Terms of Service

1. Introduction

These Terms of Service ("Terms") constitute a binding agreement between you ("Clinician", "you") and Northern Health Innovations Inc. ("NORHI", "we", "us"), a Canadian corporation, governing your use of the NORHI Scribe clinical documentation service ("Service").

By subscribing to or using the Service, you also agree to NORHI's General Terms of Use available at https://norhi.ca/terms/ (the "General Terms") and, where your subscription includes the NUAMP platform, the NUAMP Terms of Use, each of which is incorporated by reference into these Terms. In the event of a conflict between these Terms and either the General Terms or the NUAMP Terms of Use — including any conflict as to governing law or dispute resolution — these Terms shall govern with respect to the NORHI Scribe service, and disputes relating to the NORHI Scribe service shall be resolved by binding arbitration as set out in Section 11(b).

Where you use the Service to process personal health information, the Healthcare Data Processing Agreement at https://pay.norhi.ca/checkout/norhi-scribe/healthcare-dpa/ applies and is incorporated by reference into these Terms.

If you do not agree to these Terms or the General Terms, do not use the Service.

2. Service Description

(a) Purpose. NORHI Scribe is an AI-powered tool that assists licensed clinicians in documenting patient encounters. The Service transcribes audio and generates structured clinical notes (SOAP notes, consult notes, brief communications) using artificial intelligence.

(b) AI-Assisted Tool. The Service is a clinical documentation aid, not a replacement for professional clinical judgment. All AI-generated content must be reviewed, edited, and approved by the Clinician before use in any medical record, chart, or communication. NORHI does not provide medical advice, diagnosis, or treatment recommendations.

(c) Not a Medical Device. The Service is not a medical device and is not intended for use in diagnosing, treating, mitigating, or preventing a disease, disorder, or abnormal physical state, or any of their symptoms. The Service is not designed or intended to be a substitute for professional medical advice or judgment. The Service provides no diagnostic, treatment, or clinical decision-support output: it generates draft documentation only. Consistent with Section 3(b), every output is subject to independent review, editing, and approval by the Clinician, exercising independent professional judgment, before any clinical use, and the Clinician does not rely on the Service as a basis for any clinical decision.

(d) Infrastructure. Transcription and note generation occur on Canadian infrastructure under the exclusive control of NORHI. AI inference is performed using locally deployed models on NORHI-controlled hardware, and NORHI does not transmit such data to any third-party AI service or model provider. Audio from clinical encounters is processed in server memory and, by design, is not written to disk, object storage, or other persistent medium.

3. Subscription and Fees

(a) Subscription Fee. The Service is offered at the subscription fee shown at checkout and confirmed in your order confirmation, billed per Clinician account at the billing frequency (for example, monthly, quarterly, or annually) shown at checkout for the plan you select.

(b) Term. The subscription renews automatically at the end of each billing period (monthly, quarterly, or annually, as selected at checkout) and continues until cancelled by either party.

(c) Payment. Payments are processed through Helcim, a Canadian payment processor. All fees are in Canadian dollars and are exclusive of applicable taxes (HST/GST). You authorize NORHI to charge your payment method on a recurring basis at the billing frequency selected at checkout.

(d) Cancellation. You may initiate a cancellation request at any time by sending an email to info@norhi.ca. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods.

(e) Non-Payment. If payment fails, NORHI will attempt to collect payment for seven (7) days. If payment is not received, your account will be suspended. Data in suspended accounts is retained and deleted in accordance with the retention policy described in Section 5.

(f) 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 3(d) 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.

4. Clinician Responsibilities

(a) Licensure. You represent and warrant that you are a licensed healthcare professional authorized to practice in your jurisdiction. NORHI reserves the right to verify licensure status.

(b) Patient Consent. You are solely responsible for obtaining appropriate patient consent before recording any clinical encounter. NORHI does not obtain consent from patients on your behalf. You must comply with all applicable privacy legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA), provincial health information privacy statutes (e.g., PHIPA in Ontario, HIA in Alberta), and any professional regulatory requirements.

(c) Review of AI Output. You must review and verify all AI-generated clinical notes before incorporating them into any patient record. AI-generated content may contain errors, omissions, or inaccuracies. You are solely responsible for the accuracy and completeness of any clinical documentation that bears your name or signature.

(d) Account Security. You are responsible for maintaining the security of your account credentials, including your password and two-factor authentication device. You must not share your credentials with any other person. You must notify NORHI immediately at info@norhi.ca if you believe your account has been compromised.

(e) Acceptable Use. You agree not to: (i) use the Service for any unlawful purpose; (ii) attempt to access another user's account or data; (iii) interfere with the operation of the Service; (iv) reverse engineer, decompile, or disassemble any component of the Service; or (v) use the Service to process data for more patients than reasonably expected for a single clinician practice.

(f) Endpoint Security. You are responsible for the security of any device you use to access the Service. You must ensure that each such device is: (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. Where you access the Service for or on behalf of an organization or a health-information custodian, responsibility for meeting these requirements rests with you, your organization, the custodian, or the custodian's delegate, as applicable. NORHI's safeguards apply to the Service and the data processed on NORHI infrastructure and do not extend to the access devices within your control.

5. Data Handling and Retention

(a) Data Location. Data, including transcriptions, clinical notes, and account information, is stored and processed on Canadian infrastructure. The Service is designed and operated so that this data is not transferred outside Canada, and NORHI does not transfer it outside Canada except with your consent or as required by law.

(b) Data Isolation. Each Clinician's data is logically isolated. No other user, including NORHI administrators, can access your clinical data without your explicit authorization, except as required by law.

