Terms of Service

THESE TERMS OF SERVICE ("AGREEMENT") GOVERN CUSTOMER'S ACCESS TO AND USE OF THE SERVICES PROVIDED BY BOOKHEALTH AI INC. ("BOOKHEALTH", "WE", "US", OR "OUR"). BY ACCESSING OR USING THE SERVICES, BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR BY OTHERWISE USING THE SERVICES, CUSTOMER AGREES TO BE BOUND BY THIS AGREEMENT.

IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY, CLINIC, HEALTHCARE ORGANIZATION, OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.

IF CUSTOMER DOES NOT AGREE WITH THESE TERMS, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Authorized User" means an individual who is authorized by Customer to use the Services, for whom Customer has purchased a subscription or been granted access, and to whom Customer has supplied login credentials. Authorized Users may include employees, contractors, agents, and staff of Customer.

"Customer" means the individual, clinic, healthcare organization, or other legal entity that has agreed to this Agreement and accesses or uses the Services.

"Customer Data" means all data submitted, uploaded, or transmitted by Customer or its Authorized Users through the Services, including personal health information, patient records, documents, and communications.

"Documentation" means the user guides, help articles, and technical documentation relating to the Services as made available by BookHealth.

"EMR" means electronic medical record systems, including but not limited to Accuro, OSCAR Pro, Telus PS Suite, PointClickCare, MEDITECH, and Jane App.

"Order Form" means an ordering document, online order, or subscription agreement specifying the Services to be provided, applicable fees, and any additional terms agreed to by both parties.

"Personal Health Information" or "PHI" has the meaning ascribed to it under the Personal Health Information Protection Act, 2004 (Ontario) ("PHIPA") and applicable provincial health privacy legislation.

"Services" means the BookHealth AI platform, including all features, functions, AI agents (including Natalie, Barry, and Rachel), APIs, integrations, and related technology made available by BookHealth to Customer under this Agreement and the applicable Order Form.

"Third-Party Application" means any software application, EMR system, or service provided by a third party that interoperates with or connects to the Services.

2. Services

2.1 Provision of Services

BookHealth will make the Services available to Customer and its Authorized Users in accordance with this Agreement and the applicable Order Form. BookHealth may update, modify, or enhance the Services from time to time. BookHealth will provide Customer with reasonable advance notice of any material changes to the Services that may significantly impact Customer's use.

2.2 Service Availability

BookHealth will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for scheduled maintenance, updates, and circumstances beyond BookHealth's reasonable control. BookHealth does not guarantee uninterrupted or error-free operation of the Services.

2.3 AI-Powered Features

The Services include AI-powered features for document processing, patient outreach, voice reception, scheduling, and other front office automation workflows. Customer acknowledges that:

(a) The Services are designed to assist with administrative and operational tasks and are not intended to provide medical advice, clinical decision support, diagnosis, or treatment recommendations.

(b) AI-generated outputs, including document classifications, data extractions, and call transcriptions, should be reviewed by qualified personnel before being relied upon for clinical or patient care decisions.

(c) BookHealth employs human-in-the-loop verification processes for critical workflows, but Customer retains ultimate responsibility for verifying the accuracy of information entered into patient records and EMR systems.

(d) BookHealth continuously works to improve AI accuracy but does not guarantee that AI outputs will be free from errors in all circumstances.

2.4 EMR Integration

The Services are designed to integrate with Customer's existing EMR systems. Customer acknowledges that:

(a) Integration functionality depends on the EMR vendor's APIs, data access policies, and technical capabilities, which are outside BookHealth's control.

(b) Customer is responsible for obtaining any necessary authorizations or permissions from its EMR vendor to enable integration with the Services.

(c) BookHealth is not responsible for disruptions, data loss, or errors caused by changes to Third-Party Applications, including EMR system updates or API modifications.

3. Customer Responsibilities

3.1 Authorized Use

Customer will:

(a) Ensure that only Authorized Users access and use the Services.

(b) Be responsible for Authorized Users' compliance with this Agreement.

(c) Be responsible for the accuracy, quality, and legality of Customer Data and the means by which Customer acquired such data, including obtaining all required consents and providing all required notices under applicable law.

(d) Use the Services only in accordance with this Agreement, applicable Order Forms, applicable laws, and professional regulations, including privacy legislation.

(e) Maintain the confidentiality of login credentials and immediately notify BookHealth of any unauthorized access or use of the Services.

3.2 Healthcare Compliance

Customer acknowledges and agrees that:

(a) Customer is solely responsible for ensuring that its use of the Services complies with all applicable healthcare laws, regulations, and professional standards, including the requirements of any applicable provincial college of physicians and surgeons.

(b) The Services are administrative and operational tools and do not constitute medical devices, clinical decision support systems, or medical advice.

(c) Customer remains solely responsible for all clinical decisions, patient care outcomes, and the accuracy of information contained in patient records, regardless of whether such information was processed through the Services.

(d) Customer is responsible for obtaining any required patient consents for the collection, use, and disclosure of personal health information in connection with the Services.

