Terms of Service

End User License Agreement  ·  Version 2.0  ·  Effective October 2026

SOFTWARE AS A SERVICE SUBSCRIPTION

IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE LICENSED SOFTWARE (AS DEFINED BELOW)

THIS SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT, (the "Agreement") effective as of at the date of subscribing and by pressing I Agree, downloading or using the software ("Effective Date"), is by and between 741512 NB Inc., operating as Clinexa.co, a corporation organized and existing under the laws of New Brunswick, with its registered office at 26 Valley Street, Saint John, New Brunswick, E2J 2M9 ("741512 NB Inc." or "Clinexa") and an individual or single entity (You, the "Customer").

WHEREAS 741512 NB Inc. has been granted a license by Neopric Inc. to resell a web-based software service currently named OctopusLM ("Software") for use in the medical/legal field.

AND WHEREAS the Customer is prepared to purchase access to and make use of the Software in accordance with the terms of this Agreement.

AND WHEREAS this Agreement describes the business and legal relationship between 741512 NB Inc. and Customer regarding the Customer's utilization of the Software.

NOW THEREFORE, in consideration of the mutual covenants herein contained, 741512 NB Inc. and Customer agree as follows:

1. Definitions.

"741 Data" shall mean all data, information and material related to the operation and/or performance of the Software, including statistical information, such as usage and traffic patterns.

"Customer Data" shall mean all data, information or material that Customer enters into the Software or has entered on its behalf but shall exclude data and information relating to the operation and/or performance of the Software, including any Personal Information.

"Personal Information" shall mean personally identifiable information about a specific individual, including but not limited to, name, address, telephone number, email address, financial account number and non-publicly available government identification number.

2. Software-as-a-Service.

Subject to the terms and conditions of this Agreement, 741512 NB Inc. agrees to provide Customer:

  • access to the Software on a software-as-a-service basis in exchange for the Subscription Fee as stated in Section 5; and
  • additional upgrades, packages, modules, or features, as may be offered by 741512 NB Inc., shall be made available to Customer at a price to be later determined.

3. License Grant.

741512 NB Inc. hereby grants to Customer (and to each employee of Customer who accesses the Software by means of Customer's account and an authorized password), subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, revocable license for access to the Software and to use the Software solely for business purposes in accordance with the terms set out in this Agreement.

4. License Restrictions.

Customer shall not, directly or indirectly:

  • reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software;
  • modify, translate or create derivative works based on the Software;
  • rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Software;
  • use the Software for timesharing or service bureau purposes or otherwise for the benefit of a third party;
  • remove any proprietary notices from the Software;
  • publish or disclose to third parties any user interface or evaluation of the Software without 741512 NB Inc.'s prior written consent; or
  • create any copies of the Software or of any content contained on, or accessible from, the Software, other than what is specified in this Agreement.

5. Subscription Fee.

Monthly Plans. Customer shall make a monthly recurring payment fee ("Subscription Fee") based on the plans outlined in Schedule A.

Fee Increases. 741512 NB Inc. may increase the Subscription Fee on thirty (30) days' prior notice.

6. Copyright and Intellectual Property Rights.

Ownership of Intellectual Property. The Software, including all related copyrights, patents, trademarks, trade secrets, and other intellectual property rights therein, is, and shall remain, the sole and exclusive property of 741512 NB Inc.

No Implied Rights. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any Intellectual Property Rights or other right, title, or interest in or to the Software.

7. Customer Obligations.

741512 NB Inc. and Customer hereby agree to the following:

Hardware. Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to internally access the Software, and for paying all third-party access charges (e.g. ISP) incurred while using the administration and related functionality of the Software.

