TERMS AND CONDITIONS OF USE

 

LAST UPDATED: Nov 19 2024

 

1. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you.  Please read it carefully.

 

These terms require the use of arbitration to resolve disputes, rather than recourse to the judicial system.

 

You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an Organization, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

 

You may not obtain the Services if you: (i) do not agree to these terms and conditions; (ii) are not duly authorized to enter into this agreement in your province or jurisdiction of residence, incorporation, or establishment, as the case may be; or (iii) are prohibited from accessing or using the Services by applicable law.

 

These terms and conditions (these "Terms") apply to the access and use by you, of the web-based application known as QuickChart (the “App”) and any other platform, website, products, and services made available (the “Services”) by QuickChart Inc., a corporation incorporated under the federal laws of Canada (referred to as “Company”, "us", "we", or "our"); the use of the term Services in these Terms shall include the App.  These Terms are subject to change by without prior written notice at any time, in our sole discretion. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the website, at www.quickchart.ca/terms.  You should review these Terms before accessing or using the Services made available by us.  

 

You may accept these Terms by clicking a box, downloading or by otherwise indicating your acceptance and subsequently, by continuing to access and use the Services, you agree to be bound by these Terms, as may be amended from time to time, which establishes a contractual relationship between you and us (this “Agreement”).IF YOU DO NOT AGREE TO THESE TERMS, AS AMENDED, AT ANY TIME, YOU SHOULD NOT ACCESS OR USE THE SERVICES.These Terms supersede prior agreements or discussions between you and us regarding the Services.We may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time and for any reason whatsoever.

 

We may amend the Terms, or any additional terms or policies, related to the Services from time to time.We will provide you with notice in the event of a material change to these Terms, policies or additional terms that may detrimentally affect your rights under these Terms, by sending you an email, providing notice through our Services, or updating the “Last Updated Date” at the top of these Terms.Unless otherwise indicated, the amendments will be effective immediately upon posting of the updated Terms.Your continued use of the Services after we provide such notice, if applicable, or after we post the updated Terms, constitutes your acceptance of the changes and your consent to be bound by the Terms, as amended.IF YOU DO NOT AGREE TO THE AMENDED AND UPDATED TERMS, YOU MUST STOP USING THE SERVICES.

 

You should also carefully review our Privacy Policy, found here at www.quickchart.ca/privacy before using the Services.

 

1. BACKGROUND

 

We proudly offer an innovative platform, QuickChart, that utilizes a combination of self-hosted and third-party services to transcribe and summarize live audio into concise, comprehensible medical notes. Our application is adept at generating extensive notes from minimal text and audio inputs, leveraging advanced algorithms and machine learning techniques for accuracy and efficiency.

 

1. THIRD-PARTY SERVICES

 

We integrate third-party technologies and/or services to enhance functionality and user experience. This includes the use of Microsoft Azure (“Azure”), Anthropic PBC (“Anthropic”), and cloud computing services provided by Amazon Web Service, LLC (“Amazon Web Service”). Azure and Anthropic offer advanced AI models essential for tasks such as natural language processing and content generation. Amazon Web Service provides a reliable cloud infrastructure, ensuring smooth application performance. The use of any third party services, including Azure and Amazon Web Service, are governed by their respective privacy policies, terms of use, and security policies, as the case may be. By using our Services, you acknowledge and consent to the use of these third-party technologies as integral components of our service.

 

1. INFORMATION PROVIDED TO US

 

We do not store any of your data apart from your login information and usage data which may be used for evaluation and improvement of our services, as set out in Section 5. WE DO NOT HAVE ACCESS TO CLINICAL DATA, PERSONAL HEALTH INFORMATION, OR NOTES GENERATED BY THE SERVICES. QuickChart only stores data temporarily, for a period not exceeding 30 days, to synchronize notes across your devices, and once deleted by you, no data is stored. All information we collect, including Usage Data, will be collected and used in accordance with Our Privacy Policy available at www.quickchart.ca/privacy.

 

1. HOW WE USE YOUR INFORMATION

 

We use information that we collect about you or that you provide to us, including any personal information:

 

1. To provide you with the Services, including the website, App and the respective contents.

2. To provide you with information, products or services that you request from us.

3. To fulfill the purposes for which you provided it or that were described when it was collected or any other purpose for which you provide it.

