Subscriber Terms of Use

These Subscriber Terms of Use (the "Terms") are a binding agreement between Scribeberry Inc. ("Scribeberry", "we", "us", or "our") and the clinic, practice, or other organization that subscribes to the Scribeberry clinic management platform (the "Subscriber", "you", or "your"), and each individual who accesses the platform on the Subscriber's behalf.

By creating a staff account, inviting staff, or otherwise accessing the staff portal or related administrative surfaces, you agree to these Terms. If you accept on behalf of a clinic, you represent that you have authority to bind that clinic.

These Terms work together with any Business Associate Agreement, Information Manager Agreement, Data Processing Addendum, order form, or other written agreement between you and Scribeberry (each, a "Supplemental Agreement"). If a Supplemental Agreement conflicts with these Terms on processing of personal or health information, the Supplemental Agreement controls for that subject.

1. The service

Scribeberry provides a cloud software platform for clinic operations, including scheduling, patient records, messaging, intake, billing support features, patient portal access, online booking, and related tools (the "Service"). Features may vary by plan, configuration, and jurisdiction.

We may update the Service, including adding or removing features, provided we do not materially reduce core contracted functionality without reasonable notice, except where required for security, legal compliance, or third-party dependency changes.

2. Roles and responsibilities

Your clinic is the custodian (and, where applicable, controller) of patient health information and other clinical and operational records entered into or generated through the Service for your patients ("Clinic Data"). You decide what Clinic Data to collect, how it is used for care and clinic operations, which staff may access it, and which clinic-facing privacy, consent, and patient terms apply.

Scribeberry acts as your service provider and processor (and, where applicable, information manager or business associate) for Clinic Data. We process Clinic Data only to provide, secure, support, and improve the Service; to comply with law; and as otherwise described in the applicable Supplemental Agreement and our Platform Privacy Notice.

Scribeberry also processes platform account, authentication, audit, support, and operational data as described in the Platform Privacy Notice. Patient authentication credentials and session data used to access clinic portals may be processed by Scribeberry as described in the Patient Account Terms and Platform Privacy Notice.

You are responsible for: (a) the accuracy and lawfulness of Clinic Data you submit; (b) configuring roles and access appropriately; (c) maintaining clinical, administrative, and privacy policies required for your practice; (d) obtaining any consents or authorities required for your use of the Service with patients; and (e) ensuring staff use the Service in compliance with applicable health privacy, professional, and consumer protection laws.

3. Accounts and access

You must provide accurate registration information and keep owner and administrator contacts current. You are responsible for all activity under your clinic's accounts and for promptly disabling access when staff leave or change roles.

You will implement reasonable security practices for staff devices and credentials, including multi-factor authentication where enabled or required. You must notify us promptly at security@scribeberry.com if you become aware of unauthorized access to the Service or a credential compromise affecting your clinic.

We may suspend an account or clinic access where we reasonably believe there is a security risk, unlawful use, non-payment, or material breach of these Terms, and we will work in good faith to restore access once the issue is resolved where practicable.

4. Acceptable use

You may use the Service only for lawful clinic operations and care delivery. You will not: (a) access another clinic's data without authorization; (b) reverse engineer, scrape, or attempt to bypass security or access controls except as permitted by law; (c) use the Service to develop a competing product using non-public aspects of the Service; (d) upload malware or content you do not have rights to process; (e) misuse patient communications features for spam or unlawful solicitation; or (f) interfere with the integrity or performance of the Service.

You remain responsible for clinical decision-making. The Service does not replace professional judgment, and Scribeberry does not practice medicine, psychology, or any regulated health profession.

5. Fees and taxes

Fees, billing cycles, and plan details are set out in your order form, checkout flow, or other commercial terms presented at subscription. Unless stated otherwise, fees are exclusive of applicable taxes. Late or failed payment may result in suspension after notice.

Except where required by law or expressly stated otherwise, subscription fees are non-refundable for partial periods once a billing period has begun.

6. Intellectual property

Scribeberry and its licensors own the Service, software, documentation, branding, and all related intellectual property. These Terms grant you a limited, non-exclusive, non-transferable right to access and use the Service during your subscription for your internal clinic operations.

You retain all rights in Clinic Data. You grant Scribeberry a limited license to host, process, transmit, display, and create de-identified or aggregated operational metrics from Clinic Data solely as needed to provide and improve the Service, maintain security, and meet legal obligations, consistent with applicable Supplemental Agreements.