Compliance with Provincial Privacy Laws. Customer acknowledges that failure to take certain precautions required under provincial personal health information privacy laws may result in violation of same. 741512 NB Inc. recommends that Customer take the following minimum steps to ensure that it is in compliance with provincial personal health information privacy laws:

  • enable full disk encryption on any computer or device used to access the Software or to store reports exported from it;
  • maintain the physical security of its computer hardware, including but not limited to locking its facilities and restricting access to its facilities and computer hardware to authorized personnel only;
  • implementing an automatic screen lock with a maximum five-minute timeout;
  • installing all operating system security updates within thirty (30) days of release;
  • using endpoint protection software, including antivirus and antimalware software;
  • storing any reports exported from the Software only in secure, encrypted locations;
  • granting Software access only to its personnel who need it, and promptly removing access for users who no longer require it;

Privacy Impact Assessment. 741512 NB Inc. will, upon request, provide a privacy impact assessment template to the Customer by the end of the day on the day following the Effective Date.

Conduct. Customer shall be solely responsible for its own actions and the actions of its users while using the Software-as-a-Service, and for the contents of its transmissions through the Software. Customer agrees:

  • to abide by all local and international laws and regulations applicable to Customer's use of the Software, including, without limitation, all laws regarding the transmission of technical data exported from Canada through the Software.
  • not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Software or another's computer;
  • not to use the Software for illegal purposes;
  • not to interfere with or disrupt networks connected to the Software;
  • not to post, promote or transmit through the Software any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically, or otherwise objectionable material of any kind or nature;
  • not to transmit or post any material that encourages conduct that could constitute a criminal offence or give rise to civil liability; and
  • to comply with all regulations, policies and procedures of networks connected to the Software.

Customer acknowledges and agrees that 741512 NB Inc. neither endorses the contents of any customer communications nor assumes any responsibility for any threatening, libellous, obscene, harassing or offensive material contained therein, any infringement of third-party intellectual property rights arising therefrom or any crime facilitated thereby. 741512 NB Inc. may remove any violating content posted on the Software or transmitted through the Software, without notice to Customer.

8. Customer Data & Privacy.

As between 741512 NB Inc. and Customer, Customer shall own Customer Data that Customer enters into the Software or has entered on its behalf. Except as permitted in this Agreement, 741512 NB Inc. will not edit, delete or disclose the contents of Customer Data unless authorized by the Customer or unless 741512 NB Inc. is required to do so by law or in the good faith belief that such action is necessary to:

  • conform to applicable laws or comply with legal process served on 741512 NB Inc.;
  • protect and defend the rights or property of 741512 NB Inc.; or
  • enforce this Agreement.

As between 741512 NB Inc. and Customer, 741512 NB Inc. shall own all 741 Data. 741512 NB Inc. may provide 741 Data to third parties, but such information will not include Personal Information or Personal Health Information. 741512 NB Inc. may access Customer Data only as needed to address service or technical issues with the Software, and any such access is logged.

Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data.

Data Storage and Processing. All Customer Data is stored securely on cloud infrastructure located in Canada. Customer acknowledges that the Software operates as a cloud-based service and that artificial intelligence processing may occur transiently outside Canada, with zero data retention, as described in Schedule B. No Personal Health Information is stored outside Canada.

Retention and Deletion. Uploaded files and generated outputs are automatically deleted thirty (30) days after upload. Customer may delete any case, or its entire account, at any time from within the Software. Customer is responsible for keeping its own copy of any output it needs for its records before deletion. 741512 NB Inc. shall have no liability for any loss of Customer Data resulting from such scheduled or Customer-initiated deletion, or otherwise, except to the extent caused by 741512 NB Inc.'s breach of Schedule B.

Thirty (30) days after expiration or termination of this Agreement, 741512 NB Inc. will delete and destroy all gateway metadata logs relating to Customer's use of the Software without notice or further liability to Customer.

Role of the Parties. Customer is the trustee, custodian or controller of the Personal Health Information it provides through the Software. 741512 NB Inc. acts on Customer's behalf as its information manager, agent or service provider, as those terms are used in applicable provincial health information laws, and processes Personal Health Information only on Customer's instructions and in accordance with Schedule B.