4. To provide notices about your account/subscription, including expiration and renewal notices.

5. To carry out our obligations and enforce our rights in any contracts with you, including for billing and collection or to comply with legal requirements.

6. To notify you when App updates are available, and of changes to any products or services we offer or provide though it.

7. To improve our App, products or services, or customer relationships and experiences.

8. For any other purpose with your consent.

 

1. USER RESPONSIBILITIES

 

Our platform helps you transcribe and summarize audio into concise, comprehensible medical notes. By using the Services, you acknowledge, agree, and warrant that you are compliant with all local, provincial, state, and federal laws and regulations and professional standards of practice with respect to:

 

1. Accuracy and Completeness of Information: You are responsible for ensuring the accuracy and completeness of the information you provide to the Services, in compliance with professional standards and applicable healthcare laws in the jurisdiction of use.

2. Compliance with Laws and Regulations: You agree to comply with all relevant laws, regulations, and rules applicable in your jurisdiction related to your use of the Services and the data you submit.

3. Consents and Permissions: You must obtain all necessary consents and permissions from individuals whose data you submit to the Services, particularly for any sensitive patient data, in compliance with your jurisdiction’s laws and regulations, as well as any regulatory requirements and best practices.

4. Use in Institutions: You must obtain all necessary consents, authorizations, or approvals, as the case may be, from any institution that employs, contracts, or otherwise maintains a relationship with you prior to using the Services in any such institution. For greater clarity, an “institution” can be a hospital, clinic, or any other third-party that is not a party to these Terms. You are responsible for ensuring your use of the Services complies with their institution's policies and procedures, particularly regarding the handling and disclosure of patient information, including personal health information.

5. Confidentiality of Access Credentials: You are responsible for maintaining the confidentiality of any access credentials, such as usernames and passwords, related to your use of the Services.

6. While we strive to provide reliable and continuous access to our services, interruptions may occur due to factors beyond our control. These may include, but are not limited to, third-party service disruptions, power outages, internet or cellular network issues, and other unforeseen circumstances. As such, we cannot guarantee that the service will always be available or free from interruptions. By using our service, you acknowledge and accept these limitations, and we shall not be held liable for any damages or losses resulting from such interruptions.

 

1. ACCESS AND USE OF SERVICES

 

1. Grant of Rights. Subject to these Terms, we hereby grant to you a limited, royalty-free, non-exclusive, non-sublicensable, non-transferable right to access and use the Service in accordance with these Terms. All rights not expressly granted to you are reserved by us. There are no implied rights.

 

1. Account and Access. In order to access and use the Services, you will be required to create a user account (“Account”). You agree that:

 

1. Provide complete and accurate information when registering your Account.

2. Update your Account if any of your information changes.

3. Immediately notify us of any unauthorized access or use of your Account.

4. Do not create an Account for any other individual or organization, regardless of your relationship with the individual or organization.

5. Keep your Account access information (Username, password, or any other form of authentication) confidential and secure.

 

1. Payment and Billing.

 

1. We utilize third-party payment processors ("Payment Processors") for billing through your account-linked payment methods ("Billing Information"). Payment processing is subject to both the Payment Processors' policies and these Terms. We are not liable for the Payment Processors' actions or inactions. By using our Services, you consent to pay the charges at the rates specified in our pricing and billing policies, accessible when signed into your account. You authorize us and the Payment Processors to charge these amounts, including taxes, to your specified payment method ("Payment Method").

2. You must keep your Account and Billing Information current, complete, and accurate, and update it promptly upon changes (e.g., changes in billing address, credit card number, or expiration date). Notify us or our Payment Processors immediately if your payment method is canceled (e.g., due to loss or theft) or becomes inoperable. Updates can be made in your Account or by contacting us at info@quickchart.ca.

3. By using the Services and agreeing to these Terms, you consent to recurring billing and automatic charges by us or our Payment Processors using your Payment Methods. If specific terms and conditions apply to your payment method or fees, as outlined in order forms, invoices, or elsewhere, those terms also apply alongside these Terms. To verify your account information, you may be billed up to your current balance at any time.

4. We reserve the right to deactivate, terminate, or restrict access to accounts and services at our discretion, including for nonpayment or late payment. We reserve the right to modify, update, or change the details of our Service plans, pricing, and features at any time at our sole discretion. At our discretion, some changes may be communicated through updates to these Terms or via email notification. Your continued use of the Services after such changes constitutes your acceptance of the updated plans and pricing. 