Feedback you provide may be used by Scribeberry without restriction or obligation to you, provided we do not publicly attribute confidential clinic information without consent.

7. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and subprocessors who need it and are bound by confidentiality obligations, or as required by law.

Clinic Data is your Confidential Information. The Service's non-public features, pricing not publicly posted, and security documentation are our Confidential Information. Obligations do not apply to information that is public through no fault of the receiving party, independently developed, or rightfully received from a third party without duty of confidentiality.

8. Privacy and data protection

Our Platform Privacy Notice explains how Scribeberry collects and uses platform data. Your clinic's patient-facing privacy policy governs how you handle patient health information for care.

Where required for your jurisdiction or patient population, you and Scribeberry will execute an appropriate Supplemental Agreement (for example, an Alberta Health Information Act Information Manager Agreement, a HIPAA Business Associate Agreement, or a GDPR Data Processing Addendum). Those documents define permitted processing, subprocessors, breach notice, and return or deletion of Clinic Data.

9. Third-party services

The Service may integrate with third-party products you enable (for example, payment, fax, SMS, email, speech, or billing gateways). Your use of those products may be subject to the third party's terms. Scribeberry is not responsible for third-party services you choose to connect, except for our own obligations as your processor when we transmit data to a subprocessor we engage to provide the Service.

10. Warranties and disclaimers

We provide the Service using commercially reasonable skill and care and will maintain industry-standard administrative, technical, and physical safeguards appropriate to the nature of the Service.

Except as expressly stated in these Terms or a Supplemental Agreement, the Service is provided "as is." To the maximum extent permitted by law, we disclaim implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation, or that the Service will meet every clinical or regulatory workflow need without configuration by you.

11. Indemnity

You will defend and indemnify Scribeberry against third-party claims arising from: (a) Clinic Data or your clinical or administrative use of the Service; (b) your breach of these Terms or applicable law; or (c) disputes between you and your patients, staff, or payers, except to the extent caused by our material breach or negligence.

Scribeberry will defend and indemnify you against third-party claims that the unmodified Service infringes a third party's intellectual property right, provided you give prompt notice and reasonable cooperation. If infringement is alleged, we may modify the Service, procure a license, or terminate the affected feature with a pro-rata refund of prepaid unused fees for that feature.

12. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, cover, or punitive damages, or lost profits, revenue, or goodwill, even if advised of the possibility.

Except for: (a) your payment obligations; (b) your indemnity obligations; (c) misuse of the other party's intellectual property; or (d) liability that cannot be limited by law, each party's aggregate liability arising out of these Terms is limited to the fees paid or payable by you to Scribeberry for the Service in the twelve (12) months before the event giving rise to liability.

Nothing in these Terms excludes liability for fraud, willful misconduct, or death or personal injury caused by negligence where such exclusion is prohibited by law.

13. Term and termination

These Terms continue for your subscription term and renew according to your commercial terms unless cancelled as provided there.

Either party may terminate for material breach if the breach remains uncured thirty (30) days after written notice, or immediately if the other party ceases business or enters insolvency proceedings where permitted by law.

On termination or expiry, your right to access the Service ends. Upon written request within thirty (30) days (or longer if required by a Supplemental Agreement or law), we will make Clinic Data available for export in a reasonable format, then delete or de-identify it from active systems according to our retention schedule and legal obligations, except copies retained in backups for a limited period or as required by law.

14. Dispute resolution and governing law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there, without regard to conflict-of-law rules.

The courts of Calgary, Alberta have exclusive jurisdiction over disputes arising from these Terms, except that either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

Before filing a claim, the parties will attempt in good faith to resolve the dispute by escalating to each party's business contact within fifteen (15) days of written notice of the dispute.

15. General

We may update these Terms by posting a revised version with an updated "Last updated" date and, for material adverse changes to paying Subscribers, providing reasonable notice (for example, by email or in-product notice). Continued use after the effective date constitutes acceptance, except where acceptance of a new version is required by a Supplemental Agreement or law.

You may not assign these Terms without our prior written consent, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee is not a competitor and assumes these Terms. We may assign to an affiliate or in connection with a corporate transaction.

If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver. These Terms, together with Supplemental Agreements and order forms, are the entire agreement regarding the Service and supersede prior proposals on the same subject.

Notices to Scribeberry may be sent to legal@scribeberry.com. Notices to you may be sent to the owner or billing email on your account.

Contact

Questions about these Subscriber Terms: legal@scribeberry.com.

Scribeberry Inc., Canada.