.
7.2 Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Medi-scribe may monitor Client’s and Users’ use of the Services and collect and compile Aggregated Statistics for the purposes of research, analysis and other business purposes. As between Client and Medi-scribe, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Medi-scribe. Client acknowledges that Medi-scribe may compile Aggregated Statistics based on Client Content input into the Services. Client further grants Medi-scribe a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Client Content incorporated within the Aggregated Statistics. The license granted in this Section 7.2 will survive termination or expiry of this Agreement for any reason.
8. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS
8.1 Representations and Warranties of Both Parties. Each party represents, warrants and covenants that: (a) it is duly formed, validly existing and has the capacity to enter into this Agreement and to perform each of its obligations hereunder; (b) it has all rights, titles, interests, power and authority necessary to grant the licenses contemplated herein; (c) it has no pre-existing obligations or commitments (and will not assume or otherwise undertake any obligations or commitments) that would be in conflict or inconsistent with or that would hinder the performance of the party’s obligations under this Agreement; and (d) it will perform its obligations under this Agreement in compliance with all applicable statutes, orders, regulations, rules, and other laws.
8.2 Client Warranty. In addition to the other warranties set out in this Agreement, Client warrants to Medi-scribe that the Client Content and its provision to Medi-scribe does not infringe or misappropriate the rights, including intellectual property rights and privacy rights, of any third party. Client further represents and warrants that it will not make any representations or warranties regarding the Services to Users, which exceed the representations and warranties provided by Medi-scribe in this Agreement.
8.3 Medi-scribe Limited Warranty. If the Services do not perform as warranted, Client will notify Medi-scribe and Client’s sole and exclusive remedy for said breach will be for Medi-scribe to correct any errors or malfunctions in the Services at no additional cost to Client so that they conform to the warranty.
8.4 WARRANTY DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS" AND Medi-scribe HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. Medi-scribe SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Medi-scribe MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL MEET CLIENT'S OR ANY OTHER PERSON'S REQUIREMENTS, INCLUDING ANY REQUIREMENTS OR OBLIGATIONS ARISING OUT OF OR IN CONNECTION WITH PRIVACY LAWS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, OR ERROR-FREE.
9. INDEMNIFICATION
9.1 Indemnification by Client. Client will indemnify, defend, and hold harmless Medi-scribe, its affiliates, officers, directors, employees, agents, and representatives against all Losses arising out of or in connection with any third-party claim, suit, action, or proceeding relating to (a) any breach of warranties made by Client in this Agreement, (b) Client’s or Users’ negligence or willful misconduct; (c) use of the Services in a manner not authorized by this Agreement; (d) use of the Services in combination with data, software, hardware, equipment or technology not provided by Medi-scribe or authorized by Medi-scribe in writing; or (e) modifications to the Services not made by Medi-scribe.
9.2 Sole Remedy. THIS SECTION ARTICLE 9 SETS FORTH CLIENT’S SOLE REMEDIES AND MEDI-SCRIBE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT.
10 LIMITATION OF LIABILITY
MEDI-SCRIBE CANNOT PROMISE, AND DOES NOT REPRESENT OR WARRANT THAT: THE SOFTWARE AND SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS. THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, 100% SECURE OR FREE FROM ERRORS, VIRUSES OR OTHER DEFECTS; OR. INFORMATION PROVIDED THROUGH THE SOFTWARE AND SERVICES WILL BE ACCURATE, TIMELY, COMPLETE OR RELIABLE. IN NO EVENT WILL Medi-scribe BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, AGGRAVATED, 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; (e) FAILURE BY CLIENT TO COMPLY WITH APPLICABLE REGULATORY OR OTHER LEGAL REQUIREMENTS ARISING OUT OF OR IN CONNECTION WITH USE OR MISUSE OF THE SERVICES; OR (f) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER Medi-scribe WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MEDI-SCRIBE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO MEDI-SCRIBE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11. MEDICAL DISCLAIMER
The information provided by the Service is for educational purposes. Medi-scribe Solutions Inc. does not assume responsibility or liability for how this information is applied in direct or indirect patient care. The Service is not intended to replace professional medical advice, diagnosis, or treatment and must only be used appropriately in the context of the provider's legal role as a healthcare provider. Healthcare providers are responsible for verifying the accuracy and applicability of the information within their clinical practice and in compliance with their regulatory requirements. While every effort has been made to ensure the information is accurate and comprehensive, errors, omissions, or inaccuracies may still occur. As such, Medi-scribe Solutions Inc., along with its editors, authors, and affiliates, shall not be liable for any damages or losses resulting from the use or reliance on this information.
