Terms of service
v3.0
THIS AGREEMENT GOVERNS YOUR USE OF THE CAREMATE PLATFORM. BY EXECUTING A SALES ORDER FORM (“ORDER FORM”) OR ACCESSING THE SERVICE, YOU (“CUSTOMER”) AGREE TO THESE TERMS WITH CAREMATE HEALTH INC. (“CAREMATE”).
This Agreement incorporates by reference the Caremate Data Processing & Privacy Addendum ("DPA"), available at caremate.ai/legal/dpa, which forms part of this Agreement and governs Caremate's processing of Personal Health Information on behalf of Customer.
1. THE SERVICE & SCOPE
1.1 Documentation Tool Only. Caremate provides an AI-powered clinical documentation and reporting platform (the “Service”). The Service is an administrative aid and is not a medical device. It does not provide medical advice, diagnosis, or treatment.
1.2 License. Caremate grants Customer a non-exclusive, commercial license to use the Service for internal business purposes, subject to the seat limits in the Order Form. A “User” means an individual (such as a pharmacist or clinician) authorized by Customer to access and use the Service under Customer’s account.
By executing an Order Form or accessing the Service, Customer represents and warrants that it has the authority to bind all Users to the terms of this Agreement. Customer accepts these terms on behalf of itself and all Users, and is solely responsible for ensuring that all Users comply with this Agreement. Any act or omission by a User that would constitute a breach of this Agreement shall be deemed a breach by Customer.
1.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) sell, resell, license, sublicense, distribute, or otherwise commercially exploit the Service; (b) modify or make derivative works based upon the Service; (c) reverse engineer, decompile, or access the Service to build a competitive product or service; or (d) use the Service as a standalone documentation-only service for third parties; provided, however, that nothing in this Section shall prohibit Customer from using the Service to facilitate its own provision of professional clinical services to third-party patients or healthcare facilities.
2. CLINICAL ACCOUNTABILITY & PROFESSIONAL RESPONSIBILITY
2.1 Verification Obligation. The Service generates draft clinical notes (“Output”) using Artificial Intelligence. Customer acknowledges that AI may generate inaccurate or incomplete information.
2.2 Human-in-the-Loop. Customer agrees that a licensed healthcare professional (the “User”) must review and verify all Output before it is finalized in a patient’s medical record.
2.3 Sole Responsibility. The User retains 100% professional responsibility for the accuracy of clinical records. Caremate expressly disclaims any liability for professional malpractice or patient outcomes.
2.4 Patient and 3rd-Party Consent. Customer represents and warrants that it has obtained (and shall ensure its Users obtain) all necessary informed consents from the patient and any third parties present during a consultation (such as family members or caregivers) before using the Service to record or transcribe an interaction.
3. DATA PRIVACY & SECURITY
3.1 Regulatory Compliance. Caremate complies with the federal PIPEDA and applicable provincial health acts, including Manitoba’s PHIA, Ontario’s PHIPA, Alberta’s HIA, and BC’s PIPA.
3.2 Legal Role. Customer is the "Health Information Custodian" (or equivalent under provincial law) and Caremate acts as an "Electronic Service Provider" (Ontario) or an "Information Manager" (Alberta/Manitoba) on behalf of the Customer. Caremate acknowledges its role as a processor of Personal Health Information (PHI) and shall only use such data to provide the Service.
3.3 Cross-Border Processing. While Caremate stores data at rest on encrypted servers in Canada, Customer acknowledges that transient processing (e.g., ASR and LLM functions) may occur via secure sub-processors in the United States. Caremate maintains Data Processing Addendums (DPAs) with these partners to ensure a level of protection comparable to Canadian standards. Customer acknowledges it is responsible for ensuring that patients and individuals whose PHI is processed through the Service have been notified of cross-border processing in accordance with applicable provincial law, including without limitation PHIPA s.13 and PHIA s.19.
3.4 Data Retention & Deletion. Caremate follows a "Data Minimization" principle while supporting Customer’s professional record-keeping obligations.
