Terms of Service | Transcribe Health

TERMS OF SERVICE

Effective Date: January 6, 2027 Version v2026.11.2

INTRODUCTION

Transcribe Health Corporation, a corporation incorporated under the federal laws of Canada ("Transcribe Health", "we", "us", or "the Company") provides an AI-powered medical transcription platform (the "Services") that enables medical professionals to record, transcribe, and share patient conversations. These Terms of Service ("Terms") constitute a legally binding agreement between Transcribe Health and any individual or entity ("User", "you", or "your") who accesses or uses the Services. By accessing, registering for, or using the Services in any way, you expressly acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

DEFINITIONS

For the purposes of these Terms, the following definitions shall apply:

"Authorized User" means any individual who is authorized by you to use the Services on your behalf, including your employees, contractors, and agents.
"Services" means the AI-powered clinical documentation and clinical-intelligence platform provided by Transcribe Health, including, without limitation, the medical transcription product, the AI-generated clinical-note product, Dorvi, our AI assistant, including its standalone chat (a persistent chat surface where Authorized Users may submit clinical questions and receive AI-generated answers with citations to public medical literature), its next steps (which draft follow-up actions from a visit, such as patient instructions, letters, forms, staff tasks, booking invites and replies to patient messages, for your staff to review and approve), and its Ask input (which answers questions about a visit, a patient or clinical topics and can propose note edits), the Transcribe Health Medical Scribe Chrome extension (a browser-side component that captures clinical-encounter audio, encrypts audio held on the device while it waits to upload, integrates with supported EHR systems, and inserts AI-generated text into clinical-note fields), and all related software, applications, tools, features, application programming interfaces, updates, and services.
"Transcriptions" means the transcribed text, annotations, and any derivative works generated by the Services.
"Dorvi Conversations" means the persistent, server-stored chat threads created when an Authorized User interacts with the standalone Dorvi chat feature, including the questions and any patient context submitted by the user, the AI-generated responses, the literature citations attached to those responses, the conversation title, the ordered history of messages within the thread, and associated metadata.
"Content" means any data, information, files, text, audio, or materials uploaded, transmitted, or processed through the Services, including Transcriptions, Dorvi Conversations, and any PHI contained therein.
"Protected Health Information" or "PHI" means individually identifiable health information as defined under HIPAA and other applicable healthcare privacy laws.
"Intellectual Property Rights" means all patent rights, copyright rights, trademark rights, trade secret rights, and any other intellectual property or proprietary rights.
"AI-Generated Draft" means any suggestion, draft document or message, form value, summary, answer or proposed note edit produced by artificial intelligence in the Services, including by Dorvi.
"Third-Party Delivery Service" means a service you contract for directly and connect to the Services to send or receive information, such as a fax account (for example, SRFax) or an EHR.
"Business Associate Agreement" or "BAA" means the agreement required under HIPAA between a Covered Entity and a Business Associate that establishes the permitted and required uses and disclosures of Protected Health Information.
"Confidential Information" means non-public information that a party discloses to the other in connection with the Services that is marked confidential or would reasonably be understood to be confidential, including your Content and Transcribe Health's security documentation, but not information that becomes public through no fault of the receiving party.

ELIGIBILITY AND ACCOUNT REGISTRATION

3.1. To use the Services, you must:

Be at least 18 years old;
Have the legal capacity and authority to enter into these Terms;
If acting on behalf of an organization, have the authority to bind that organization;
Provide accurate, current, and complete registration information;
Comply with all applicable laws, regulations, and professional standards.

3.2. Account Security:

You are responsible for maintaining the confidentiality of your account credentials;
You must immediately notify us of any unauthorized use of your account;
You are responsible for all activities that occur under your account;
You must implement appropriate security controls to protect access to the Services.

LICENSE AND SERVICE ACCESS

4.1. Subject to these Terms and payment of applicable fees, Transcribe Health grants you a limited, non-exclusive, non-transferable, non-sublicensable license to:

Access and use the Services for your internal business purposes;
Allow Authorized Users to access and use the Services in accordance with these Terms;
Use any documentation provided with the Services;
Install and use the Transcribe Health Medical Scribe Chrome extension (the "Extension"), which forms part of the Services. The Extension is a browser-side component that captures clinical-encounter audio, encrypts audio held on the device while it waits to upload, integrates with supported EHR systems, and inserts AI-generated text into clinical-note fields. All references in these Terms to the "Services," "Content," "PHI," "Transcriptions," and "Authorized Users" expressly include use of the Extension and any data processed through it. You shall install the Extension only from official distribution channels designated by Transcribe Health (currently the Chrome Web Store listing or a packaged build supplied directly by Transcribe Health); you shall not install or distribute modified, repackaged, sideloaded, or third-party copies of the Extension, and any use of an unofficial build is at your sole risk and constitutes a material breach of these Terms. You are solely responsible for verifying that you have all consents and authorizations required to capture, encrypt, transmit, and insert PHI through the Extension into your EHR, and for ensuring that the Extension is used only on devices and browsers that satisfy the safeguards required by HIPAA, PIPEDA, and any applicable provincial health privacy legislation.

4.2. Restrictions. You shall not:

Modify, copy, or create derivative works of the Services;
Reverse engineer, decompile, or attempt to discover the source code;
Sell, resell, license, sublicense, or distribute the Services;
Use the Services to store or transmit malicious code;
Interfere with or disrupt the integrity or performance of the Services;
Attempt to gain unauthorized access to the Services or related systems.

