Terms of Use

1. The parties and the service

This Agreement is between the person or organization that accesses the Service ("Customer", "you") and CentaurMD, meaning the operator of the CentaurMD service identified in the applicable order form, invoice, onboarding record, or billing record ("CentaurMD", "we", "us").

Subject to this Agreement and payment of applicable fees, CentaurMD grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to install, access, and use CentaurMD's optional local call transcription, protected clinical AI, documentation, clinical query, billing-support, workflow, optional synchronization, and related software services for your internal professional healthcare operations in Canada.

2. Authorized users and account security

Access is limited to licensed or regulated healthcare professionals, authorized clinic staff, contractors acting under appropriate supervision, and other users expressly approved by Customer. Each account is assigned to one named user unless CentaurMD expressly authorizes another arrangement in writing.

You are responsible for credential security, all activity conducted through your account, and timely notice of any suspected unauthorized access. You must maintain accurate registration information and may not impersonate another person or organization.

3. Clinical-use conditions

CentaurMD may generate transcripts, summaries, clinical suggestions, differential prompts, referral drafts, forms, billing suggestions, and other outputs. All such outputs are support tools only. You remain solely responsible for verifying completeness, accuracy, clinical appropriateness, and patient-specific safety before relying on or incorporating any output into the medical record or patient care.

You must exercise independent professional judgment and comply with all applicable professional standards, including those set by the College of Physicians and Surgeons of Alberta (CPSA), facility policies, and applicable Canadian laws and regulations.

Unless explicitly stated otherwise in writing for a specific regulated use, the Service is not provided as an autonomous diagnostic, triage, or treatment system and must not be used as the sole basis for clinical decision-making.

4. Customer data and health information

You retain all right, title, and interest in the data, records, files, audio, text, prompts, attachments, generated drafts, and health information you process through the Service ("Customer Data"). Customer Data processed only by the local Application remains on the user's computer unless an authorized user intentionally exports, shares, integrates, submits, or synchronizes it.

To the extent you enable optional synchronization ("Sync") or otherwise transmit Customer Data to CentaurMD, you grant CentaurMD the limited rights reasonably necessary to receive, encrypt, host, transmit, index, store, back up, restore, troubleshoot, secure, and display that Customer Data solely to provide and support the requested Service, comply with authorized instructions and law, and exercise rights under this Agreement. This permission does not authorize CentaurMD to use Customer Data to train general-purpose AI models.

You represent that you have all required authority, notices, permissions, and consents necessary under applicable law, including Alberta's Health Information Act (HIA), to provide Customer Data to CentaurMD and to authorize its processing. You must not upload Customer Data in a way that violates privacy, confidentiality, employment, intellectual property, or other legal obligations.

5. Local call audio, clinical processing, optional Sync, and privacy allocation

The optional macOS helper performs microphone and call-output capture plus local speech-to-text only. It does not run DDx or another clinical language model. Notes, clinical queries, DDx, and other drafts use CentaurMD's protected server-side clinical AI path, including applicable PHI scrubbing, tenant scoping, audit, grounding, and clinician-review controls.

If Sync is included in your subscription and you enable it, selected Customer Data will be transmitted to and stored on Canadian-hosted infrastructure for backup, restore, and synchronization to authorized computers. CentaurMD will apply commercially reasonable administrative, technical, and physical safeguards to Customer Data in its custody or control, including encryption in transit and at rest, authentication, access controls, and security monitoring appropriate to the Service. CentaurMD may use Canadian hosting and infrastructure providers bound by confidentiality and security obligations to deliver Sync.

You remain responsible for protecting each device and local copy, including operating-system disk encryption, strong authentication, physical access, security updates, secure exports, retention settings, and recovery credentials. If you are an Alberta custodian, affiliate, clinic, or healthcare organization, you also remain responsible for patient notices, consent practices where required, privacy impact assessments (PIAs), information-manager agreements if applicable, role-based access, and compliance with the HIA and related regulations.

6. Fees, trials, billing, and taxes

Fees are as set out on the pricing page, in your order form, or in other written CentaurMD commercial terms. Unless otherwise stated, fees are billed in advance, non-refundable, and exclusive of applicable taxes. Customer is responsible for all applicable GST and any other federal or provincial taxes, duties, or similar charges, excluding taxes based on CentaurMD's net income.

Sync availability, capacity, retention, restoration, and device limits may vary by plan. Enabling Sync does not convert CentaurMD into the system of record and does not replace the Customer's EMR, legal record-retention duties, or independent business-continuity plan.

Any trial, pilot, or evaluation access may be limited in duration, functionality, support, and availability. CentaurMD may modify or terminate trial access at any time. Trial access is provided on an "as is" basis without service levels, indemnities, or warranties.