(a) Automated Deletion: Raw audio and intermediate transcripts are deleted within thirty (30) days of collection.
(b) Retention During Subscription: Clinical Records are organization-level assets. Deactivating an individual User account does not trigger the deletion of the Clinical Records authored by that User. Caremate shall retain Clinical Records for the duration of the Customer’s active subscription term. While Customer acknowledges that provincial laws typically require clinical record retention for ten (10) years, Customer (as the Health Information Custodian) is solely responsible for ensuring such retention requirements are met via export or a "Storage-Only" account as described in Section 3.4(d).
(c) Administrative Data Deletion: When a User account or non-clinical Customer Data (e.g., settings, profiles, metadata) is deleted, it is subject to a thirty (30) day "Soft Delete" recovery window, after which it is permanently erased.
(d) Effect of Termination: Upon termination of this Agreement, Customer's access to the Service interface ends. Customer shall have ninety (90) days from the date of termination (the "Grace Period") to either:
(i) request a final export of Clinical Records in a machine-readable format (CSV or JSON); or
(ii) elect to continue on a "Storage-Only" plan, the terms and fees for which shall be set out in a separate Order Form or communicated in writing by Caremate at the time of termination.
Following the Grace Period, if Customer has not exported its Clinical Records or elected a Storage-Only plan, Caremate shall have no further obligation to maintain such records and may permanently delete them, unless otherwise required by law or agreed in writing.
Customer acknowledges that as Health Information Custodian, it bears sole responsibility for ensuring Clinical Records are retained in accordance with applicable provincial law (typically ten (10) years). Caremate's provision of the Grace Period and Storage-Only option is an operational accommodation and does not constitute an assumption of Customer's retention obligations.
4. INTELLECTUAL PROPERTY & DATA USAGE
4.1 Ownership. Caremate owns and retains all right, title, and interest in and to the Service, the underlying AI models, and all software, improvements, and technology used to provide it. Customer owns all right, title, and interest in and to the Customer Data and the specific Output generated for Customer. For the purposes of this Agreement:
"Customer Data" includes all information, files, and data uploaded to or generated by the Service on behalf of the Customer;
"Clinical Records" means the subset of Customer Data consisting of all clinical, professional, or health-related artifacts generated, processed, or stored by the Service, including without limitation audio recordings, transcripts, clinical notes, reporting data, and any other documentation or metadata used to support a patient encounter or clinical workflow.
Customer Data and Clinical Records expressly exclude De-Identified Data and Anonymized Data (as defined in Section 4.5).
Customer acknowledges that the copyright status of AI-generated content is unsettled under Canadian law. To the extent any Output is copyrightable, Customer is deemed the owner. To the extent it is not, Customer has an unrestricted right to use such Output for all purposes.4.2 De-Identified & Anonymized Data License.
(a) Current Use. Customer grants Caremate a perpetual, irrevocable, worldwide license to use De-Identified and/or Anonymized Data to:
(i) develop, evaluate, and improve clinical note generation prompts, templates, and output quality;
(ii) conduct internal research and analytics; and
(iii) generate aggregate, non-identifiable benchmarks and performance metrics.
For clarity, this license does not authorize Caremate to use De-Identified Data to modify the weights of any third-party foundational model.
(b) Future Model Development. In the event Caremate develops or fine-tunes proprietary AI models, Caremate will provide Customer with 30 days' written notice and an updated Data Use Addendum describing the intended use before applying Customer's De-Identified Data to such purposes.
4.3 Feedback. If Customer or its Users provide Caremate with any suggestions, enhancement requests, or feedback (“Feedback”), Customer hereby grants Caremate a royalty-free, perpetual, and irrevocable license to use and incorporate such Feedback into the Service without obligation.
4.4 Product Analytics. Caremate may collect Usage Data (technical logs, performance metrics, and metadata regarding Service interactions) via third-party providers to maintain and improve the Service. Usage Data shall not include Personal Health Information (PHI).
4.5 De-Identification and Anonymization Standards.
(a) "De-Identified Data" means Customer Data processed to remove identifiers such that there is a "very low" risk of re-identification.