USER RESPONSIBILITIES AND ACCEPTABLE USE

5.1. Compliance Requirements:

Comply with all applicable laws, regulations, and professional standards;
Obtain all necessary consents and authorizations for using the Services;
Maintain appropriate security measures to protect Content and PHI;
Ensure accuracy and completeness of all Content uploaded to the Services;
Comply with HIPAA, HITECH, PIPEDA, applicable provincial health privacy legislation (including PHIPA, HIA, Law 25, PIPA BC, HIPA, and applicable PHIAs), and other applicable healthcare privacy laws.

5.2. Prohibited Activities. You shall not use the Services to:

Violate any laws or regulations;
Infringe any intellectual property rights;
Harass, abuse, or harm others;
Transmit any unlawful, harmful, or offensive content;
Interfere with other users' use of the Services.

5.3. System of Record; Service Classification:

The Services are a clinical documentation assistant (commonly described as an "AI medical scribe"). The Services are NOT an electronic medical record (EMR), electronic health record (EHR), or system of record, and are not certified, accredited, or designed to operate as such.
The Services do not provide and are not intended to provide: longitudinal patient health records, computerized provider order entry (CPOE), electronic prescribing, laboratory or imaging order management, clinical decision support, drug-interaction or allergy alerting, claims submission, patient portal access, or any other function reserved by applicable law to a certified EMR/EHR.
You warrant that you maintain a separate medical record system that satisfies all certification, retention, accessibility, and record-keeping obligations applicable to your practice and jurisdiction (including, where applicable, ONC-certified Health IT in the United States, Santé Québec-certified products in Quebec, OntarioMD-certified EMRs in Ontario, or any other jurisdictional certification regime).
You are solely responsible for transferring, exporting, or otherwise integrating finalized outputs of the Services (including transcriptions, generated documents, diagnosis-code suggestions, and audio recordings to the extent retained) into your certified medical record system in a timely manner consistent with your professional and legal obligations.
Data retained within the Services is retained for purposes of delivery, customer access, integration, audit, and legal hold — not as the authoritative legal record of care. The Services should not be relied upon as the sole record of any patient encounter.

5.4. Dorvi and AI-Generated Drafts:

AI-Generated Drafts are drafts. In the Services, Dorvi never sends, books, faxes, files or posts anything on its own: an action runs only after one of your Authorized Users reviews and approves it. Where you enable Dorvi's phone line, Dorvi can book, reschedule or cancel a verified caller's appointment on the caller's request, within the rules you set. You are responsible for reviewing, correcting where needed, and approving or dismissing each draft, and for the content of everything your Authorized Users approve.
Drafts with clinical content (patient instructions, letters, forms and clinical replies to patients) can only be approved by an Authorized User you have designated as a licensed clinician. You warrant that you designate only individuals who hold the licence required to approve that content, and that you will remove the designation when that is no longer true.
You are responsible for the accuracy of your contacts directory (Dorvi addresses letters only to contacts in it), for having a lawful basis for each disclosure you approve, and for any consent required to contact patients, including under anti-spam and telemarketing laws.
Dorvi does not diagnose, triage, place orders, or monitor patient messages, and it is not an emergency service. The standard emergency reply it may propose for an urgent-sounding patient message is a safety measure, not monitoring, and is sent only if a person approves it.

5.5. Third-Party Delivery Services:

Fax delivery and the fax inbox use a fax account you hold with your own fax provider, and EHR delivery uses your own EHR. You contract with those providers directly, you pay their fees, and you are responsible for having any Business Associate Agreement or equivalent privacy agreement they require before you send PHI through them. They act for you and are not Transcribe Health's subprocessors.
You authorize Transcribe Health to use the credentials you provide for a Third-Party Delivery Service only to send and retrieve information on your instructions. We store those credentials encrypted, and you may disconnect the service at any time.
Delivery status is reported by the Third-Party Delivery Service. Transcribe Health is not responsible for the availability, acts or omissions of a Third-Party Delivery Service or a recipient, for a recipient's failure to receive a transmission, or for how information is handled after we have delivered it as you instructed.

CONTENT AND INTELLECTUAL PROPERTY

6.1. Ownership:

You retain all right, title, and interest in and to your Content.
Transcribe Health owns all right, title, and interest in and to the Services, including all improvements, modifications, and derivative works of the Services themselves (excluding your Content).
Transcribe Health's Intellectual Property Rights are protected by applicable laws.

6.2. License to Content:

You grant Transcribe Health a limited, worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display your Content solely to the extent necessary to provide, maintain, secure, and support the Services for you and to comply with law.
This license does not authorize any use of Content for product development, analytics, or model training. Section 6.3 sets out how Content is used with artificial intelligence.
You represent and warrant that you have all rights and authorizations necessary to grant this license.
This license terminates when your Content is deleted in accordance with Section 7.4 and Section 12.2, except for residual encrypted copies in routine backups, which are not accessed and which expire within ninety (90) days after the export window in Section 12.2.

6.3. No AI Training on Content:

Transcribe Health does not use Content, including Transcriptions, Dorvi Conversations, PHI and Personal Information, or any data de-identified, anonymized, aggregated, or synthesized from Content, to train, fine-tune, or otherwise improve any artificial-intelligence or machine-learning model, whether operated by Transcribe Health or by a third party.
Transcribe Health's third-party AI subprocessors are contractually prohibited from using Content to train their models and process Content only to produce the output. Google Cloud Vertex AI never writes a request to storage; it may hold it in memory to speed up later requests and deletes it within 24 hours. Anthropic processes requests under its standard commercial terms: it deletes a request and its output within 30 days, but may keep them longer where the law requires it or to enforce its usage policy (a request its automated safety systems flag may be kept for up to 2 years), and it may hold a processed form of a request in memory to speed up later responses, deleting it 5 minutes after the last request that used it. The current subprocessor list is published at the Transcribe Health Trust Center (Section 7.3).
Features of the Services that adapt to your organization, such as transcript correction suggestions learned from your organization's corrections and note template suggestions that use a clinician's past edits as request context, use only your own Content at run time. They change no model, are not shared with any other customer or organization, and are deleted with your Content in accordance with Section 7.4 and Section 12.2.
This Section 6.3 is consistent with, and does not limit, the corresponding commitments in the Business Associate Agreement and the Privacy Policy. In the event of any conflict regarding the handling of PHI, the Business Associate Agreement controls, except that where Schedule D of the Data Processing Agreement applies, the Business Associate Agreement does not apply and Schedule D controls.