7. Acceptable use restrictions

• You may not reverse engineer, decompile, disassemble, or attempt to derive source code from the Service except to the extent expressly permitted by applicable law.
• You may not use the Service to build, train, or improve a competing product, or publicly benchmark the Service without prior written consent.
• You may not scrape, crawl, or access the Service through automated means except as expressly permitted.
• You may not introduce malware, disable or circumvent security controls, interfere with the Service, or attempt unauthorized access to systems, accounts, or data.
• You may not use the Service for unlawful, fraudulent, misleading, or harmful activity, or in a manner that causes CentaurMD to violate applicable law or third-party obligations.

8. Intellectual property and feedback

CentaurMD and its licensors retain all rights, title, and interest in the Service, including its software, models, workflows, interfaces, branding, documentation, and associated intellectual property, other than Customer Data. No license is granted except as expressly stated in this Agreement.

If you provide suggestions, comments, or other feedback about the Service, you grant CentaurMD a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or compensation.

9. Availability, support, and service changes

Local call-audio capture may continue briefly during a network interruption, but durable transcript append and clinical AI require connectivity. Account verification, subscription changes, downloads, updates, support, approved integrations, and Sync also require connectivity and may be unavailable during network or service interruptions.

CentaurMD may perform maintenance, update functionality or models, impose usage limits, or suspend connected services where reasonably necessary for security, patient safety, legal compliance, system integrity, non-payment, or investigation of misuse. CentaurMD does not guarantee uninterrupted or error-free operation, successful synchronization, or recovery of every local file. Features may evolve over time, provided that core contracted functionality is not materially reduced during a paid term except where required for security, safety, or legal compliance.

10. Confidentiality

Each party must protect the other party's non-public confidential information using reasonable care and may use such information only as necessary to exercise rights or perform obligations under this Agreement. Confidential information does not include information that is publicly available through no fault of the receiving party, independently developed, or rightfully obtained without a duty of confidentiality.

Customer is responsible for confidentiality of Customer Data on its devices, local networks, removable media, exports, printed copies, and third-party systems. CentaurMD is responsible for Customer Data only while it is in CentaurMD's custody or control, including Sync Data maintained for the Service.

A party may disclose confidential information where required by law, subpoena, regulatory authority, or court order, provided that prior notice is given where legally permitted and reasonably practicable.

11. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTAURMD DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED AVAILABILITY.

CentaurMD does not warrant that outputs will be complete, accurate, or clinically appropriate for any specific patient, or that local files or Sync Data will never be lost, corrupted, delayed, or unavailable. Customer is responsible for independent review of all outputs, supported-device security, and maintaining any additional backups required by its professional, legal, or business-continuity obligations.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATED TO THIS AGREEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CENTAURMD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CENTAURMD DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnity

Customer will defend, indemnify, and hold harmless CentaurMD and its personnel from third-party claims arising from Customer Data, Customer's use or misuse of the Service, Customer's breach of this Agreement, or Customer's violation of law or third-party rights.

CentaurMD will defend Customer against third-party claims alleging that the unmodified Service, when used in accordance with this Agreement, infringes a third party's Canadian intellectual property rights, and will pay finally awarded damages or approved settlement amounts, provided Customer gives prompt notice and allows CentaurMD to control the defense. CentaurMD has no indemnity obligation for claims arising from Customer Data, misuse, unauthorized combinations, or modifications not made by CentaurMD.

14. Term, suspension, and termination

This Agreement begins when you first accept it or access the Service and continues until all subscriptions and accounts governed by it are terminated. Either party may terminate for material breach not cured within thirty (30) days after written notice, or immediately if the other party becomes insolvent or ceases operations.

Upon termination, your license and connected-service access rights end except for any limited post-termination access CentaurMD may provide for Sync Data export or deletion, billing, or legal compliance. Termination does not itself erase Customer Data already stored on a user's computer; Customer remains responsible for local export, retention, and secure deletion. Sync Data may be deleted after the applicable recovery, contractual, legal, and backup-protection periods. Provisions that by their nature should survive termination, including payment, confidentiality, disclaimers, limitation of liability, governing law, and indemnities, will survive.

15. Governing law, electronic acceptance, and disputes

This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties attorn to the exclusive jurisdiction of the courts of Alberta sitting in Calgary, Alberta for any dispute arising out of or related to this Agreement.

The parties agree that electronic records, electronic notices, click-through acceptance, and electronic signatures used in connection with this Agreement and the Service have legal effect to the fullest extent permitted under applicable law, including Alberta's Electronic Transactions Act.

16. Changes to this Agreement and contact

CentaurMD may update this Agreement from time to time. If a material change is made, the revised version may be posted on the Site, the date updated above, or notice provided by email or in-product message. Continued use after the effective date of the updated Agreement constitutes acceptance of the revised terms.

Questions about these terms may be sent to support@centaurmd.ca.