(b) "Anonymized Data" means Customer Data that has been modified so that it can no longer, directly or indirectly, identify an individual, and where the process is irreversible.
(c) Caremate shall adhere to standards set by the Information and Privacy Commissioner (IPC) of Ontario and applicable Canadian privacy laws when performing these processes. Caremate shall not attempt to re-identify any such data.
4.6 Moral Rights. To the extent permitted by the Copyright Act (Canada), each User waives any moral rights they may have in Output generated through their use of the Service. This waiver is granted solely to permit Caremate to operate, maintain, and improve the Service without restriction from moral rights claims, and does not affect Customer's ownership of Output under Section 4.1.
5. CONFIDENTIALITY
5.1 Protection. Each party shall protect the other’s non-public, proprietary information ("Confidential Information") with the same degree of care it uses for its own similar information. Confidential Information does not include information that is publicly known or independently developed.
6. COMMERCIAL TERMS
6.1 Fees. Customer shall pay the fees set forth in the Sales Order Form (the “Fees”). Fees may include a base platform fee, per-user seat fees, or usage-based charges as specified in the applicable Order Form.
6.2 Taxes. Fees are exclusive of all applicable taxes (including GST/HST and Manitoba RST). Customer is responsible for all taxes associated with its purchase.
6.3 Billing. Unless otherwise stated in the Order Form, all Fees are billed annually in advance and are non-refundable.
6.4 Audit. Caremate reserves the right to audit seat usage to ensure compliance with the Order Form.
7. INDEMNIFICATION
7.1 By Caremate. Caremate shall defend Customer against third-party claims that the Service infringes a Canadian patent or copyright.
7.2 By Customer. Customer shall defend and indemnify Caremate against claims arising from: (a) Customer’s breach of privacy laws; or (b) clinical errors resulting from Customer’s failure to verify Output.
8. LIMITATION OF LIABILITY
8.1 Warranty Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CAREMATE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAREMATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE.
8.2 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAREMATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM MEDICAL MALPRACTICE OR PROFESSIONAL LIABILITY CLAIMS, EVEN IF CAREMATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Liability Cap. CAREMATE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO CAREMATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000.00). THIS CAP APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE.
8.4 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CAREMATE WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.
9. TERM AND TERMINATION
9.1 Term. This Agreement begins on the date specified in the Order Form and continues until all subscriptions expire.
9.2 Termination. Either party may terminate for a material breach that remains uncured for 30 days.
10. GENERAL TERMS
10.1 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, and understandings.
10.2 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
10.3 Amendment. Caremate may update these terms by posting a revised version at caremate.ai/legal/terms with at least 30 days' notice to Customer via email. Continued use after the notice period constitutes acceptance.
10.4 Waiver. No waiver of any breach constitutes a waiver of any subsequent breach.
10.5 Assignment. Customer may not assign this Agreement without Caremate's prior written consent. Caremate may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations herein.
10.6 Governing Law. This Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada.
10.7 Dispute Resolution. Any dispute shall first be subject to 30 days of good faith negotiation. Failing resolution, disputes shall be resolved by binding arbitration under the Arbitration Act (Manitoba), with proceedings in Winnipeg, Manitoba.
10.8 Headings. Section headings are for convenience only and do not affect interpretation.
10.9 Notices. Caremate Health Inc. is a federally incorporated Canadian company.
Legal Notices & Service of Process:
Caremate Health Inc.
Attn: Legal Department
201 Waterloo St, Winnipeg, MB R3N 0S4
Canada
Email: legal *_at_* caremate.ai
Privacy & AI Inquiries
For questions regarding data handling or our AI clinical documentation protocols, please contact our Privacy Officer at privacy *_at_* caremate.ai.
THIS AGREEMENT GOVERNS YOUR USE OF THE CAREMATE PLATFORM. BY EXECUTING A SALES ORDER FORM (“ORDER FORM”) OR ACCESSING THE SERVICE, YOU (“CUSTOMER”) AGREE TO THESE TERMS WITH CAREMATE HEALTH INC. (“CAREMATE”).