DATA PROTECTION AND PRIVACY

7.1. Data Processing:

Transcribe Health processes Content and PHI in accordance with applicable privacy laws;
We maintain appropriate technical and organizational security measures;
We will notify you of any security incidents affecting your Content or PHI.

7.2. Business Associate Agreement Requirement:

If you are a healthcare provider or other entity subject to HIPAA and you will use our Services to transmit, store, or process PHI, you MUST execute our Business Associate Agreement (BAA) prior to uploading or processing any PHI through the Services;
No PHI should be uploaded or processed through the Services until a BAA has been executed;
Use of the Services with PHI without an executed BAA is prohibited and constitutes a material breach of these Terms;
Our standard BAA is available upon request and during the account registration process;
Failure to execute a BAA when required under HIPAA may result in immediate suspension or termination of your account.
If you are located in Ontario, Alberta or British Columbia, the Data Processing Agreement, including its Schedule D, replaces the BAA, and this Section 7.2 does not apply to you.

7.3. Data Storage and Transfer:

Content is stored on production infrastructure located in Canada.
International data transfers, where they occur, are carried out only under safeguards required by applicable data-protection law.
A current list of Transcribe Health's subprocessors, including those that process PHI under a Business Associate Agreement, is published and maintained at the Transcribe Health Trust Center: https://trust.transcribe.health.

7.4. Data Retention:

The Services are not a system of record (see Section 5.3). We retain Content only as needed to deliver the Services and meet our legal obligations.
Default retention settings. During your subscription, Content is kept under the Services' default retention settings below, which you may shorten in your settings. They are default settings, not retention periods required by law, and they do not continue after your subscription ends; Section 12.2 governs what happens then. If you are located in Ontario, Alberta or British Columbia, Schedule D of the Data Processing Agreement governs retention. You remain responsible for keeping your medical records for the periods your law and regulatory college require, in your own record system.
Sessions, voice recordings, transcriptions, and generated documents: by default, audio recordings are automatically and permanently deleted 90 days after transcription is completed, and transcript and session records are deleted after seven (7) years. Your organization may enable an earlier automatic-deletion policy (1 to 24 hours or 1 to 30 days, disabled by default), which permanently deletes visits, including their recordings, transcripts and generated documents.
Audit logs: Retained for at least six (6) years to satisfy HIPAA Security Rule documentation requirements (45 CFR 164.312(b) and 164.530(j)).
De-identified and aggregated data. Transcribe Health may retain de-identified or aggregated operational telemetry (for example, system performance, error rates, and usage volumes that do not identify any individual and are not derived from the substance of Content) for security, billing, capacity-planning, and service-operation purposes. Transcribe Health does not retain or use de-identified or aggregated derivatives of Content for AI or machine-learning model training (see Section 6.3).
Account data: Deleted under Section 12.2, except where retention is required by law. This window is aligned with the post-termination data handling in Section 12.2.
Residual backups. After deletion, residual encrypted backup copies are not accessed and age out on a bounded backup-retention cycle.
You may request deletion of your data at any time, subject to our Business Associate Agreement and applicable legal obligations.
Healthcare providers are responsible for retaining patient records in their own certified medical record system in accordance with their professional and jurisdictional obligations. HIPAA does not itself prescribe a minimum retention period for PHI in patient records; applicable retention obligations are set by state, provincial, and professional regulations governing your practice.

FEES AND PAYMENT

8.1. Payment Terms:

You agree to pay all fees specified for the Services;
Fees are non-refundable except as required by law;
Payments are processed through authorized payment processors;
You must provide valid payment information;
Late payments may result in service suspension.

8.2. Fee Changes:

We may modify fees upon 30 days' notice;
Continued use after fee changes constitutes acceptance;
Enterprise customers may have separate payment terms.

8.3. Term of Orders; Auto-Renewal:

A self-serve subscription renews at the monthly or annual interval selected at checkout, at the disclosed price, unless cancelled through the billing settings before the next renewal. Annual fees are paid upfront; a monthly equivalent shown for comparison is not a monthly payment schedule. Cancellation stops the next renewal and does not shorten the current paid term or create a refund except where required by law.
An Order Form, Statement of Work, or enterprise agreement (each, an "Order") may specify a different term, renewal mechanism or notice requirement; that Order controls.