Per the terms of the Business Associate and Information Manager Agreement attached as Schedule B, 741512 NB Inc. agrees to comply with all applicable privacy laws and regulations, including the Personal Information Protection and Electronic Documents Act (PIPEDA), The Personal Health Information Act (Manitoba) (PHIA), the Personal Health Information Protection Act (Ontario) (PHIPA), the Personal Health Information Privacy and Access Act (New Brunswick), and other similar legislation duly enacted by any other provincial legislature in Canada, in the handling of Personal Health Information (PHI) provided by Customer.

Customer shall be responsible for compliance with all obligations imposed on it by governmental authorities as a trustee or custodian. Each party shall maintain a publicly accessible privacy policy on its website that satisfies the transparency requirements of applicable law.

9. Obligations of 741512 NB Inc.

741512 NB Inc. agrees to provide to Customer, at no additional cost, updates and improvements to the Software which may be developed by 741512 NB Inc. from time to time.

741512 NB Inc. will provide to Customer, at no additional cost, training for appropriate Customer personnel in the access and use of the Software.

10. Maintenance Support Services.

Support services to be provided by 741512 NB Inc. During the term of this Agreement, 741512 NB Inc. shall provide the Customer with support services for the services in use by Customer, which shall comprise the following:

E-Mail Support. E-Mail support shall comprise e-mail access to 741512 NB Inc. and a response.

Direct Support. Direct support shall comprise the following services:

  • advice by telephone on the support lines, e-mail or by post (at the addresses or e-mail address stipulated by 741512 NB Inc.) on the use of the Services without any limit on the amount of incident reports;
  • the creation and upload to the Services, from time to time at 741512 NB Inc.'s sole discretion, patches and fixes in respect of the Software;
  • the diagnosis of errors in the Software and the rectification of such errors by the issue of fixes in respect of the Service Description and the making of all consequential amendments (if any) to the Software;
  • any other support service offered to Customer by 741512 NB Inc. from time-to-time which 741512 NB Inc. may, at its sole discretion, designate as a support service; and
  • the issue of new releases of Software to the Software.

Exclusions. Support services shall not include the diagnosis and rectification of any errors resulting from:

  • any modifications of the Software made by any person other than 741512 NB Inc.;
  • minor defects in the Software which do not significantly affect or impair the use of the Software;
  • any incorrect or improper use of the Software;
  • the failure by Customer to implement recommendations in respect of any solutions to errors previously advised by 741512 NB Inc.; and
  • the use of the Software for any purpose for which it was not designed.

Rectification of Errors. 741512 NB Inc. shall, upon request by Customer, provide diagnosis and rectification of errors notwithstanding that the error in question results from any of the circumstances described in Section 10(iii). 741512 NB Inc. shall charge for this rectification of errors in the Software on a time-and-materials basis.

Customer Obligations. During the continuance of this Agreement, Customer shall:

  • provide 741512 NB Inc. (so far as Customer is able) with a documented example of any error in respect of which a request for diagnosis and rectification has been made under this Agreement;
  • co-operate fully with 741512 NB Inc.'s personnel in the diagnosis of any error in the Software or the Documentation and perform such tests of the Software as 741512 NB Inc. shall request in the evaluation of any request for Support Services by Customer;
  • ensure that the administration functionality of the Software is used in a proper manner by competent trained employees only or by persons under their supervision; and
  • save as otherwise expressly provided in this Agreement, not make any translation, adaptation, arrangement or any other alteration of the Software or make any reproduction, distribution, communication, display or performance to the public of the results of such acts.

11. Passwords and Security.

741512 NB Inc. and Customer hereby agree to the following:

Passwords. 741512 NB Inc. shall issue to Customer, or shall authorize a Customer administrator to issue, a password for each user authorized to use Customer's account for whom Customer has paid the applicable fee. Customer and its users are responsible for maintaining the confidentiality of all passwords and for ensuring that each password is used only by the authorized user. Customer is entirely responsible for any and all activities that occur under Customer's account. Customer agrees to immediately notify 741512 NB Inc. of any unauthorized use of the Customer's account (including each password of each user accessing the Software by means of Customer's account) or any other breach of security known to Customer. 741512 NB Inc. shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements. 741512 NB Inc. will maintain Customer passwords as confidential and will not disclose them to third parties.

