CareNucleus - AI-Powered Healthcare Platform

1. Acceptance of Terms

These Terms of Service constitute a legally binding agreement between you and CareNucleus Inc. By accessing or using the CareNucleus platform, you agree to be bound by these Terms. If your organization has a separate written agreement with CareNucleus, that agreement controls in the event of a conflict.

Important Legal Notice

✓Have read, understood, and agree to be bound by these Terms
✓Have the legal capacity and authority to enter into this Agreement
✓Will comply with all applicable laws and regulations
✓Are a licensed healthcare professional or authorized representative

2. Definitions

In these Terms, “Agreement” means these Terms of Service and any schedules or amendments. “Services” means the CareNucleus platform, software, and related offerings. “User” means any individual who accesses or uses the Services. “Subscriber” means the organization or individual who has subscribed. “Patient Data” means all personal health information processed through the Services. “Content” means any information, text, audio, or other material uploaded or generated through the Services.

3. Description of Services

CareNucleus provides an AI-powered healthcare documentation platform designed to assist licensed healthcare professionals. The Services include, but are not limited to, the following features:

🎙️

AI Scribe

Ambient AI documentation

📝

Note Generation

AI-assisted clinical notes

💊

e-Prescribing

Electronic prescriptions

💳

Billing

Provincial billing integration

📊

Analytics

Practice insights

🔗

Integrations

EMR/EHR connectivity

4. Account Registration & Security

To use the Services, you must register for an account and provide accurate information. You are responsible for maintaining the confidentiality of your credentials. You agree to:

•Provide truthful and accurate information
•Update your information to keep it current
•Maintain the confidentiality of your credentials
•Immediately notify us of any unauthorized access

5. Subscription & Fees

Access to the Services requires a paid subscription. Pricing, features, and billing terms are described in the applicable Order Form or pricing page. The following payment terms apply:

•Subscriptions are billed in advance
•Payment is due upon invoice
•Late payments may incur interest at 1.5% per month
•All fees are non-refundable except as required by law

6. Use Restrictions

You agree not to engage in any of the following prohibited activities when using the Services:

✗Sublicense, sell, or transfer the Services
✗Reverse engineer the Services
✗Circumvent security measures
✗Use for unlawful purposes
✗Transmit malware or harmful code
✗Interfere with Services
✗Harvest user information
✗Violate healthcare regulations
✗Submit false clinical data
✗Use unauthorized automation

7. Healthcare Provisions

CareNucleus is a clinical documentation tool. It does not provide medical advice, diagnoses, or treatment recommendations. All AI-generated content is intended to assist, not replace, the professional judgment of licensed healthcare providers.

AI-generated content must be reviewed and approved by a licensed healthcare provider before becoming part of the official medical record. CareNucleus shall not be held liable for clinical decisions made by healthcare providers.

8. Data Ownership & Privacy

You retain ownership of all Patient Data and clinical content you create or upload. CareNucleus processes this data solely to provide the Services and in accordance with our Privacy Policy and applicable privacy legislation including PIPEDA and PHIPA.

9. Intellectual Property

CareNucleus retains all rights, title, and interest in the Services, including the platform, software, algorithms, user interface, documentation, and all related intellectual property. Nothing in these Terms grants you any right, title, or interest in the Services beyond the limited right to use them as described herein.

9. Intellectual Property

10. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed during the course of this Agreement. Confidential information includes, but is not limited to, business plans, technical data, patient information, and financial details. This obligation survives termination of the Agreement.

11. Warranties & Disclaimers

The Services are provided on an “as is” and “as available” basis. While CareNucleus strives to ensure high availability and accuracy, we do not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected. To the maximum extent permitted by law, we disclaim all implied warranties including merchantability and fitness for a particular purpose.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CARENUCLEUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

You agree to indemnify, defend, and hold harmless CareNucleus Inc., its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the Services, your violation of these Terms, or your violation of any applicable law or regulation.

14. Termination

Either party may terminate this Agreement upon thirty (30) days written notice. CareNucleus may suspend or terminate your access immediately if you breach these Terms or engage in prohibited activities. Upon termination, you may request export of your data within thirty (30) days.

15. Dispute Resolution

Any disputes arising from these Terms shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration administered by the Canadian Arbitration Association in Ontario. The arbitration shall be conducted in English.

16. General Provisions

Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements.

Amendments

We may modify these Terms with thirty (30) days advance notice. Continued use after changes take effect constitutes acceptance.

Severability

If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect.

Assignment

You may not assign your rights or obligations without prior written consent. CareNucleus may assign this Agreement in connection with a merger or acquisition.

Contact: legal@carenucleus.ca