8.4. AI Credits:

Clinical seats and included credits. A clinical seat is an individual account with clinical product access enabled, separate from its owner, administrator or other permission role and from any professional-qualification attestation. Enabling product access does not establish professional qualifications or grant additional access to patient information. Your plan's minimum clinical-seat commitment and clinical-seat limits are shown at checkout. Operational support accounts do not add clinical seats or a separate AI credit allowance and may not independently record, transcribe or use clinical AI without clinical product access. Each paid clinical seat includes 4,000 AI credits per monthly allowance period, pooled across your organization (Solo includes one clinical seat); a plan minimum or an Order may provide a larger allowance. Free plans include a smaller number of credits and no extra credits. A clinical seat added during a period adds a prorated share of the included credits; a seat removed does not reduce the current period's included credits. Unused credits do not carry over. Annual subscriptions receive monthly allowance periods, not the full year's credits at once.
How credits are used. Clinical AI features use credits, including note generation. Phone service is billed separately under Section 8.6 and does not consume these credits. The number of credits a request uses depends on the feature and the work it does. Credits measure AI usage under these Terms only; they have no cash value and cannot be transferred, sold or exchanged for money. Your administrators can see current credit usage on the Usage page in the Services.
Extra credits and your AI spend limit. Extra credits are optional. After the included credits are used up, AI features can keep working on extra credits, up to the AI spend limit your organization sets in its subscription currency. For a new organization, the spend limit starts at zero: no extra-credit charges are authorized until an owner or administrator explicitly sets a positive limit. An existing limit explicitly selected by your organization remains in effect until you change it. Owners and administrators can change the limit at any time, including to zero, which turns extra credits off. Extra credits are billed at the price per 1,000 credits in our published price list for your subscription currency, as shown in the billing settings of the Services and on our pricing page, as itemized usage charges on an invoice. No extra credits are billed during a free trial or on a plan without extra credits.
When extra credits are invoiced. For a new annual subscription whose checkout specifies monthly extra-credit billing, the annual base fee remains payable upfront and authorized extra-credit usage is invoiced separately after each monthly allowance period. This separate monthly usage-invoice arrangement continues if you later switch the base subscription to monthly billing. An existing subscription keeps its agreed extra-credit invoicing cadence unless you agree to a change. Cancellation or a lower spend limit does not waive authorized extra-credit charges already incurred; a final usage invoice may be issued afterward. This does not authorize usage after access ends or a new base-subscription period.
Price changes. A change to the price of extra credits is a fee change under Sections 8.2 and 18. We will give you at least 30 days' notice before a higher price takes effect, and a higher price applies from the first monthly allowance period that starts on or after its effective date, without repricing an allowance period already underway. A lower price may take effect when we post it.
When the included credits and spend limit are used up. Optional AI features (such as Dorvi, Prep my day, fax reading, reply drafts and form filling) pause until the next monthly allowance period or until an administrator raises the spend limit. Core documentation (note generation, coding suggestions and the note cross-check) keeps working, and core usage beyond the spend limit is not billed. To protect the Services against runaway or abusive use, core documentation is subject to a fair-use safety limit of three times the period's included credits; if it is reached we will be alerted and will work with you to restore service.
Charges for extra credits are fees under Section 8.1. You can avoid them entirely by setting your AI spend limit to zero.

8.5. Founding-Clinic Offer:

Availability and eligibility. This optional offer opens only when we announce its launch. Enrollment is available for 90 days after that launch, subject to the limit of 50 distinct clinic organizations based in Ontario, British Columbia or Alberta that we verify and approve. Approval identifies one clinic; creating additional organizations does not create additional eligibility. Contact us to confirm availability and eligibility before relying on the offer. A quote or an eligibility approval alone does not reserve a place; checkout must confirm the offer. An abandoned checkout reservation may expire and become available to another eligible clinic.
Founding price. The offer is our annual price, billed monthly, for your first twelve months. In the subscription currency confirmed at checkout, Solo is US$66 or CA$83 per month for one clinical seat, and Practice is US$56 or CA$71 per clinical seat per month, with a minimum of two paid clinical seats. Our standard monthly prices are US$99 or CA$129 for Solo and US$84 or CA$109 per clinical seat for Practice. The offer applies to monthly billing only: an annual subscription is billed at the standard annual price of US$790 or CA$990 for Solo, or US$670 or CA$850 per clinical seat for Practice, payable upfront, with no founding discount. Applicable taxes are additional. The founding price applies to the base subscription only: AI-credit usage under Section 8.4, phone service and other add-ons follow their standard disclosed prices and limits. Operational support accounts do not add clinical seats under Section 8.4. This offer cannot be combined with another subscription discount.
Founding period and plan changes. The twelve-month founding period begins when the first positive base-subscription invoice is successfully paid, not when an account, checkout or free trial starts. A zero-charge trial invoice does not start it. The subscription is billed monthly while the offer applies. Once your founding subscription has started billing, you may switch to annual billing at the standard annual price at any time, which ends the offer. A permitted change between Solo and Practice keeps the founding price of the new plan and the original end date; adding clinical seats does not restart or extend the founding period. You may cancel at any time under Section 8.3; cancellation stops the next monthly renewal and does not create a new place or restart the offer if you return.
After the founding period. If you stay on monthly billing, we may move the subscription to the then-current standard monthly price at an eligible renewal after the founding period, but only after giving you at least 30 days' actual advance notice identifying that price and the renewal affected. The transition is assisted by our team; it is not an automatic increase on the end date. Until the required notice and transition are completed, the founding price remains in place. We do not reprice a paid period retrospectively. You may cancel before the affected renewal under Section 8.3. Any more favorable written commitment we have already made to you is preserved.
Voluntary feedback. No testimonial, public case study, marketing consent or permission to use patient information is required for this offer. Any request for a testimonial or case study is separate and voluntary. The offer does not change your privacy rights, clinical responsibilities or our obligations under an applicable BAA or DPA.