Authentication Tokens. 741512 NB Inc. shall issue to Customer, or shall authorize a Customer administrator to issue, a JSON Web Token (JWT), which shall remain valid for one (1) year following its issuance. If Customer's JWT becomes compromised, Customer shall notify 741512 NB Inc. immediately for its revocation, in which case 741512 NB Inc. shall revoke Customer's JWT within two (2) hours following such notification. Customer shall be issued a new JWT upon either the expiration of the one-year validity period or within four (4) hours of the revocation of Customer's previously issued JWT where Customer had notified 741512 NB Inc. of it becoming compromised. Any newly issued JWT shall also remain valid for one (1) year following its issuance.

Security. 741512 NB Inc. will maintain the Software with a reputable third-party hosting provider, subject to the safeguards described in Schedule B. Customer acknowledges that, notwithstanding such safeguards, use of or connection to the Internet may provide unauthorized third parties with the opportunity to circumvent such precautions and illegally gain access to the Software and Customer Data. Accordingly, 741512 NB Inc. cannot and does not guarantee the privacy, security, or authenticity of any information transmitted over the Internet, but will respond to any such incident as set out in Schedule B.

12. Payment of Fees.

Customer shall pay all fees or charges to its account in accordance with the Fees. All Fees are set out in Section 5 of this Agreement. 741512 NB Inc. and Customer hereby agree to the following:

Invoicing. The applicable Fees are invoiced and due net thirty (30) days from the date of invoice;

Billing Errors. Customer must contact 741512 NB Inc. in writing no later than thirty (30) days after the billing date to report a billing error; and

Taxes. All fees are stated in Canadian currency and are exclusive of applicable provincial and federal sales taxes. Customer shall be responsible for the payment of any taxes, duties or tariffs applicable to the products and services provided under this Agreement.

13. Term and Termination.

The Term of this Agreement is set up in the 741512 NB Inc. platform and commences on the Activation Date. After expiration of the initial or any renewal term, this Agreement shall renew automatically for additional one-year periods on the anniversary of the Effective Date unless: (a) earlier terminated in accordance with the terms herein; or (b) either party gives not less than thirty (30) days prior written notice of its intention not to renew. Any termination of this Agreement pursuant to this Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or at law and shall not affect and accrued rights or labilities of either Party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such Termination.

14. Activation Date.

The Activation Date for Customer's use of the Software under this Agreement shall be the date of the first Subscription Fee payment made on the platform.

15. Confidentiality.

Parties Obligations. Each of the Parties agrees to maintain in confidence any non-public information of the other Party, whether written or otherwise, disclosed by the other Party in the course of performance of this Agreement ("Confidential Information"). The parties hereby agree that Confidential Information includes Personal Information as well as the terms and conditions of this Agreement and any discussions related thereto. The receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties' respective rights therein, at all times exercising at least a reasonable level of care. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees or agents who require access in order to perform hereunder, and, except as otherwise provided, neither Party shall make Confidential Information available to any other person or entity without the prior written consent of the other Party.

Exclusions. Confidential Information shall not include any information that is:

  • already known to the receiving Party at the time of the disclosure;
  • publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party;
  • subsequently disclosed to the receiving Party on a non-confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired such information;
  • communicated to a third party by the receiving Party with the express written consent of the other Party hereto; or
  • legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, or the like to the other party so that such Party will have the opportunity to obtain a protective order or otherwise oppose the disclosure.

Destruction or Return of Confidential Information. Upon expiration or Termination of this Agreement for any reason, each Party shall promptly return to the other party, or destroy, as the parties agree, all copies of the other Party's Confidential Information. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the receiving Party in any form or for any reason.