This Agreement incorporates by reference the Caremate Data Processing & Privacy Addendum ("DPA"), available at caremate.ai/legal/dpa, which forms part of this Agreement and governs Caremate's processing of Personal Health Information on behalf of Customer.
1. THE SERVICE & SCOPE
1.1 Documentation Tool Only. Caremate provides an AI-powered clinical documentation and reporting platform (the “Service”). The Service is an administrative aid and is not a medical device. It does not provide medical advice, diagnosis, or treatment.
1.2 License. Caremate grants Customer a non-exclusive, commercial license to use the Service for internal business purposes, subject to the seat limits in the Order Form. A “User” means an individual (such as a pharmacist or clinician) authorized by Customer to access and use the Service under Customer’s account.
By executing an Order Form or accessing the Service, Customer represents and warrants that it has the authority to bind all Users to the terms of this Agreement. Customer accepts these terms on behalf of itself and all Users, and is solely responsible for ensuring that all Users comply with this Agreement. Any act or omission by a User that would constitute a breach of this Agreement shall be deemed a breach by Customer.
1.3 Restrictions. Customer shall not, and shall not permit any third party to: (a) sell, resell, license, sublicense, distribute, or otherwise commercially exploit the Service; (b) modify or make derivative works based upon the Service; (c) reverse engineer, decompile, or access the Service to build a competitive product or service; or (d) use the Service as a standalone documentation-only service for third parties; provided, however, that nothing in this Section shall prohibit Customer from using the Service to facilitate its own provision of professional clinical services to third-party patients or healthcare facilities.
2. CLINICAL ACCOUNTABILITY & PROFESSIONAL RESPONSIBILITY
2.1 Verification Obligation. The Service generates draft clinical notes (“Output”) using Artificial Intelligence. Customer acknowledges that AI may generate inaccurate or incomplete information.
2.2 Human-in-the-Loop. Customer agrees that a licensed healthcare professional (the “User”) must review and verify all Output before it is finalized in a patient’s medical record.
2.3 Sole Responsibility. The User retains 100% professional responsibility for the accuracy of clinical records. Caremate expressly disclaims any liability for professional malpractice or patient outcomes.
2.4 Patient and 3rd-Party Consent. Customer represents and warrants that it has obtained (and shall ensure its Users obtain) all necessary informed consents from the patient and any third parties present during a consultation (such as family members or caregivers) before using the Service to record or transcribe an interaction.
3. DATA PRIVACY & SECURITY
3.1 Regulatory Compliance. Caremate complies with the federal PIPEDA and applicable provincial health acts, including Manitoba’s PHIA, Ontario’s PHIPA, Alberta’s HIA, and BC’s PIPA.
3.2 Legal Role. Customer is the "Health Information Custodian" (or equivalent under provincial law) and Caremate acts as an "Electronic Service Provider" (Ontario) or an "Information Manager" (Alberta/Manitoba) on behalf of the Customer. Caremate acknowledges its role as a processor of Personal Health Information (PHI) and shall only use such data to provide the Service.
3.3 Cross-Border Processing. While Caremate stores data at rest on encrypted servers in Canada, Customer acknowledges that transient processing (e.g., ASR and LLM functions) may occur via secure sub-processors in the United States. Caremate maintains Data Processing Addendums (DPAs) with these partners to ensure a level of protection comparable to Canadian standards. Customer acknowledges it is responsible for ensuring that patients and individuals whose PHI is processed through the Service have been notified of cross-border processing in accordance with applicable provincial law, including without limitation PHIPA s.13 and PHIA s.19.
3.4 Data Retention & Deletion. Caremate follows a "Data Minimization" principle while supporting Customer’s professional record-keeping obligations.
(a) Automated Deletion: Raw audio and intermediate transcripts are deleted within thirty (30) days of collection.