Medi-scribe Solutions Inc. explicitly disclaims any liability for loss or injury arising from the use or reliance on its information. Users are responsible for exercising discretion, consulting authoritative sources, and seeking professional medical guidance to ensure accuracy and relevance in clinical decision-making.
12. TERM AND TERMINATION
Certain portions of the Service are offered on a subscription basis ("Subscriptions"). Subscriptions are subject to recurring and periodic billing, known as the "Billing Cycle." The Billing Cycle is determined based on the type of subscription plan you select at the time of purchase, billed monthly, annually, or other payment terms agreed upon. All subscriptions are annual plans.
Term. This Agreement commences on the Effective Date of using the service and continues for an initial term of one-year (the “Initial Term”) at which point it will automatically renew for additional one-year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless terminated earlier in accordance with this Agreement or if either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Following notice of non-renewal, this Agreement will continue until the end of the then-current term, at which point it expires.
12.1 Termination by Either Party. Either party may terminate this Agreement, effective immediately on written notice to the other party, if the other party materially breaches this Agreement, 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; or the other party is insolvent or makes a general assignment for the benefit of its creditors, has been adjudicated bankrupt, has filed a voluntary petition for bankruptcy or for reorganization, or has effectuated a plan or similar arrangement with creditors.
12.2 Termination by Medi-scribe. Medi-scribe may terminate this Agreement for any reason whatsoever upon thirty (30) days’ written notice to Client.
12.3 Effect of Termination. Upon termination of this Agreement, all licenses granted by Medi-scribe to Client herein will immediately terminate. Client will immediately discontinue use of the Services, Documentation and Medi-scribe Content and, without limiting Client's obligations under Article 5, Client will cease using and delete, destroy, or return all copies of Medi-scribe Content under its control and certify in writing to Medi-scribe that such materials have been deleted or destroyed. No expiration or termination will affect Client's obligation to pay all Fees that are due before such expiration or termination or entitle to Client to any refund.
13 Entire Agreement. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter herein. This Agreement will not be modified or amended unless in writing and signed by each party
13.1 Independent Parties. This Agreement does not create, is not intended to create, and will not be interpreted or construed as creating a franchise, partnership, joint venture, agency, employment, or similar relationship between the parties. Neither party will have the power to obligate or bind the other to a third party in any manner whatsoever
13.2 Notices. All notices, permissions and approvals related to this Agreement will be in writing and will be deemed to have been given upon (a) personal delivery, (b) the next business day after sending by email to the email address identified below; or (b) the second business day after mailing if sent by nationally recognized overnight courier or by first class, certified mail, return receipt requested, to the addresses listed below. Either party may change its address specified for notices by giving the other party prior written notice in accordance with this paragraph.
13.3 Waiver. No waiver of any provision of this Agreement will be effective unless made in writing and signed by the parties, nor will it constitute a waiver of any subsequent breach of any provision.
13.4 Survival. Any covenant or provision of this Agreement which by its express terms is required to be observed, kept or performed after termination hereof, or which by its nature and effect is intended to survive termination of this Agreement will so survive termination of this Agreement.
13.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent will not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets so long as the assignee agrees to be bound by all of the terms of this Agreement and all past dues are paid in full.
13.6 Severability. If any provision (or part of a provision) of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, it will, insofar as it is severable from the remainder of this Agreement, be deemed omitted from this Agreement, and the remaining provisions of this Agreement will remain in effect.
13.7 Governing Law. This Agreement will be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. The parties hereby attorn to the exclusive jurisdiction of the Alberta courts.
14. CONTACT INFORMATION: If you have any questions or comments about these Terms, please contact Medi-scribe via email at admin@medi-scribe.com
Updated March 1, 2025
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