16. Warranties.

Ownership. 741512 NB Inc. warrants that it is either the sole owner of the Software or has the right to sublicense the same in accordance with this Agreement.

Infringement. 741512 NB Inc. represents and warrants that, to the best of its knowledge, without having conducted searches and without seeking professional opinions, the Software does not infringe the Intellectual Property Rights of any third party. Should 741512 NB Inc. receive written notice of any such allegations of infringement, it shall immediately notify Customer thereof.

Not Error Free. 741512 NB Inc. does NOT warrant that the functionality of the Software will meet Customers' requirements, nor that the Software will run uninterrupted or error-free. 741512 NB Inc. is NOT responsible for the results of Customer's use of the Software or for any action taken by Customer or third parties on the basis thereof.

THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

17. Indemnification.

741512 NB Inc. and Customer hereby agree to the following:

Infringement. 741512 NB Inc., at its own expense, will defend any claim brought by a third party against Customer to the extent that the claim is based on a claim that the Software, as used within the scope of this Agreement, directly infringes any copyright or misappropriates any trade secret recognized as such under the laws of Canada and 741512 NB Inc. will pay those costs and damages finally awarded against Customer for any such claim that are specifically attributable to such claim, or those costs and damages agreed to in a monetary settlement of such action.

Conditions. 741512 NB Inc.'s obligations under the preceding paragraph with respect to a claim are conditioned on:

Customer notifying 741512 NB Inc. promptly in writing of such claim;

Customer giving 741512 NB Inc. sole control of the defence of all such claims and any related settlement negotiations; and

Customer co-operating with 741512 NB Inc. in such defence (including, without limitation, by making available to 741512 NB Inc. all documents and information in Customer's possession or control that are relevant to the infringement or misappropriation claims, and by making Customer's personnel available to testify or consult with 741512 NB Inc. or its legal advisers in connection with such defence). If Customer settles any such claim without 741512 NB Inc.'s prior written approval, 741512 NB Inc. shall be relieved of all liability with respect to such claim.

Exclusions. Notwithstanding the foregoing, 741512 NB Inc. shall have no liability or obligation with respect to any infringement or misappropriation claim based upon:

  • any use of the Software not in accordance with this Agreement or for purposes not intended by 741512 NB Inc.; or
  • any modification of the Software made by any person other than 741512 NB Inc., where such modification is not authorized by 741512 NB Inc.

Remedies. If the Software becomes, or in 741512 NB Inc.'s opinion is likely to become, the subject of an infringement or misappropriation claim, 741512 NB Inc. may, at its sole option and expense, either:

  • procure for Customer the right to continue to use the Software pursuant to this Agreement; or
  • replace or modify the Software to make it non-infringing; or
  • terminate this Agreement and Customer's right to use the software and refund to Customer any unused prepaid Subscription Fee as of the date of Termination.

By Customer. Customer agrees to defend, indemnify and hold 741512 NB Inc., its parent, subsidiaries, officers, directors, employees, successors and assigns harmless from any claim, demand, damages, costs and expenses (including reasonable legal fees), arising from any third-party claim against 741512 NB Inc. due to or arising out of:

  • any use of the Software by Customer, its affiliates, employees, agents, successors and assigns other than in accordance with this Agreement;
  • any breach of this Agreement by Customer, its affiliates, employees, agents, successors and assigns; and
  • any unauthorized modification of the Software by Customer, its affiliates, employees, agents, successors and assigns, including any claims for intellectual property infringement arising therefrom.

18. Limitation of Liability.

In no event shall 741512 NB Inc. be liable for direct damages arising out of this Agreement (whether arising under contract, tort, strict liability, breach of warranty or otherwise) in amounts greater than the Subscription Fee set out in Section 5. In no event shall 741512 NB Inc. be liable for special or consequential damages, for loss of profits, use, data or other intangible property, even if 741512 NB Inc. has been advised of the possibility of such damages and notwithstanding the failure of any essential purpose.