5. Unless canceled, your subscription will renew automatically at the then-current rate. You may cancel your subscription at any time before the renewal date to avoid charges for the next billing cycle. All payments are non-refundable unless otherwise stated. This includes unused portions of subscriptions or credits.

6. You are responsible for all taxes, duties, and customs fees related to your purchase of the Services, including sales, use, HST/GST, PST, or VAT, as applicable. Our prices do not cover these taxes. If applicable, taxes will be billed or collected at purchase. In certain areas, we may calculate and remit taxes for you. If you believe a tax doesn't apply or require withholding, provide valid proof or tax ID as necessary. You must also supply any tax information we need to comply with our obligations. You bear responsibility for any issues or penalties from tax misrepresentations or non-compliance.

7. We may offer Service credits from time to time, and any provision of such credits is governed by the disclosures, terms and policies concerning the credits. You acknowledge and agree that all credits, whether previously offered or otherwise, are revocable or subject to early expiration at any time and for any reason or no reason by us, including for abuse, misrepresentation of Account information, unauthorized transfer, or illegal conduct by you.

 

1. Restrictions on Use. You shall not use the Services for any purposes beyond the scope of the access granted under these Terms. Without limiting the generality of the foregoing, You shall not at any time, directly or indirectly:

   1. copy, modify, or create derivative works of the Services or any related documentation that may be provided, in whole or in part;

   2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or any associated documentation;

   3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any proprietary information or components related to the Services, in whole or in part, including any activity that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services, as the case may be;

   4. remove any proprietary notices from the Services;

   5. use the Services in any manner or for any purpose that infringes, misappropriates, depreciates the goodwill of or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;

   6. use the Services for the purpose of developing a product or service that may be competitive with the Services;

   7. Use our Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

   8. Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;

   9. Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.

 

1. Suspension/Termination of Use. Notwithstanding anything to the contrary in these Terms, we may, at our sole discretion, temporarily suspend, or terminate, your access to any portion or all of the Services if:

   1. We reasonably determine that:

      1. there is a threat or attack on any of our intellectual property rights, including copyright, trademarks, trade secrets, patents, patent applications, industrial designs and any other similar rights or interests recognized by applicable law;

      2. your use of the Services disrupts or poses a security risk to our intellectual property;

      3. you are using the Services for fraudulent or illegal activities;

      4. Our provision of the Apps to any User is prohibited by applicable law; or

   2. We have reasonably determined that you are in breach of these Terms.

 

While we prefer to give advance notice of termination, we reserve the right, in our sole discretion, to terminate your access to all or any part of the Services at any time, with or without notice, effective immediately. Any such termination may result in the immediate forfeiture and destruction of data associated with your Account. Except as otherwise set forth herein or expressly agreed between the parties, any and all fees paid to us are non-refundable and any and all fees still owed to us at the time of such termination shall be immediately due and payable. Upon termination, any and all rights granted to you by these Terms will immediately be terminated, and you must also promptly discontinue all use of the Services. All provisions of these Terms which by their nature should reasonably be expected to survive termination shall survive termination.

 

1. Reserved Rights. We reserve all rights not expressly granted to You in these Terms. Except for the limited rights and licenses expressly granted under this Agreement, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest to any of our intellectual property. We reserve the right at any time to alter the price, features, specifications, capabilities, functions, terms, release dates, general availability or other characteristics of the Services. Updates, upgrades, patches, and modifications may be necessary in order to be able to continue to use the Services on certain hardware.

 

NO OTHER RIGHTS ARE GRANTED EXCEPT AS EXPRESSLY SET FORTH HEREIN.

 

1. USAGE DATA AND PRIVACY

 

1. Usage Data. Notwithstanding anything to the contrary in this Agreement, We may monitor Your use of the Services and collect and compile data related to such use (“Usage Data”). As between us and you, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that we may compile Usage Data input into the App. You agree that We may: (i) make Usage Data publicly available in compliance with applicable law; and (ii) use Usage Data to the extent and in the manner permitted under applicable law; provided that such Usage Data do not identify Your personal information as defined in our Privacy Policy. All information we collect, including Usage Data, will be collected and used in accordance with Our Privacy Policy available at www.quickchart.ca/privacy.