(b) Retention During Subscription: Clinical Records are organization-level assets. Deactivating an individual User account does not trigger the deletion of the Clinical Records authored by that User. Caremate shall retain Clinical Records for the duration of the Customer’s active subscription term. While Customer acknowledges that provincial laws typically require clinical record retention for ten (10) years, Customer (as the Health Information Custodian) is solely responsible for ensuring such retention requirements are met via export or a "Storage-Only" account as described in Section 3.4(d).
(c) Administrative Data Deletion: When a User account or non-clinical Customer Data (e.g., settings, profiles, metadata) is deleted, it is subject to a thirty (30) day "Soft Delete" recovery window, after which it is permanently erased.
(d) Effect of Termination: Upon termination of this Agreement, Customer's access to the Service interface ends. Customer shall have ninety (90) days from the date of termination (the "Grace Period") to either:
(i) request a final export of Clinical Records in a machine-readable format (CSV or JSON); or
(ii) elect to continue on a "Storage-Only" plan, the terms and fees for which shall be set out in a separate Order Form or communicated in writing by Caremate at the time of termination.
Following the Grace Period, if Customer has not exported its Clinical Records or elected a Storage-Only plan, Caremate shall have no further obligation to maintain such records and may permanently delete them, unless otherwise required by law or agreed in writing.
Customer acknowledges that as Health Information Custodian, it bears sole responsibility for ensuring Clinical Records are retained in accordance with applicable provincial law (typically ten (10) years). Caremate's provision of the Grace Period and Storage-Only option is an operational accommodation and does not constitute an assumption of Customer's retention obligations.
4. INTELLECTUAL PROPERTY & DATA USAGE
4.1 Ownership. Caremate owns and retains all right, title, and interest in and to the Service, the underlying AI models, and all software, improvements, and technology used to provide it. Customer owns all right, title, and interest in and to the Customer Data and the specific Output generated for Customer. For the purposes of this Agreement:
"Customer Data" includes all information, files, and data uploaded to or generated by the Service on behalf of the Customer;
"Clinical Records" means the subset of Customer Data consisting of all clinical, professional, or health-related artifacts generated, processed, or stored by the Service, including without limitation audio recordings, transcripts, clinical notes, reporting data, and any other documentation or metadata used to support a patient encounter or clinical workflow.
Customer Data and Clinical Records expressly exclude De-Identified Data and Anonymized Data (as defined in Section 4.5).
Customer acknowledges that the copyright status of AI-generated content is unsettled under Canadian law. To the extent any Output is copyrightable, Customer is deemed the owner. To the extent it is not, Customer has an unrestricted right to use such Output for all purposes.4.2 De-Identified & Anonymized Data License.
(a) Current Use. Customer grants Caremate a perpetual, irrevocable, worldwide license to use De-Identified and/or Anonymized Data to:
(i) develop, evaluate, and improve clinical note generation prompts, templates, and output quality;
(ii) conduct internal research and analytics; and
(iii) generate aggregate, non-identifiable benchmarks and performance metrics.
For clarity, this license does not authorize Caremate to use De-Identified Data to modify the weights of any third-party foundational model.
(b) Future Model Development. In the event Caremate develops or fine-tunes proprietary AI models, Caremate will provide Customer with 30 days' written notice and an updated Data Use Addendum describing the intended use before applying Customer's De-Identified Data to such purposes.
4.3 Feedback. If Customer or its Users provide Caremate with any suggestions, enhancement requests, or feedback (“Feedback”), Customer hereby grants Caremate a royalty-free, perpetual, and irrevocable license to use and incorporate such Feedback into the Service without obligation.
4.4 Product Analytics. Caremate may collect Usage Data (technical logs, performance metrics, and metadata regarding Service interactions) via third-party providers to maintain and improve the Service. Usage Data shall not include Personal Health Information (PHI).
4.5 De-Identification and Anonymization Standards.
(a) "De-Identified Data" means Customer Data processed to remove identifiers such that there is a "very low" risk of re-identification.
(b) "Anonymized Data" means Customer Data that has been modified so that it can no longer, directly or indirectly, identify an individual, and where the process is irreversible.