8.6. Optional Phone Service:

Eligibility and price. When available, phone service requires an in-force Solo, Practice or Enterprise subscription, including a valid trial, and uses the same invoice currency. Per paid number, the monthly fee includes 600 connected minutes pooled across your organization's paid numbers. The fee and extra-minute price are US$199 and US$0.30, CA$269 and CA$0.40, £159 and £0.25, €189 and €0.30, or A$299 and A$0.45, respectively. Applicable taxes are additional. Phone service is billed monthly even with an annual core subscription and has no founding-clinic discount. Phone model use does not also debit clinical AI credits.
Connected minutes and limits. Connected time includes AI conversation, routing, hold, message-taking and staff transfers through the hosted number. Each answered end-to-end call is rounded up once to whole minutes, with a one-minute minimum. Separate carrier legs are not added or independently rounded. Unanswered, rejected, busy, failed and canceled calls are not billed. Your phone overage limit starts at zero; extra minutes require your explicit authorization at the disclosed rate. Each call is limited to 30 minutes and the remaining authorized budget. When regular minutes are exhausted, bounded fixed message-taking may continue for up to 30 additional included message-taking minutes at no additional charge per paid number per full monthly period (proportionally reduced for partial funded periods), with at most 45 seconds per call and no model or staff transfer. When this contingency is exhausted, new connections may be rejected and your clinic notified. This is not an emergency service or unlimited forwarding service. Transfers are limited to verified ordinary-rate domestic destinations; bulk and international texting are not included.
Payment and partial periods. Base capacity is payable in advance; authorized extra-minute usage is invoiced after the period. A partial first month, short trial or added paid capacity is prorated using the full anchored monthly period, and coverage cannot continue beyond the core subscription or trial. Your confirmation displays the period, amount, minutes and quote expiry. New capacity starts only after payment is verified. An unpaid expired invoice is voided and requires a fresh quote. A late payment that cannot fund the quoted coverage is reviewed for refund or credit and does not activate unusable service. A failed renewal can require a fresh quote after the prior invoice is voided. Phone renewals stop when the core subscription ends.
Removal and replacement. Removing or disabling a number stops its routing immediately. Current paid capacity and minutes remain through the period end, and renewal quantity is reduced. No automatic midperiod refund is provided except where required by law or where we expressly grant a credit, including for a service failure. Replacing a number within already paid capacity does not grant new minutes. Numbers are provisioned and released through our team; no unlimited number replacements are included.

WARRANTY, DISCLAIMERS, AND SERVICE LEVELS

9.1. Limited Warranty:

We warrant that the Services will perform materially as described;
We will use commercially reasonable efforts to maintain the Services;
We will provide technical support as specified in your service plan.

9.2. Medical and AI Disclaimers: CRITICAL MEDICAL DISCLAIMER: THE SERVICES ARE NOT MEDICAL DEVICES AND DO NOT PROVIDE MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. AI-GENERATED TRANSCRIPTIONS MAY CONTAIN ERRORS AND MUST ALWAYS BE REVIEWED BY QUALIFIED HEALTHCARE PROFESSIONALS BEFORE CLINICAL USE.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE";
WE DISCLAIM ALL IMPLIED WARRANTIES;
WE DO NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION;
WE DO NOT WARRANT THE ACCURACY OF TRANSCRIPTIONS OR AI-GENERATED CONTENT;
WE DO NOT WARRANT COMPATIBILITY WITH ALL EHR SYSTEMS;
AI MODELS MAY PRODUCE INACCURATE OR INAPPROPRIATE CONTENT;
HEALTHCARE PROVIDERS REMAIN SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS;
THE SERVICES ARE NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL JUDGMENT;
THE SERVICES ARE NOT AN EMR, EHR, OR SYSTEM OF RECORD AND HAVE NOT BEEN CERTIFIED BY ANY EMR/EHR CERTIFICATION BODY;
YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING A SEPARATE CERTIFIED MEDICAL RECORD SYSTEM AND FOR ALL JURISDICTIONAL EMR CERTIFICATION REQUIREMENTS APPLICABLE TO YOUR PRACTICE.

ASSISTANT CHAT — EVIDENCE-BASED Q&A DISCLAIMER: THE STANDALONE ASSISTANT CHAT IS AN INFORMATIONAL TOOL AND IS NOT A CLINICAL DECISION SUPPORT SYSTEM, A MEDICAL DEVICE, OR A SUBSTITUTE FOR INDEPENDENT MEDICAL JUDGMENT. IN ADDITION TO THE GENERAL DISCLAIMERS ABOVE, THE FOLLOWING APPLY SPECIFICALLY TO ASSISTANT-GENERATED ANSWERS:

ASSISTANT ANSWERS ARE PRODUCED BY LARGE LANGUAGE MODELS AND MAY BE INCOMPLETE, OUTDATED, INACCURATE, OR HALLUCINATED, EVEN WHEN ACCOMPANIED BY CITATIONS;
LITERATURE CITATIONS ARE RETRIEVED FROM A LOCAL INDEX OF PUBLISHED LITERATURE AND ARE PROVIDED FOR YOUR INDEPENDENT VERIFICATION; WE DO NOT WARRANT THE CURRENCY, COMPLETENESS, AUTHORITATIVENESS, OR APPLICABILITY OF ANY CITED SOURCE TO ANY PARTICULAR PATIENT;
AN ANSWER MAY MISCHARACTERIZE, OVERGENERALIZE, OR MISAPPLY THE CONTENT OF A CITED SOURCE — YOU MUST READ THE ORIGINAL SOURCE BEFORE RELYING ON IT;
THE ASSISTANT DOES NOT KNOW YOUR PATIENT'S COMPLETE HISTORY UNLESS YOU PROVIDE IT IN THE QUESTION; ANSWERS ARE NOT INDIVIDUALIZED TO ANY PATIENT;
THE ASSISTANT IS NOT INTENDED FOR USE IN EMERGENCY OR TIME-CRITICAL CLINICAL DECISIONS;
PRESCRIBING, DIAGNOSTIC, AND TREATMENT DECISIONS REMAIN SOLELY YOUR PROFESSIONAL RESPONSIBILITY AND MUST BE BASED ON YOUR INDEPENDENT EVALUATION OF THE PATIENT, AUTHORITATIVE CLINICAL GUIDELINES, AND CURRENT PRESCRIBING INFORMATION;
YOU MUST VERIFY ANY DRUG NAME, DOSAGE, INTERACTION, CONTRAINDICATION, OR CLINICAL RECOMMENDATION SURFACED BY THE ASSISTANT AGAINST AN INDEPENDENT, AUTHORITATIVE SOURCE BEFORE ACTING ON IT;
IF YOU CHOOSE TO INCLUDE PATIENT CONTEXT (INCLUDING PHI) IN AN ASSISTANT QUESTION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY AND ALL REQUIRED CONSENTS, AUTHORIZATIONS, AND BAA COVERAGE TO DO SO, AND THAT SUCH INCLUSION COMPLIES WITH THE MINIMUM-NECESSARY PRINCIPLE UNDER HIPAA AND ANALOGOUS OBLIGATIONS UNDER PIPEDA, QUEBEC LAW 25, GDPR, AND OTHER APPLICABLE LAWS;
WE DISCLAIM ALL LIABILITY ARISING FROM RELIANCE ON ASSISTANT-GENERATED ANSWERS OR THE PRESENCE, ABSENCE, OR CONTENT OF ANY CITATION.

VISIT AGENT AND AI-GENERATED DRAFTS: AI-GENERATED DRAFTS, INCLUDING LETTERS, PATIENT INSTRUCTIONS, FORM VALUES, MESSAGE REPLIES, FAX SUMMARIES, SUGGESTED PATIENT MATCHES AND PROPOSED NOTE EDITS, MAY BE INCOMPLETE OR WRONG. YOU MUST REVIEW AND, WHERE NEEDED, CORRECT EACH ONE BEFORE YOU APPROVE IT. APPROVAL IS YOUR DECISION, AND YOU ARE RESPONSIBLE FOR WHAT YOU APPROVE AND SEND. WE DO NOT WARRANT THE DELIVERY OF ANY TRANSMISSION BY A THIRD-PARTY DELIVERY SERVICE.

9.3. Service Levels:

If and when a Service Level Agreement (the "SLA") is attached to or referenced in your Order, that SLA is incorporated into these Terms by reference and defines the applicable uptime commitment, support severity tiers, target response and resolution times, and any service credits.
Until an SLA is attached to an Order, no specific uptime percentage or service-credit remedy is offered, and availability is governed by the commercially reasonable efforts standard in Section 9.1.

LIMITATION OF LIABILITY

10.1. General Cap:

EXCEPT AS PROVIDED IN SECTION 10.2 AND SECTION 10.3, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO TRANSCRIBE HEALTH FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE TOTAL FEES PAYABLE BY YOU UNDER THE APPLICABLE ORDER FOR ITS INITIAL TWELVE (12)-MONTH TERM.
THE FOREGOING CAP APPLIES TO ALL LIABILITY ARISING OUT OF OR RELATING TO A DATA-SECURITY BREACH OR A BREACH INVOLVING PHI OR PERSONAL INFORMATION, WHICH IS NOT SUBJECT TO ANY INCREASED CAP UNDER SECTION 10.2.
NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES, OR FOR LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
As between the parties, the healthcare provider remains solely responsible for all clinical decisions, professional judgment, and the maintenance of the system of record (see Sections 5.3 and 9.2); Transcribe Health is not liable for medical malpractice or patient-care decisions.

10.2. Increased Cap for Enumerated Claims (Supercap):

For liability arising out of (a) either party's breach of its confidentiality obligations; (b) a party's indemnification obligations under Section 11; or (c) infringement or misappropriation of a third party's Intellectual Property Rights, the liability cap in Section 10.1 is increased to two (2) times the amount determined under Section 10.1.
This increased cap is a single aggregate cap for all claims within this Section 10.2 and is not additive across categories.
For the avoidance of doubt, liability for a data-security breach or a breach involving PHI or Personal Information is not within this Section 10.2 and remains subject to the general cap in Section 10.1, consistent with the Business Associate Agreement.

10.3. Uncapped Liability:

Nothing in these Terms limits or excludes either party's liability for: (a) gross negligence, willful misconduct, or fraud; (b) death or personal injury caused by its negligence; or (c) any liability that cannot be limited or excluded under applicable law.

10.4. Insurance:

Upon and after binding cyber/privacy liability, technology errors-and-omissions/professional liability, and commercial general liability insurance coverage, Transcribe Health will maintain such coverage with reputable insurers in amounts commercially appropriate for a business of its size and service category.
Once such coverage is in force, Transcribe Health will, upon written request, provide a certificate of insurance evidencing the coverage then in force.

INDEMNIFICATION

11.1. Indemnification by Transcribe Health. Transcribe Health will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents from and against third-party claims, and resulting damages, losses, and reasonable costs (including reasonable legal fees) finally awarded or agreed in settlement, arising from:

an allegation that the Services, as provided by Transcribe Health and used in accordance with these Terms, infringe or misappropriate a third party's Intellectual Property Rights; and
a third-party claim arising from Transcribe Health's breach of its confidentiality, security, or data-protection obligations to the extent caused by Transcribe Health's negligence, willful misconduct, or breach of these Terms. Indemnification under this bullet is subject to the general liability cap in Section 10.1 and is not within the increased cap in Section 10.2. As between the parties, costs arising from a breach involving PHI or Personal Information are allocated under these Terms and the Data Processing Agreement.

