NUAMP

These Terms of Use ("Terms") govern your access to and use of NUAMP, NORHI's cloud-based productivity and AI service, together with its features and any related services (collectively, the "Service") provided by Northern Health Innovations Inc. ("Norhi", "we", "us", or "our"). By accessing or using the Service, you agree to be bound by these Terms.

1. Service Description

NUAMP is a hosted core service that may include email, calendar, task management, AI-assisted information retrieval, voice-to-text transcription, and AI inference, among other features. NUAMP may also include or provide access to additional NORHI services. The specific features available to you depend on the subscription you select and may change over time. Some features or additional services may require payment of additional fees, which will be disclosed to you before you incur them. AI features of the Service operate on NORHI-controlled infrastructure in Canada and are designed so that your content is not transmitted to any third-party artificial intelligence service or model provider.

2. Eligibility and Access Requirements

By using the Service, you represent and warrant that:

• You are at least 18 years of age.
• You are located in Canada.
• If you are registering on behalf of an organization, you have the authority to bind that organization to these Terms.

3. Business and Professional Use Only

This Service is provided exclusively for business, professional, or organizational use.

The Service is sold to organizations—such as corporations, professional practices, clinics, government bodies, or non-profits—and to professionals, for use in their operations, service delivery, or internal purposes, and not for personal, household, or consumer use. The purchaser is presumed to possess commercial sophistication and bargaining power, and consumer protection statutes applicable to individual consumers do not apply.

4. Geographic Restrictions

Availability: The Service is offered to customers and organizations located in Canada only.

Access: You will access the Service from within Canada. You may access the Service temporarily while traveling outside Canada, though access may be limited or blocked due to security measures.

International Inquiries: For inquiries regarding availability outside Canada, please visit norhi.ca or contact us at info@norhi.ca.

5. Account Security

You are responsible for maintaining the security and confidentiality of your account credentials, including your password and any two-factor authentication method or device. You must not share your credentials with any other person, and you are responsible for all activity that occurs under your account. You are responsible for safeguarding the devices you use to access the Service. You must notify NORHI immediately at info@norhi.ca if you know or suspect that your credentials or account have been lost, stolen, or compromised, or of any other breach of security relating to the Service.

Endpoint Security. You, your organization, or — where the Service is used in connection with health information — the applicable custodian or the custodian's delegate, are responsible for the security of any device used to access the Service. Each such device must be: (i) kept current with operating-system and application security updates; (ii) protected by full-disk encryption; (iii) configured to lock automatically after a short period of inactivity and to require a password, passcode, PIN, or biometric to unlock; and (iv) capable of being remotely locked and wiped if it is lost or stolen. NORHI's safeguards apply to the Service and the data processed on NORHI infrastructure and do not extend to the access devices within your or your organization's control.

6. AI-Powered System Acknowledgments

The Service utilizes artificial intelligence technologies, including for information retrieval, voice-to-text transcription, and inference. By using the Service, you acknowledge and understand that:

• AI systems may produce incorrect, incomplete, or misleading outputs.
• Outputs should not be used as a substitute for professional judgment or advice.
• You must independently verify any outputs before relying on them.
• The AI may not have current information and outputs may be outdated.
• Due to the probabilistic nature of AI, outputs may vary and may not be unique across users.
• The Service is not a medical device and is not intended to diagnose, treat, or prevent any disease or condition. It provides no diagnostic, treatment, or clinical decision-support output, and all output must be independently reviewed and verified by you before any reliance or use.

7. Acceptable Use Policy

7.1 Prohibited Content. You will not enter into the Service:

• Sensitive personal information (such as Social Insurance Numbers, financial account numbers, or health information of individuals other than in the normal course of your authorized use)
• Critical information where errors could cause significant harm
• Information you do not have the right to process or share

7.2 Prohibited Activities. You may not use the Service for:

• Illegal activities — any use that violates applicable laws or regulations
• Critical systems — systems where failure could result in death, injury, or significant damage
• Actions without appropriate human oversight
• Generating harmful content — creating malicious, deceptive, defamatory, or illegal content
• Circumventing security measures or attempting to access systems without authorization
• Any use that could harm Norhi, other users, or third parties

7.3 Reasonable Use. Your use of the Service is subject to reasonable use limits. Norhi reserves the right to throttle, suspend, or terminate access if usage patterns are deemed excessive, abusive, or outside the scope of normal business operations. Norhi will endeavor to provide notice before taking such action, except in cases of emergency or abuse.

8. Fees and Additional Services

8.1 Subscription Fees. The fees for your subscription are those shown at checkout and confirmed in your order confirmation, billed at the billing frequency (for example, monthly, every three months, or annually) shown at checkout for the plan you select. All fees are in Canadian dollars and exclusive of applicable taxes. Your subscription renews automatically at the then-current fee for the period you selected until cancelled in accordance with Section 10.2.

8.2 Fee Changes. Norhi may change the subscription fee for the Service, effective as of a renewal of your billing period, by giving you at least thirty (30) days' notice before the change takes effect, sent to your registered email address. If you do not agree to a fee change, you may cancel as described in Section 10.2 before it takes effect; your continued use of the Service after the effective date constitutes acceptance of the revised fee. Any promotional or introductory pricing applies only for the period stated at checkout, after which the standard fee then in effect applies.