3.3 Prohibited Uses

Customer will not:

(a) Make the Services available to anyone other than Authorized Users.

(b) Sell, resell, license, sublicense, distribute, rent, or lease the Services.

(c) Use the Services to store or transmit unlawful, infringing, or harmful material.

(d) Interfere with or disrupt the integrity or performance of the Services.

(e) Attempt to gain unauthorized access to the Services or related systems.

(f) Reverse engineer, decompile, or disassemble the Services.

(g) Use the Services to build a competitive product or service, or to benchmark the Services for competitive purposes.

(h) Access the Services for purposes of monitoring availability, performance, or functionality for competitive purposes. BookHealth's direct competitors are prohibited from accessing the Services without BookHealth's prior written consent.

4. Privacy and Data Protection

4.1 Customer Data

BookHealth will access and use Customer Data solely for the purpose of providing the Services and as otherwise instructed by Customer. BookHealth maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.

4.2 Personal Health Information

Where the Services involve the processing of Personal Health Information, BookHealth and Customer acknowledge and agree that:

(a) Customer acts as the Health Information Custodian (as defined under PHIPA) or equivalent under applicable provincial legislation, and BookHealth acts as an agent or information technology service provider of Customer.

(b) BookHealth will collect, use, and disclose Personal Health Information only as necessary to provide the Services and in accordance with Customer's instructions and applicable privacy legislation.

(c) BookHealth will not use Personal Health Information for any purpose other than providing the Services, unless required by law.

(d) The parties will enter into a Data Processing Agreement or equivalent agreement as required by applicable privacy legislation, which will govern the specific terms of Personal Health Information handling.

4.3 Canadian Data Residency

All Customer Data, including Personal Health Information, is stored and processed within Canada using data centres located in Canadian jurisdictions. BookHealth will not transfer Customer Data outside of Canada without Customer's prior written consent, except as required by law.

4.4 Privacy Legislation Compliance

BookHealth is designed to support Customer's compliance with applicable Canadian privacy legislation, including:

(a) The Personal Health Information Protection Act, 2004 (PHIPA) in Ontario.

(b) The Personal Information Protection and Electronic Documents Act (PIPEDA) federally.

(c) Equivalent provincial health privacy legislation in other Canadian jurisdictions where Customer operates.

Customer acknowledges that BookHealth is a technology service provider and that compliance with applicable privacy legislation remains Customer's responsibility. BookHealth provides tools and safeguards to support compliance but does not provide legal advice.

4.5 Security

BookHealth implements and maintains security measures designed to protect Customer Data, including:

(a) Encryption of data in transit (TLS 1.3) and at rest (AES-256).

(b) Access controls and authentication mechanisms for Authorized Users.

(c) Audit logging of all data access and modifications.

(d) Regular security assessments and vulnerability testing.

(e) Incident detection and response procedures.

4.6 Breach Notification

In the event BookHealth becomes aware of a security breach involving Customer Data, BookHealth will notify Customer without unreasonable delay and will cooperate with Customer to investigate and remediate the breach. BookHealth will provide Customer with sufficient information to enable Customer to fulfill its notification obligations under applicable privacy legislation.

5. Intellectual Property

5.1 BookHealth Intellectual Property

BookHealth and its licensors retain all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer except as expressly set forth in this Agreement. The Services are protected by copyright, trade secret, and other intellectual property laws.

5.2 Customer Data

As between BookHealth and Customer, Customer retains all rights, title, and interest in and to Customer Data. Customer grants BookHealth a limited, non-exclusive, worldwide license to access, use, copy, and process Customer Data solely for the purpose of providing the Services and as otherwise permitted by this Agreement.

5.3 Aggregated and De-identified Data

BookHealth may collect and use aggregated, anonymized, and de-identified data derived from Customer's use of the Services for purposes of improving the Services, developing new features, conducting research, and generating industry benchmarks, provided that such data does not identify Customer, any Authorized User, or any individual patient. Such use will comply with all applicable privacy legislation.

5.4 Feedback

If Customer provides BookHealth with suggestions, ideas, or feedback regarding the Services ("Feedback"), BookHealth may use such Feedback without obligation or compensation to Customer.

6. Fees and Payment

6.1 Fees

Customer will pay all fees specified in the applicable Order Form. All fees are quoted in Canadian dollars unless otherwise specified. Payment obligations are non-cancelable and fees paid are non-refundable unless otherwise stated in the Order Form.

6.2 Invoicing and Payment

BookHealth will invoice Customer in accordance with the applicable Order Form. Unless otherwise specified, invoiced amounts are due within thirty (30) days of the invoice date.

6.3 Overdue Amounts

If any invoiced amount is not received by BookHealth by the due date, such amounts may accrue late interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

6.4 Suspension for Non-Payment

If any amount owed by Customer is more than fifteen (15) days overdue, BookHealth may suspend access to the Services upon seven (7) days' prior written notice, provided that BookHealth will not suspend access if Customer is disputing the applicable charges in good faith and cooperating to resolve the dispute.