19. Notices.

All notices to a Party shall be in writing and sent to the address specified in this Agreement and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognised overnight deliver service; and upon receipt, if sent by certified or registered mail, return receipt requested.

20. Entire Agreement.

This Agreement, including its Schedules, contains the entire Agreement of the Parties and supersedes any and all previous Agreements with respect to the subject matter hereof, whether orally or in writing. This Agreement supersedes any terms printed on Customer's purchase order or other forms. If Customer and 741512 NB Inc. sign a separate information manager or data processing agreement, that agreement prevails over Schedule B to the extent of any conflict.

21. Assignment.

This Agreement shall be binding on and shall enure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except with respect to wholly owned affiliates, Customer may not assign this Agreement without 741512 NB Inc.'s prior written consent, not to be unreasonably withheld. 741512 NB Inc. may assign this Agreement to any parent, subsidiary or affiliate or to any successor to its business, and 741512 NB Inc. may subcontract any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.

22. Governing Law.

This Agreement and any disputes hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of Canada without regard to conflict of laws principles. Customer agrees that any cause of action arising out of or related to this Agreement shall be brought within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

23. Activation, Counterparts and Facsimile.

This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and both of which together shall constitute one Agreement. This Agreement shall be activated by use of the Software and by signing the checkbox during the process of activating use of the Software on or after the Activation Date via the Internet and Passwords and Security provided by 741512 NB Inc. to Customer.

24. Headings.

The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

25. No Waiver.

No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition, or breach of this Agreement, whether of a similar nature or otherwise.

26. Severability.

In the event that any one or more of the provisions of this Agreement are invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.

27. Force Majeure.

Neither Party shall be in default of its failures to perform any obligation under this Agreement if such failure is caused solely by supervening conditions beyond that party's reasonable control, including acts of God, civil commotion, war, strikes, labour disputes, thirty party Internet service interruptions or slowdowns, vandalism or "hacker" attacks, acts of terrorism or governmental demands or requirements.

28. Acknowledgement.

By clicking the "I Agree" button or using the Software, you are indicating that you are authorized to execute this Agreement on behalf of the Customer and the Customer is agreeing to be bound by the terms and conditions of this Agreement. If you do not have such authority and/or the Customer is not prepared to agree to the terms and conditions of this Agreement, you must not click on the "I Agree" button or use the Software.

SCHEDULE A

Standard Plan

Pro Plan

SCHEDULE B - Business Associate and Information Manager Agreement

This Business Associate and Information Manager Agreement ("Schedule B") effective as of at the date of subscribing ("Effective Date"), is made by and between 741512 NB Inc., operating as Clinexa.co, organized and existing under the laws of New Brunswick, with its registered office at 26 Valley Street, Saint John, New Brunswick, E2J 2M9 ("741512 NB Inc." or "Clinexa") and an individual or single entity (You, the "Customer"). Neopric Inc., as owner and operator of the Software, also agrees to be bound by this Schedule B, and 741512 NB Inc. and Neopric Inc. are each responsible for its obligations.

This Schedule B is the written agreement required where a trustee or custodian retains an information manager or agent, including under section 25 of The Personal Health Information Act (Manitoba). If it conflicts with any other part of this Agreement regarding PHI, this Schedule B prevails.

1. Purpose

This Schedule B ensures that 741512 NB Inc. complies with all applicable privacy laws and regulations, including the Personal Information Protection and Electronic Documents Act (PIPEDA), The Personal Health Information Act (Manitoba) (PHIA), the Personal Health Information Protection Act (Ontario) (PHIPA), the Personal Health Information Privacy and Access Act (New Brunswick), and other similar legislation duly enacted by any other provincial legislature in Canada, in the handling of Personal Health Information (PHI) provided by Customer.