If the Services become, or in Transcribe Health's reasonable opinion are likely to become, the subject of an infringement claim, Transcribe Health may, at its option and expense, procure the right for you to continue using the Services, modify or replace the affected component to make it non-infringing, or, if neither is commercially reasonable, terminate the affected Services and refund prepaid, unused fees. The IP indemnity does not apply to claims arising from your Content, your combination of the Services with non-Transcribe Health products not authorized by Transcribe Health, or your use of the Services in breach of these Terms.

11.2. Indemnification by You. You will defend, indemnify, and hold harmless Transcribe Health and its officers, directors, employees, and agents from and against third-party claims, and resulting damages, losses, and reasonable costs (including reasonable legal fees) finally awarded or agreed in settlement, arising from:

your Content, or an allegation that your Content infringes or misappropriates a third party's rights;
your or your Authorized Users' use of the Services in violation of these Terms, the Privacy Policy, or applicable law;
your failure to obtain any patient consent, authorization, or BAA coverage required for your use of the Services;
your clinical decisions, professional services, or any medical malpractice or patient-care claim; and
your integration of the Services with, or your use of, any third-party or EHR system.

11.3. Indemnification Procedure. The party seeking indemnification must promptly notify the indemnifying party of the claim (provided that failure to give prompt notice relieves the indemnifying party only to the extent it is prejudiced), give the indemnifying party sole control of the defense (except that the indemnifying party may not settle any claim in a manner that imposes any non-monetary obligation or admission on, or that fails to fully release, the indemnified party without that party's prior written consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense. Nothing in this Section 11.3 affects, delays, or subordinates either party's independent statutory or regulatory obligations, including breach-notification obligations under applicable law and under the Business Associate Agreement (including its breach-notification timeline), which apply regardless of any indemnification defense or settlement.

TERM AND TERMINATION

12.1. Term; Termination for Cause:

These Terms remain in effect until terminated.
Either party may terminate these Terms or any Order for convenience on thirty (30) days' written notice, subject to the Order term in Section 8.3.
Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after written notice describing it in reasonable detail.
Transcribe Health may suspend or terminate immediately, without the cure period, only for: (a) your non-payment that remains uncured ten (10) days after a past-due notice; (b) your use of the Services with PHI without an executed BAA where one is required (Section 7.2); (c) your installation or distribution of an unofficial build of the Extension (Section 4.1); or (d) use of the Services that creates an imminent security, legal, or safety risk, for the duration of that risk.

12.2. Effect of Termination:

Access to the Services will cease at the end of the applicable term or any wind-down period.
You must pay all fees accrued through the effective date of termination.
You have thirty (30) days to export your Content (the export window), starting on the date we send your owners written notice that the Services have ended. During the export window your owners and administrators can export your Content in commonly used machine-readable formats; if you no longer have access, write to support@transcribe.health during that window. Deleting your organization in the Services' settings is a termination by you with the same export window. Transcribe Health then deletes your Content from active systems within thirty (30) days, residual backup copies expire within ninety (90) days after the export window, and we provide a certificate of destruction. We keep only audit records without clinical content, billing records, the record of agreements accepted, records of privacy requests and incidents, and records the law requires us to keep.
Sections 6.1, 6.3, 9.2, 10, 11, 13, 14, and 15, and any provision that by its nature should survive, survive termination.

GOVERNING LAW AND DISPUTE RESOLUTION

13.1. Governing Law. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-laws rules.

13.2. Dispute Resolution:

The parties will first attempt in good faith to resolve any dispute through negotiation between authorized representatives.
Any dispute not resolved within thirty (30) days will be finally resolved by binding arbitration administered by the ADR Institute of Canada, Inc. under its Arbitration Rules, by a single arbitrator, seated in Toronto, Ontario, conducted in English.
To the extent permitted by applicable law, the parties waive any right to bring or participate in a class, collective, or representative proceeding.
Each party bears its own costs; arbitrator and administrative fees are shared equally, subject to reallocation by the arbitrator.
Either party may seek interim or injunctive relief from the Ontario Superior Court of Justice, sitting in Toronto, to protect its Intellectual Property Rights or Confidential Information, or to prevent or stop an unauthorized collection, use, disclosure or retention of personal health information, pending arbitration.

CONTACT INFORMATION

Transcribe Health Corporation Email: legal@transcribe.health (contract / agreement notices, governing-law correspondence, BAA / DPA enquiries) Email: hello@transcribe.health (general contact)

Mailing Address: Transcribe Health Corporation Unit 523 - 8 Telegram Mews Toronto, Ontario, M5V 3Z5 Canada

GENERAL PROVISIONS

15.1. Entire Agreement:

These Terms, together with the applicable Order Form, Business Associate Agreement, Data Processing Agreement, and Privacy Policy, constitute the complete agreement between the parties regarding the Services.
They supersede all prior agreements, representations, and understandings relating to the Services.
Modifications must be in writing (other than updates made under Section 18).

15.2. Severability:

Invalid provisions shall be modified to be enforceable;
Remaining provisions remain in full effect.

15.3. Force Majeure:

Neither party is liable for events beyond reasonable control;
Affected party must notify other party promptly.

15.4. Assignment:

Neither party may assign these Terms without the other party's prior written consent, not to be unreasonably withheld or delayed, except that either party may assign these Terms in their entirety, on written notice and without consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
Where Transcribe Health assigns to a successor, the successor must assume these Terms, the Data Processing Agreement (including Schedule D where it applies) and, where it applies, the Business Associate Agreement; if the successor does not assume them, you may terminate the affected Services on written notice and receive a refund of prepaid, unused fees.
Any other purported assignment is void. These Terms bind and benefit the parties' permitted successors and assigns.