 

1. Notice and Consent to Electronic Communications. By accessing or using the Apps, you also consent to receive electronic communications from us (e.g., responses to your requests, questions and feedback, announcements, updates, and security alerts through a push notification or by posting notices on our Services). You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing.

 

1. Feedback. If You send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to our Service or regarding our intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, templates, forms, suggestions, or the like (“Feedback“), We may use any Feedback that you voluntarily provide in connection with your use of the Services as part of our business operations irrespective of any other obligation or limitation between the parties governing such Feedback. You hereby assign to us on your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback. It is your sole responsibility to ensure that any Feedback provided to us does not contain personal health information or any identifiers as defined under applicable laws and regulations

 

1. Personal Information and Privacy. We respect the privacy rights of any personal information provided by the you in accordance with PIPEDA. The specific policies and safeguards in place to protect your personal information are detailed in our Privacy Policy, available at www.quickchart.ca/privacy for further detail.

                    

1. LIMITATION OF LIABILITY

 

1. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR AGGRAVATED DAMAGES, LOST PROFITS OR REVENUES, OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.  WE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES, OR YOUR INABILITY TO ACCESS OR USE THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  WE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.

2. OUR SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE FEES PAID BY YOU FOR THE SERVICES.

3. THE SERVICES MAY BE USED BY YOU TO TRANSCRIBE AND SUMMARIZE LIVE AUDIO INTO CONCISE, COMPREHENSIBLE MEDICAL NOTES, BUT YOU AGREE THE WE DO NOT STORE, HOLD, RETAIN, OR OTHERWISE ACCESS PERSONAL HEALTH INFORMATION OF ANY THIRD PARTY INDIVIDUAL AND HAVE NO RESPONSIBILITY TO ANY THIRD PARTY WHATSOEVER.

 

1. INDEMNITY.

 

YOU AGREE TO INDEMNIFY AND HOLD US, OUR AFFILIATES AND OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND OTHER PROFESSIONAL SERVICES) ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF THE APP OR SERVICES OBTAINED THROUGH YOUR USE OF THE SERVICES OR APP; (II) YOUR BREACH OR VIOLATION OF ANY OF THESE TERMS; AND (III) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY.

 

1. NO WARRANTY

 

THE SERVICES ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE LICENSOR PROVIDES NO CONDITION, WARRANTY, OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

1. Waiver of Recourse to Courts and Binding Arbitration

 

UNLESS PROHIBITED BY LAW, ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OR USE OF SERVICES THROUGH THIS SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

 

The arbitration will be administered in accordance with the Arbitration Act, 1991 and the ADR Institution of Canada, Inc. Arbitration Rules, as applicable.

 

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.

 

If any provision of this arbitration clause is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.

 

1. ASSIGNMENT

 

You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 13 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.

 

1. NO WAIVERS

 

The failure or delay by us to exercise or enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of us.

 

1. INCORPORATION BY REFERENCE

 

Policies (including the Privacy Policy), guidelines, user guides, or any other materials provided by QuickChart related to your use of the Services are hereby incorporated by reference into these Terms and shall be binding upon you to the same extent as if set forth herein in full.

 

1. NO THIRD-PARTY BENEFICIARIES

 

These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you, unless expressly set out herein.

 

1. RELATIONSHIP OF THE PARTIES

 

This Agreement does not constitute a partnership or joint venture, and nothing herein contained is intended to constitute, nor will it be construed to constitute, such a partnership or joint venture. Except as expressly provided in this Agreement, neither We nor You will have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.

 

1. FORCE MAJEURE

 

Notwithstanding anything herein to the contrary, QuickChart shall not be liable for any delay or failure in performance caused by circumstances beyond our reasonable control.

 

1. NOTICES

 

1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide to us and consent to us using; or (ii) posting to the App. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

 

1. To Us. To give us notice under these Terms, you must contact us as follows: (i) by email to info@quickchart.ca; or (ii) by personal delivery, overnight courier or registered or certified mail to Joel Moktar at 2120 Regent St., Unit 2, Sudbury, Ontario, P3E 3Z9.  We may update the email address or address for notices to us by posting a notice on the Site.  Notices provided by personal delivery will be effective immediately.  Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

 

1. SEVERABILITY

If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.

1. ENTIRE AGREEMENT

These Terms and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.