(c) Audio Processing. Audio from clinical encounters is captured in short segments in your browser and transmitted to NORHI's servers via encrypted connection. Each audio segment is processed in server memory (RAM) only — typically for a few seconds — to produce a text transcription. Upon completion of transcription, the audio data is released from memory and garbage collected. By design, audio is not written to disk, object storage, database, backup media, or other persistent medium, and NORHI does not create, store, or retain audio files.

(d) Retention Period. Transcriptions, clinical notes, hand notes, and encounter metadata are deleted no later than ninety (90) days after creation. This retention limit cannot be extended. It is your responsibility to export or transfer any clinical documentation to your permanent medical records within this period.

(e) Account Data. Account information (username, email, login history) is retained for the duration of the subscription and for ninety (90) days after account deactivation, after which it is permanently deleted.

(f) Backup. NORHI maintains encrypted database backups on Canadian infrastructure for disaster recovery purposes. Backups are subject to the same retention and deletion schedules as primary data. Audio is not included in backups, as it is never persisted to any storage medium.

6. Security

NORHI implements the following security measures to protect your data:

1. Encrypted connections (TLS) for all data in transit, including audio segments from browser to server.
2. Mandatory two-factor authentication (TOTP) for all accounts.
3. Minimum 12-character passwords with lockout after five failed attempts.
4. Session timeout after eight (8) hours of inactivity.
5. Complete audit trail of all account activity.
6. Network-level isolation of application, database, and storage components.
7. WireGuard encrypted mesh networking between infrastructure nodes.
8. In-memory-only audio processing with no persistence to disk or object storage.

7. Intellectual Property and Data Use

(a) 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 AI models and components, 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 models or components.

(b) Clinician Content. You retain ownership of all clinical content generated through the Service, including transcriptions and clinical notes. NORHI does not claim any ownership interest in your clinical data.

(c) No Model Training. NORHI does not use your audio, transcriptions, or clinical notes to fine-tune AI models or otherwise modify model weights. Audio is processed in memory only and immediately discarded; transcriptions and notes are used solely to provide the Service to you and are not incorporated into any AI model.

(d) Feedback. If you voluntarily provide suggestions, feature requests, bug reports, usability observations, 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. For clarity, Feedback does not include audio from clinical encounters, transcriptions, clinical notes, or any patient data — such clinical data remains subject to the protections in Sections 5 and 7(c) at all times, and this Section 7(d) does not modify those protections in any way. To the extent the General Terms contain provisions relating to feedback, this Section 7(d) shall govern with respect to the Service.

8. Limitation of Liability

(a) No Medical Liability. NORHI is not a healthcare provider. The Service is a documentation tool. NORHI is not liable for any clinical decisions made based on AI-generated content, including errors in transcription or note generation.

(b) Service Availability. NORHI provides the Service on an "as is" and "as available" basis. NORHI does not guarantee uninterrupted, error-free, or continuous availability of the Service. NORHI will use commercially reasonable efforts to maintain availability but is not liable for downtime.

(c) Maximum Liability. To the maximum extent permitted by law, NORHI's total aggregate liability under these Terms shall not exceed the greater of (a) the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars ($100 CAD).

(d) Exclusion of Damages. In no event shall NORHI be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of data, loss of revenue, or loss of profits, arising from or related to the Service.

(e) Quebec. THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING QUEBEC, DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS IN THIS SECTION MAY NOT APPLY AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE EXTENT THAT NORHI MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR CONDITION, THE SCOPE AND DURATION OF SUCH WARRANTY OR CONDITION SHALL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

(f) Exceptions. 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 subsections (c) and (d) do not apply to your indemnification obligations under Section 9. 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 and otherwise to the maximum extent permitted by law.

9. Indemnification

You agree to indemnify and hold harmless NORHI, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from: (a) your use of the Service; (b) your breach of these Terms; (c) your failure to obtain patient consent; or (d) your reliance on AI-generated content without appropriate clinical review.

10. Termination

(a) By You. You may terminate these Terms by cancelling your subscription as described in Section 3(d).

(b) By NORHI. NORHI may suspend or terminate your account immediately if: (i) you breach these Terms; (ii) you engage in conduct that is harmful to other users or NORHI's infrastructure; (iii) NORHI is required to do so by law; or (iv) NORHI discontinues the Service.

(c) Effect of Termination. Upon termination, your access to the Service will cease. Data will be retained and deleted in accordance with Section 5. Sections 7, 8, 9, and 11 survive termination.

11. General Provisions

(a) 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 principles.

(b) Dispute Resolution. Any dispute arising from these Terms shall be resolved by binding arbitration in Toronto, Ontario, in accordance with the Arbitration Act, 1991 (Ontario). Notwithstanding the foregoing, either party may seek injunctive or other equitable relief, and NORHI may pursue claims for unpaid fees or for the protection of its intellectual property rights or confidential information, in any court of competent jurisdiction.

(c) Amendments. NORHI may amend these Terms (other than changes to the subscription fee, which are governed by Section 3(f)) 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.

(d) Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

(e) Entire Agreement. These Terms, together with the General Terms of Use at https://norhi.ca/terms/ and the Privacy Policy at https://norhi.ca/privacy/, constitute the entire agreement between you and NORHI with respect to the Service.

(f) 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.

12. Contact

Northern Health Innovations Inc.
5600-100 King Street West
Toronto, Ontario M5X 1A9
Canada

Email: info@norhi.ca
Phone: (647) 601-5499
Toll-free: (844) 283-3615