2. Definitions

Personal Health Information (PHI): Any personal health information as defined in the applicable provincial law, and any health information, including demographic data and health numbers, relating to the past, present, or future physical or mental health or condition of an identifiable individual, that Customer provides through the Software.

Business Associate: 741512 NB Inc. provides a web-based software service for use in the medical/legal field and will act as an "Agent", "Information Manager", "Affiliate", or "Service Provider" within the meanings ascribed to those terms under provincial privacy laws governing the use, collection, and disclosure of PHI, or in such other similar capacity but in all cases will have the same duties and obligations in respect of Customer's PHI as are imposed upon "Agents", "Information Managers", "Affiliates", or "Service Providers", as the case may be in the province in which Customer carries on business. In Manitoba, 741512 NB Inc. will comply with PHIA as if it were the trustee, as required by PHIA subsection 25(4).

Customer: a healthcare provider, trustee or custodian subject to privacy and security regulations governing PHI.

Privacy Breach: the theft or loss of PHI, or any access, use, disclosure, destruction or alteration of PHI that is not permitted by applicable law or this Schedule B.

3. Responsibilities of 741512 NB Inc.

Permitted Uses and Disclosures: 741512 NB Inc. agrees to access and use PHI solely for the purpose of providing the Software services to Customer, and for no other purposes. It will use only the minimum amount of PHI necessary for that purpose. It will not sell PHI, use it for marketing, or use it to train artificial intelligence models.

Custody: PHI remains in the custody and under the control of Customer. 741512 NB Inc. acts only on Customer's behalf and instructions.

Safeguards: 741512 NB Inc. will implement administrative, physical, and technical safeguards that reasonably protect the confidentiality, security, accuracy, integrity, and availability of the PHI that it handles on behalf of the Customer, taking into account the sensitivity of the PHI.

Data Security Measures: 741512 NB Inc. agrees to encrypt PHI in transit and at rest, maintain unique user accounts and secure access controls, implement threat detection systems, and maintain a built-in audit log recording each user's access to PHI, available to Customer within its account.

Personnel: 741512 NB Inc. will limit access to PHI to its personnel who need it to provide or support the services. Each such person will sign a confidentiality pledge and receive privacy training before being given access.

Requests from Individuals: If 741512 NB Inc. receives a request from an individual to access or correct their PHI, it will refer the request to Customer within two (2) business days and assist Customer in responding.

4. Data Location and Retention

Storage: PHI is stored on cloud infrastructure located in Canada. No PHI is stored outside Canada.

AI Processing: Artificial intelligence processing may be performed transiently on servers outside Canada, configured with zero data retention, such that PHI is not stored by the AI provider and is not used to train artificial intelligence models. Customer agrees to update its notice of information practices to disclose such processing where required before its first use of the Software. On request, 741512 NB Inc. may offer Canada-only processing for Customer's account.

Retention: Uploaded files and generated outputs are automatically deleted thirty (30) days after upload. Customer may delete any case, or its entire account, at any time from within the Software. All destruction of PHI will be carried out in a manner that protects the privacy of the individuals concerned.

5. Breach Notification

Notice of Breach: 741512 NB Inc. agrees to notify the Customer of any actual or suspected Privacy Breach within twenty-four (24) hours of becoming aware of it. The notice will describe what happened and, as far as known, the PHI and individuals affected.

Mitigation: In the event of a Privacy Breach, 741512 NB Inc. will promptly take action to contain it, mitigate harmful effects, and take corrective measures.

Cooperation: 741512 NB Inc. will provide Customer with the information it needs to notify affected individuals and the applicable privacy regulator (such as the Manitoba Ombudsman), and will cooperate with any related investigation. 741512 NB Inc. will keep a record of all Privacy Breaches and the corrective actions taken.

6. Subcontractors

741512 NB Inc. will ensure that any subcontractors or agents to whom PHI is disclosed agree in writing to the same restrictions, conditions, and requirements outlined in this Schedule B, and remains responsible for their compliance. 741512 NB Inc. will notify Customer before adding a new subcontractor that stores or processes PHI.