6.5 Taxes

All fees are exclusive of applicable taxes. Customer is responsible for all applicable sales taxes, goods and services taxes (GST), harmonized sales taxes (HST), provincial sales taxes (PST), and any other taxes or duties imposed by governmental authorities in connection with the Services, excluding taxes based on BookHealth's net income.

7. Term and Termination

7.1 Term

This Agreement commences on the date Customer first accepts it and continues until all Order Forms have expired or been terminated.

7.2 Termination for Convenience

Either party may terminate an Order Form by providing written notice at least thirty (30) days prior to the end of the then-current subscription term. If neither party provides such notice, the Order Form will automatically renew for successive periods equal to the original subscription term, unless otherwise specified in the Order Form.

7.3 Termination for Cause

Either party may terminate this Agreement or any Order Form if:

(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

(b) The other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings.

7.4 Effect of Termination

Upon termination or expiration of this Agreement:

(a) Customer's right to access and use the Services will immediately cease.

(b) BookHealth will make Customer Data available for export for a period of thirty (30) days following termination, after which BookHealth may delete Customer Data in accordance with its data retention policies.

(c) Customer will pay all fees owing for Services provided up to the date of termination.

(d) Sections that by their nature should survive termination will survive, including provisions related to intellectual property, confidentiality, limitation of liability, and indemnification.

8. Warranties and Disclaimers

8.1 BookHealth Warranties

BookHealth warrants that:

(a) The Services will perform materially in accordance with the Documentation.

(b) BookHealth will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards.

(c) BookHealth will implement and maintain commercially reasonable security measures to protect Customer Data.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." BOOKHEALTH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. BOOKHEALTH DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

BOOKHEALTH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY AI-GENERATED OUTPUT, INCLUDING DOCUMENT CLASSIFICATIONS, DATA EXTRACTIONS, VOICE TRANSCRIPTIONS, OR AUTOMATED COMMUNICATIONS. CUSTOMER IS RESPONSIBLE FOR REVIEWING AND VERIFYING ALL AI OUTPUTS BEFORE RELYING ON THEM FOR ANY PURPOSE.

THE SERVICES ARE NOT MEDICAL DEVICES AND ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE, OR PREVENT ANY DISEASE OR MEDICAL CONDITION. BOOKHEALTH IS NOT A HEALTHCARE PROVIDER AND DOES NOT PROVIDE MEDICAL ADVICE.

9. Limitation of Liability

9.1 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO BOOKHEALTH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions

The limitations in this Section 9 will not apply to: (a) either party's indemnification obligations; (b) Customer's breach of Section 3.3 (Prohibited Uses); (c) Customer's payment obligations; or (d) liability arising from a party's gross negligence or willful misconduct.

10. Indemnification

10.1 BookHealth Indemnification

BookHealth will defend Customer against any third-party claim alleging that the Services infringe a third party's intellectual property rights, and will indemnify Customer against any damages finally awarded or settlements approved in writing by BookHealth, provided that Customer promptly notifies BookHealth of the claim and provides reasonable cooperation.

10.2 Customer Indemnification

Customer will defend BookHealth against any third-party claim arising from: (a) Customer Data; (b) Customer's use of the Services in violation of this Agreement or applicable law; or (c) Customer's failure to obtain required consents for the collection, use, or disclosure of Personal Health Information.

11. Confidentiality

11.1 Confidential Information

Each party agrees to protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care. Confidential Information includes all non-public information disclosed by one party to the other 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.

11.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

11.3 Required Disclosure

A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party provides prompt written notice to the other party (to the extent permitted by law) and cooperates with reasonable efforts to limit the scope of disclosure.

12. General Provisions

12.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario.

12.2 Entire Agreement

This Agreement, together with all Order Forms and any Data Processing Agreements, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

12.3 Amendments

BookHealth may update this Agreement from time to time. BookHealth will provide Customer with reasonable advance notice of material changes. Customer's continued use of the Services following such notice constitutes acceptance of the updated terms. If Customer does not agree with the updated terms, Customer may terminate this Agreement in accordance with Section 7.

12.4 Assignment

Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement.

12.5 Severability

If any provision of this Agreement is held to be unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

12.6 Waiver

The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

12.7 Notices

All notices under this Agreement will be in writing and will be sent to the contact information provided by the applicable party. BookHealth will send notices to the email address associated with Customer's account. Customer will send notices to:

BookHealth AI Inc. 18 King Street East, Suite 1400 Toronto, ON M5C 1C4 Email: hello@bookhealth.ai

12.8 Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemic, power failures, internet disruptions, or acts of terrorism.

12.9 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship between the parties.

12.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties and their permitted successors and assigns. Nothing in this Agreement confers any rights on any third party.

13. Contact Information

For questions about these Terms of Service, please contact:

BookHealth AI Inc. 18 King Street East, Suite 1400 Toronto, ON M5C 1C4 Canada

General inquiries: hello@bookhealth.ai

BookHealth AI Inc. is a healthcare technology company incorporated in Canada. The Services are designed to support clinic administrative operations and do not constitute medical advice, diagnosis, or treatment.