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 access and use CentaurMD's transcription, documentation, clinical query, billing-support, workflow, 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, uploaded materials, and health information you submit or authorize through the Service ("Customer Data"). You grant CentaurMD the rights reasonably necessary to host, process, transmit, index, store, back up, troubleshoot, secure, and display Customer Data solely to provide and support the Service and as otherwise permitted by this Agreement.

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. Alberta privacy and compliance allocation

If you are an Alberta custodian, affiliate, clinic, or healthcare organization, you remain responsible for determining whether and how the Service may be used within your environment. This includes responsibility for patient notices, consent practices where required, privacy impact assessments (PIAs), information manager agreements if applicable, role-based access controls, and compliance with Alberta's Health Information Act and related regulations.

CentaurMD will implement commercially reasonable administrative, technical, and physical safeguards to protect Customer Data in its custody or control. CentaurMD may use subprocessors and service providers, including cloud infrastructure providers, bound by confidentiality and security obligations to deliver the Service.

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.

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

CentaurMD may perform maintenance, update functionality, impose usage limits, or suspend access where reasonably necessary for security, patient safety, legal compliance, system integrity, non-payment, or investigation of misuse. CentaurMD will use reasonable efforts to restore service after a temporary suspension once the underlying issue has been resolved.

CentaurMD does not guarantee uninterrupted or error-free operation. Features may evolve over time, and CentaurMD may modify the Service, provided that the 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.

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. Customer is responsible for independent review, verification, and approval of all outputs before use.

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 access rights end except for any limited post-termination access CentaurMD may provide for data export, billing, or legal compliance. 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.