Terms of Service | Transcribe Health

TERMS OF SERVICE

Last Updated: June 19, 2026 Version v2026.06

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, the standalone Assistant chat (a persistent chat surface where Authorized Users may submit clinical questions and receive AI-generated answers with citations to public medical literature), the Transcribe Health Medical Scribe Chrome extension (a browser-side component that captures and client-side-encrypts clinical-encounter audio, 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.
"Assistant Conversations" means the persistent, server-stored chat threads created when an Authorized User interacts with the standalone Assistant 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, Assistant 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.
"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.

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 that audio client-side before 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.

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 except as expressly permitted in Section 6.3.
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 (a) Content subject to mandatory legal or regulatory retention as described in Section 7.4, and (b) residual encrypted copies in routine backups, which are not accessed and which age out on a bounded backup-retention cycle.

6.3. No AI Training on Customer Content:

Transcribe Health will not use Customer Content — including Transcriptions, Assistant Conversations, PHI, Personal Information, or any de-identified, anonymized, or aggregated derivative of Customer Content — to train, fine-tune, develop, or otherwise improve any general-purpose or third-party artificial-intelligence or machine-learning model, without your prior written opt-in.
Transcribe Health's third-party AI subprocessors process Customer Content under zero-retention terms: they retain no Customer Content after returning the output, and they are contractually prohibited from using Customer Content to train or improve their models. The current subprocessor list is published at the Transcribe Health Trust Center (Section 7.3).
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.

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.

7.3. Data Storage and Transfer:

Content is stored in secure data centers 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.
Mandatory retention minimums. Certain Content is subject to mandatory legal and regulatory retention and is held for the applicable minimum period notwithstanding any deletion or export request: source audio is retained for a minimum of ninety (90) days; transcripts and associated medical-record documentation are retained for a minimum of seven (7) years (which meets the six (6)-year HIPAA documentation floor); and any opt-in short-retention configuration you select (between one (1) and thirty (30) days) applies only to categories of Content not subject to a mandatory minimum. These minimums override the deletion and export windows in this Section 7.4 and in Section 12.2 to the extent of any conflict.
Sessions, voice recordings, transcriptions, and generated documents: By default, and regardless of any optional retention policy, audio recordings are automatically and permanently deleted 90 days after transcription is completed, and transcript and session records are retained for seven (7) years (subject to a six-year HIPAA minimum) and then automatically deleted. These default windows apply to every organization and are enforced automatically by the platform. Separately, your organization may optionally enable an earlier automatic-deletion policy, configurable in 1-day to 30-day windows and disabled by default; when enabled, it deletes Content earlier than the default windows. If your organization does not enable the optional policy, the mandatory default windows above still apply.
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 Customer Content) for security, billing, capacity-planning, and service-operation purposes. Transcribe Health does not retain or use de-identified or aggregated derivatives of Customer Content for AI or machine-learning model training (see Section 6.3).
Account data: Deleted within thirty (30) days of account termination, except where retention is required by law or by the mandatory minimums above. 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:

Unless an Order Form, Statement of Work, or enterprise agreement (each, an "Order") states otherwise, each Order has an initial term as stated in the Order and automatically renews for successive twelve (12)-month terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Where an Order specifies a different term or renewal mechanism, the Order controls.

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 PUBLIC SOURCES AT THE TIME OF THE QUERY 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.

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, allocation of costs arising from a breach involving PHI or Personal Information is governed by the Business Associate 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.
For thirty (30) days following termination, Transcribe Health will, on your request, provide you read-only access to export your Content in a commonly used machine-readable format (such as CSV or JSON). After that thirty (30)-day window, Transcribe Health will delete your Content in accordance with Section 7.4, except for (i) Content subject to the mandatory retention minimums in Section 7.4, (ii) residual encrypted backup copies that are not accessed and that age out on a bounded backup-retention cycle, and (iii) retention otherwise required by law or the Business Associate Agreement.
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 a court of competent jurisdiction in Ontario to protect its Intellectual Property Rights or Confidential 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 and the Business Associate Agreement; if the successor does not assume the Business Associate Agreement, 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) the Business Associate Agreement; (3) the Data Processing Agreement; (4) these Terms of Service; and (5) the Privacy Policy. Outside of a direct conflict, all such documents apply together.

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.

16.3. PHI Processing:

We process PHI only as permitted by the applicable BAA;
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 Compliance:

Transcribe Health aligns its control environment with the AICPA SOC 2 Trust Services Criteria (Security, Availability, Confidentiality, and Privacy). A formal SOC 2 Type II attestation is in progress. No SOC 2 report currently exists, and none is represented as available; once an attestation has been completed, Transcribe Health will make a report available to customers under NDA 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;
- 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

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 exist (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.
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.