(c) Caremate shall adhere to standards set by the Information and Privacy Commissioner (IPC) of Ontario and applicable Canadian privacy laws when performing these processes. Caremate shall not attempt to re-identify any such data.
4.6 Moral Rights. To the extent permitted by the Copyright Act (Canada), each User waives any moral rights they may have in Output generated through their use of the Service. This waiver is granted solely to permit Caremate to operate, maintain, and improve the Service without restriction from moral rights claims, and does not affect Customer's ownership of Output under Section 4.1.
5. CONFIDENTIALITY
5.1 Protection. Each party shall protect the other’s non-public, proprietary information ("Confidential Information") with the same degree of care it uses for its own similar information. Confidential Information does not include information that is publicly known or independently developed.
6. COMMERCIAL TERMS
6.1 Fees. Customer shall pay the fees set forth in the Sales Order Form (the “Fees”). Fees may include a base platform fee, per-user seat fees, or usage-based charges as specified in the applicable Order Form.
6.2 Taxes. Fees are exclusive of all applicable taxes (including GST/HST and Manitoba RST). Customer is responsible for all taxes associated with its purchase.
6.3 Billing. Unless otherwise stated in the Order Form, all Fees are billed annually in advance and are non-refundable.
6.4 Audit. Caremate reserves the right to audit seat usage to ensure compliance with the Order Form.
7. INDEMNIFICATION
7.1 By Caremate. Caremate shall defend Customer against third-party claims that the Service infringes a Canadian patent or copyright.
7.2 By Customer. Customer shall defend and indemnify Caremate against claims arising from: (a) Customer’s breach of privacy laws; or (b) clinical errors resulting from Customer’s failure to verify Output.
8. LIMITATION OF LIABILITY
8.1 Warranty Disclaimer. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CAREMATE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CAREMATE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE OR COMPLETE.
8.2 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAREMATE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM MEDICAL MALPRACTICE OR PROFESSIONAL LIABILITY CLAIMS, EVEN IF CAREMATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.3 Liability Cap. CAREMATE'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CUSTOMER TO CAREMATE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE THOUSAND CANADIAN DOLLARS (CAD $1,000.00). THIS CAP APPLIES REGARDLESS OF THE FORM OF ACTION AND WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE.
8.4 Essential Basis. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CAREMATE WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.
9. TERM AND TERMINATION
9.1 Term. This Agreement begins on the date specified in the Order Form and continues until all subscriptions expire.
9.2 Termination. Either party may terminate for a material breach that remains uncured for 30 days.
10. GENERAL TERMS
10.1 Entire Agreement. This Agreement, together with all Order Forms, constitutes the entire agreement between the parties and supersedes all prior representations, negotiations, and understandings.
10.2 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.
10.3 Amendment. Caremate may update these terms by posting a revised version at caremate.ai/legal/terms with at least 30 days' notice to Customer via email. Continued use after the notice period constitutes acceptance.
10.4 Waiver. No waiver of any breach constitutes a waiver of any subsequent breach.
10.5 Assignment. Customer may not assign this Agreement without Caremate's prior written consent. Caremate may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations herein.
10.6 Governing Law. This Agreement is governed by the laws of the Province of Manitoba and the federal laws of Canada.
10.7 Dispute Resolution. Any dispute shall first be subject to 30 days of good faith negotiation. Failing resolution, disputes shall be resolved by binding arbitration under the Arbitration Act (Manitoba), with proceedings in Winnipeg, Manitoba.
10.8 Headings. Section headings are for convenience only and do not affect interpretation.
10.9 Notices. Caremate Health Inc. is a federally incorporated Canadian company.
Legal Notices & Service of Process:
Caremate Health Inc.
Attn: Legal Department
201 Waterloo St, Winnipeg, MB R3N 0S4
Canada
Email: legal *_at_* caremate.ai
Privacy & AI Inquiries
For questions regarding data handling or our AI clinical documentation protocols, please contact our Privacy Officer at privacy *_at_* caremate.ai.