7. Disclosures

Amazon Web Services: 741512 NB Inc. uses Amazon Web Services (AWS) to host the Software, store PHI in Canada, and perform document and artificial intelligence processing, under AWS's data processing terms. AI processing is configured with zero data retention and PHI is not used to train artificial intelligence models. Customer may request a copy of the applicable terms, which 741512 NB Inc. will endeavour to provide as soon as possible.

Convex Database: 741512 NB Inc. also utilizes Convex, Inc. ("Convex") as a database hosting service for the Software. 741512 NB Inc. has entered into a data processing agreement with Convex, the terms of which are contained in Convex's Terms of Service and Privacy Policy. Convex is used solely for storing application metadata such as case titles, dates, user account information, and case status. No Personal Health Information or actual medical document content is stored in Convex databases. Convex data is stored on secure cloud infrastructure with industry-standard encryption and security controls. Customer may request documentation of Convex's security practices from 741512 NB Inc.

8. Termination

Termination for Cause: If the Customer determines that 741512 NB Inc. has violated a material term of this Schedule B, or reasonably believes that PHI is not being protected as required by applicable law, the Customer may amend or terminate this Agreement on written notice.

Effect of Termination: Within thirty (30) days after termination, 741512 NB Inc. agrees to return or securely destroy all PHI obtained from the Customer, as Customer directs, except where retention is required by law, and will confirm the destruction in writing on request.

9. Audits and Inspections

Customer reserves the right to request an audit or inspection of 741512 NB Inc.'s systems to ensure compliance with this Schedule B and, in particular, may request:

API gateway metadata logs, which 741512 NB Inc. will provide within forty-eight (48) hours;

  • security monitoring status confirmation, which 741512 NB Inc. will provide within five (5) business days;
  • a System architecture diagram, which 741512 NB Inc. will provide immediately upon receipt of request; and
  • annual hosting provider compliance certification summaries, which 741512 NB Inc. will provide when available.

741512 NB Inc. will also cooperate with any investigation or audit by a privacy regulator relating to Customer's PHI. Customer acknowledges that its audit and inspection rights granted hereunder do not grant Customer the right to access either the Software's source code or 741512 NB Inc.'s on-site facilities.

10. Amendments

Any modifications or amendments to this Schedule B must be made in writing and agreed upon by both Parties, except as provided in Section 8.

11. Indemnification

741512 NB Inc. agrees to indemnify and hold harmless Customer from any costs, damages, or losses arising from any breach of this Schedule B.

12. Survival

The obligations in this Schedule B continue for as long as 741512 NB Inc. or its subcontractors hold any of Customer's PHI.

13. Governing Law

This Schedule B will be governed by and construed in accordance with the laws of the province in which Customer carries on business and the federal laws of Canada that apply there, including federal and provincial privacy laws.

SCHEDULE C - Clinical Use

Not a Medical Device: The Software is administrative software for reviewing and organizing medical documents. It is not a medical device and is not approved, cleared or licensed by Health Canada, the U.S. Food and Drug Administration, or any other regulatory authority.

Draft Outputs Only: All outputs, including summaries, chronologies, AI chat responses, and examiner drafts such as differential diagnoses and prognoses, are drafts for review by qualified professionals. They are not medical advice, diagnosis, or treatment recommendations.

Professional Responsibility: Customer and its licensed professionals remain solely responsible for reviewing, verifying, and correcting all outputs before relying on them, and for all clinical, medical-legal, and professional opinions and decisions.

Accuracy: Artificial intelligence may produce errors or incomplete information. Every output line cites its source page so that it can be verified.

No Emergency Use: The Software must not be used for emergencies, time-critical clinical decisions, or patient monitoring.

Contact

741512 NB Inc. (Clinexa.co) and Neopric Inc., Saint John, New Brunswick, Canada  ·  Email: info@neopric.com