Cliniify Health Group Inc.

www.cliniify.ca | hello@cliniify.ca | Montreal, Quebec, Canada

1. Acceptance of Terms

By accessing or using the Cliniify platform, website (www.cliniify.ca), mobile applications, or any related services (collectively, the "Services"), you agree to be bound by these Terms and Conditions ("Terms"). These Terms constitute a legally binding agreement between you ("User", "Subscriber", or "Clinic") and Cliniify Health Group Inc. ("Cliniify", "we", "us", or "our").

If you are accepting these Terms on behalf of a dental practice, clinic, or organization, you represent and warrant that you have authority to bind that entity to these Terms. If you do not agree to these Terms, you must not access or use our Services.

2. Description of Services

Cliniify provides a cloud-based AI-powered dental practice management platform designed for dental clinics and dental hygienists operating in Canada.

Our Services include, but are not limited to:

• Patient record management and electronic health records
• Appointment scheduling and calendar management
• AI-assisted clinical documentation via the AXON AI Copilot module
• Dental insurance claim submission through CDAnet, iTRANS, RAMQ, and ACDQ Express
• Patient communication and follow-up automation
• Billing and payment processing
• Reporting and analytics dashboards
• Multi-location clinic management

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time with reasonable notice to active subscribers.

3. Account Registration and Security

To access our Services, you must create an account and provide accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized access or security breach at hello@cliniify.ca
• Ensuring all users within your organization comply with these Terms

You must not share your account credentials with unauthorized parties. Cliniify reserves the right to suspend or terminate accounts that violate these Terms or pose a security risk.

4. Subscription Plans and Payment

4.1 Subscription Plans

Cliniify offers various subscription plans as described on our website. Features and limitations vary by plan.

By subscribing, you agree to the terms of your selected plan, including any limits on the number of dentists, hygienists, or patient records included.

4.2 Billing and Payment

Subscription fees are billed in Canadian dollars on a monthly or annual basis, as selected at the time of purchase. All payments are due in advance.

You authorize Cliniify to charge your payment method on file for all applicable fees.

Prices are subject to change with 30 days written notice to active subscribers. Continued use of the Services after a price change constitutes acceptance of the new pricing.

4.3 Taxes

All fees are exclusive of applicable taxes including GST/HST and QST.

You are responsible for all taxes applicable to your subscription based on your location and the nature of your clinic's operations.

4.4 Refund Policy

Monthly subscriptions are non-refundable.

Annual subscriptions may be eligible for a pro-rated refund within the first 30 days of the subscription term, at Cliniify's sole discretion.

Free trial periods, if offered, do not require payment and can be cancelled at any time before the trial ends.

4.5 Free Migration

Cliniify offers complimentary data migration from your existing dental software as part of your onboarding.

This is a one-time service included with your subscription. Additional migration requests may be subject to additional fees.

5. Patient Data, PHIPA, and Health Information

5.1 Clinic as Health Information Custodian

Dental clinics using Cliniify remain the Health Information Custodian of their patients' Personal Health Information (PHI) as defined under the Personal Health Information Protection Act (PHIPA).

Cliniify acts as an agent of the Custodian in processing PHI solely for the purposes of delivering the contracted Services.

5.2 Our Obligations as Agent

As your PHIPA-compliant agent, Cliniify agrees to:

• Process PHI only as directed by the Clinic and in accordance with PHIPA
• Store all PHI exclusively on servers located within Canada
• Implement appropriate administrative, technical, and physical safeguards
• Notify the Clinic without undue delay upon becoming aware of a privacy breach
• Assist the Clinic in meeting its obligations under PHIPA and Law 25
• Delete or return PHI upon termination of the agreement as instructed by the Clinic

5.3 Clinic Responsibilities

The Clinic is solely responsible for:

• Obtaining all necessary patient consents required under PHIPA and applicable law
• Ensuring its use of Cliniify complies with all professional regulatory requirements
• Training staff on proper use of the platform and patient data handling
• Maintaining accurate and up-to-date patient records

6. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in compliance with all applicable Canadian laws and regulations.