15.5. Notices:

Notices must be in writing;
Notices are effective upon receipt.

15.6. Order of Precedence:

If there is a conflict among the documents comprising the agreement between the parties, the following order of precedence governs the conflicting term: (1) the executed Order Form; (2) where it applies, Schedule D of the Data Processing Agreement (Canadian Health Information Services Schedule), for the information it covers and except for liability, indemnity, governing law and dispute resolution; (3) the Business Associate Agreement, where it applies (it does not apply where Schedule D applies); (4) the Data Processing Agreement; (5) these Terms of Service; and (6) the Privacy Policy. Outside of a direct conflict, all such documents apply together.

15.7. No Third-Party Beneficiaries:

These Terms, the Data Processing Agreement and the Business Associate Agreement are made only for the benefit of the parties and their permitted successors and assigns. No patient or other person has any right to enforce them. This does not affect any right an individual has under applicable privacy law.

HIPAA AND CANADIAN HEALTH PRIVACY COMPLIANCE

16.1. Healthcare Users:

If you are a healthcare provider, health plan, healthcare clearinghouse, or business associate subject to HIPAA regulations, you acknowledge and agree that:
- You are solely responsible for your compliance with HIPAA, PIPEDA, applicable provincial health privacy legislation, and other applicable laws;
- You must determine whether a BAA is required for your use of the Services;
- You must execute a BAA with us before using the Services with any PHI;
- You must implement appropriate administrative, physical, and technical safeguards.

16.2. Canadian Health Privacy Compliance:

If you are a healthcare provider or health information custodian in Canada, you acknowledge and agree that:
- You must comply with PIPEDA and any applicable provincial health privacy legislation, including the Personal Health Information Protection Act (Ontario), the Health Information Act (Alberta), Law 25 and the Quebec Privacy Act, the Personal Information Protection Act (British Columbia), the Health Information Protection Act (Saskatchewan), and the Personal Health Information Acts of Manitoba, New Brunswick, and Newfoundland and Labrador;
- You are responsible for obtaining all required consents under applicable provincial legislation before using the Services with personal health information;
- You must ensure that any cross-border transfers of personal health information comply with applicable provincial restrictions.
- If you are located in Ontario, Alberta or British Columbia, Schedule D of the Data Processing Agreement sets out our role as your agent, information manager or service provider and the terms your provincial law requires, and the Business Associate Agreement does not apply to you.

16.3. PHI Processing:

We process PHI only as permitted by the applicable BAA or, where it applies, Schedule D of the Data Processing Agreement;
We will maintain reasonable and appropriate safeguards;
We will report security incidents as required by HIPAA and the BAA;
We will make our facilities and documentation available for audit as required.

16.4. SOC 2:

Transcribe Health designs and operates its security controls to the AICPA SOC 2 Trust Services Criteria (Security, Availability, Confidentiality, and Privacy) and is preparing for a SOC 2 Type II examination. Once issued, the report will be made available to customers under a non-disclosure agreement upon request.

16.5. User Representations:

By using the Services with PHI, you represent and warrant that:
- You have obtained all necessary consents and authorizations;
- You have executed a BAA with us or, where Schedule D of the Data Processing Agreement applies, accepted the Data Processing Agreement including Schedule D;
- You are in compliance with all applicable privacy laws.

PATIENT CONSENT AND NOTICE REQUIREMENTS

17.1. Express Consent Requirements:

You are responsible for obtaining express consent from each patient before using our AI transcription service with their PHI
You must inform patients that their conversations may be recorded and processed using AI technology
You must provide patients with the ability to opt-out without impacting their healthcare
Template patient notice and consent wording for clinics in Ontario, Alberta and British Columbia is in Annex B of Schedule D of the Data Processing Agreement.

17.2. Privacy Notice Requirements:

You must update your privacy policies to include references to:
- The use of AI transcription services
- The recording of patient encounters
- The retention practices applicable to data processed by the Services (see Section 7.4)
- Data residency (where applicable)

17.3. Physician Responsibilities:

You must review and edit all AI-generated documentation to ensure accuracy
You are responsible for maintaining complete and accurate medical records
You must comply with all applicable laws, regulations, and professional standards
On written request and under a mutual non-disclosure agreement, Transcribe Health will make available, no more than once per year, then-current compliance documentation, which once available will include a SOC 2 Type II report and a HIPAA Security Rule attestation. Until such reports are issued (see Section 16.4), Transcribe Health will provide a written summary of its current compliance posture in their place.

MODIFICATIONS TO THESE TERMS

Transcribe Health may update these Terms from time to time.
For any change that materially and adversely affects your rights or obligations, Transcribe Health will provide at least thirty (30) days' advance written notice through the in-product agreement-notice and re-acceptance flow (or by email to your administrative contact) before the change takes effect.
If a material change adversely affects you, you may terminate the affected Services without penalty by giving written notice before the change's effective date, and Transcribe Health will refund any prepaid, unused fees for the terminated Services.
Changes that are not material (for example, clarifications, contact-information updates, or changes required by law) may take effect on posting.
Fee changes apply only at the start of a renewal term, except that Transcribe Health may pass through documented increases in third-party fees on thirty (30) days' notice, with any such pass-through increase capped at the actual third-party increase.
This Section 18 does not apply to the Business Associate Agreement, which is amended only as provided therein. Changes to Schedule D of the Data Processing Agreement are governed by Section 11 of Schedule D.
Your continued use of the Services after a change's effective date, following notice, constitutes acceptance of the updated Terms.

By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.