8.3 Additional Terms and Other Services. Your subscription may include or provide access to other NORHI services that are governed by additional terms. Where your subscription includes NORHI Scribe, your use of the NORHI Scribe service is also governed by the NORHI Scribe Terms of Service, the NORHI Scribe Privacy Policy, and the Healthcare Data Processing Agreement, which you accept at checkout and which are incorporated by reference into these Terms. To the extent any such additional terms conflict with these Terms in respect of the service to which they apply, those additional terms govern with respect to that service. Optional or add-on services may be subject to additional fees, which will be disclosed to you before you incur them.

9. Intellectual Property

9.1 NORHI Property. The Service, including its software, user interfaces, and documentation, is the property of Northern Health Innovations Inc. or its licensors and is protected by Canadian and international intellectual property laws. The Service incorporates open-source and other third-party software and AI models, which remain the property of their respective owners and are provided under their own license terms (license information is available in NORHI's Open-Source Software Notices at https://norhi.ca/oss/); NORHI does not claim ownership of those third-party components or models. NORHI retains all right, title, and interest in and to the Service, including any modifications, enhancements, and improvements to it.

9.2 Your Content. You retain all rights in the content and data you provide to the Service ("Customer Content"). You grant NORHI a limited, non-exclusive licence to host, process, and transmit Customer Content solely as necessary to provide, maintain, and secure the Service. NORHI does not claim ownership of your Customer Content.

9.3 Feedback. If you voluntarily provide suggestions, feature requests, or other feedback regarding the Service ("Feedback"), you grant NORHI a non-exclusive, perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify, and incorporate such Feedback into the Service and NORHI's other products and services, without compensation or attribution.

10. Termination

10.1 Termination by Norhi. Norhi may terminate or suspend your access to the Service at any time, for any reason or no reason, with or without notice. Without limiting the foregoing, Norhi may terminate access immediately if you breach these Terms or engage in any prohibited activity.

10.2 Termination by You. You may discontinue use of the Service at any time. If you wish to formally terminate your account, contact Norhi at info@norhi.ca.

10.3 Effect of Termination. Upon termination, your right to access and use the Service will immediately cease. Sections of these Terms that by their nature should survive termination will survive, including disclaimers, limitations of liability, intellectual property, and dispute resolution provisions.

11. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

NORHI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY OUTPUTS WILL BE ACCURATE, COMPLETE, OR RELIABLE. YOU USE THE SERVICE AND RELY ON ANY OUTPUTS AT YOUR OWN RISK.

THE SERVICE IS NOT A SUBSTITUTE FOR PROFESSIONAL MEDICAL, LEGAL, FINANCIAL, OR OTHER PROFESSIONAL ADVICE. YOU REMAIN SOLELY RESPONSIBLE FOR ALL DECISIONS AND ACTIONS TAKEN BASED ON OUTPUTS FROM THE SERVICE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL NORHI OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY.

NORHI'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO NORHI IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).

NOTHING IN THESE TERMS EXCLUDES OR LIMITS NORHI'S LIABILITY TO THE EXTENT IT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NORHI'S NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION. THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO YOUR INDEMNIFICATION OBLIGATIONS UNDER SECTION 13. IF ANY LIMITATION IN THIS SECTION IS HELD UNENFORCEABLE WITH RESPECT TO A PARTICULAR HEAD OF LIABILITY, IT WILL CONTINUE TO APPLY TO EVERY OTHER HEAD OF LIABILITY.

13. Indemnification

You agree to indemnify, defend, and hold harmless Norhi and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your breach of these Terms; (c) your violation of any applicable law or regulation; or (d) any content you submit to or through the Service.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles. Any dispute arising out of or related to these Terms or the Service will be resolved exclusively in the courts located in Toronto, Ontario, Canada, and you consent to the personal jurisdiction of such courts. Where your subscription includes a service governed by additional terms that specify a different dispute resolution process (such as the binding arbitration provided for in the NORHI Scribe Terms of Service), those additional terms govern disputes relating to that service.

15. General Provisions

15.1 Entire Agreement. These Terms, together with any applicable Order Form or Agreement and the additional terms referenced in Section 8, constitute the entire agreement between you and Norhi regarding the Service.

15.2 Amendments. Norhi may amend these Terms (other than changes to the subscription fee, which are governed by Section 8.2) by providing thirty (30) days' written notice to your registered email address. Your continued use of the Service after the effective date of an amendment constitutes acceptance of the modified Terms.

15.3 Severability. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

15.4 Waiver. Norhi's failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

15.5 Assignment. You may not assign or transfer these Terms or your rights hereunder without Norhi's prior written consent. Norhi may assign these Terms without restriction.

Acceptance of Terms

By completing the online order process at norhi.ca—including checking the required agreement boxes and submitting payment—you acknowledge that you have read, understood, and agree to be bound by these Terms of Use. No physical or electronic signature is required.