You must not:

• Use the Services to process or store data in violation of PHIPA, PIPEDA, or Law 25
• Attempt to gain unauthorized access to any part of the Services or related systems
• Introduce malware, viruses, or any malicious code into the platform
• Use the Services to engage in any fraudulent, abusive, or harmful activity
• Reproduce, duplicate, copy, or resell any part of the Services without written authorization
• Use automated scripts or bots to access the Services without our express written permission
• Reverse engineer, decompile, or disassemble any part of the Services

Violation of this Acceptable Use Policy may result in immediate suspension or termination of your account.

7. Intellectual Property

All content, features, functionality, and technology comprising the Cliniify platform — including but not limited to the AXON AI Copilot, software code, algorithms, user interface designs, logos, and trademarks — are the exclusive property of Cliniify Health Group Inc. and are protected by Canadian and international intellectual property laws.

You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal clinic operations during the term of your subscription.

This license does not include:

• Any resale or commercial use of the Services or its contents
• Any collection or use of product listings, descriptions, or pricing
• Any derivative use of the Services or its contents

Any feedback, suggestions, or ideas you provide to Cliniify may be used by us without restriction or compensation to you.

8. Third-Party Services and Integrations

Our Services integrate with third-party networks and services including CDAnet, iTRANS, RAMQ, ACDQ Express, and payment processors.

Your use of these integrated services is subject to the respective terms and conditions of those third parties.

Cliniify is not responsible for the availability, accuracy, or conduct of third-party services.

9. Service Availability and Uptime

Cliniify strives to maintain high platform availability. We target 99.5% monthly uptime for production environments, excluding scheduled maintenance windows, which will be communicated to subscribers in advance with at least 48 hours notice where possible.

We are not liable for any downtime caused by circumstances beyond our reasonable control, including internet outages, third-party service failures, or force majeure events.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE CANADIAN LAW, CLINIIFY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.

IN NO EVENT SHALL CLINIIFY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO CLINIIFY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limitations apply regardless of the legal theory on which the claim is based, even if Cliniify has been advised of the possibility of such damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless Cliniify Health Group Inc. and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of or access to the Services
• Your violation of these Terms
• Your violation of any applicable law or the rights of any third party
• Any patient data that you submit, store, or process through the Services

12. Term and Termination

12.1 Term

These Terms remain in effect for the duration of your subscription to the Services.

12.2 Termination by You

You may cancel your subscription at any time through your account settings or by contacting hello@cliniify.ca.

Cancellation takes effect at the end of the current billing period.

12.3 Termination by Cliniify

Cliniify may suspend or terminate your account immediately if you breach these Terms, fail to pay applicable fees, or if required by applicable law.

We will provide reasonable notice where circumstances permit.

12.4 Effect of Termination

Upon termination, your right to use the Services ceases immediately.

You are responsible for exporting your data before termination.

Cliniify will retain and then delete your data in accordance with our Privacy Policy and applicable law.

Patient health information will be handled as required by PHIPA and provincial dental regulatory requirements.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute arising out of or in connection with these Terms shall first be subject to good faith negotiation between the parties.

If the dispute cannot be resolved through negotiation within 30 days, the parties agree to submit to the exclusive jurisdiction of the courts of the Province of Quebec, Canada.

For Quebec consumers, your rights under the Quebec Consumer Protection Act are not affected by these Terms.

14. Changes to These Terms

We reserve the right to modify these Terms at any time.

We will notify active subscribers of material changes by email and by posting the updated Terms on our website with a revised effective date.

Changes take effect 30 days after notification unless you terminate your subscription during that period.

Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms.

15. Entire Agreement and Severability

These Terms, together with our Privacy Policy and any subscription order forms, constitute the entire agreement between you and Cliniify regarding the Services and supersede all prior agreements, representations, and understandings.

If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

Our failure to enforce any right or provision shall not be deemed a waiver of that right or provision.

16. Contact Information

For questions about these Terms and Conditions, please contact:

• Company: Cliniify Health Group Inc.
• Attention: Legal / Terms Inquiries
• Email: hello@cliniify.ca
• Website: www.cliniify.ca
• Address: Montreal, Quebec, Canada