Terms of Use

Last updated: February 1, 2022

These Terms of Use (the “Terms”) are between the user of our Services (the “End User” or “you”) and Stenoa Inc., located at 800, Square Victoria, Suite 3500, Montréal, Québec, H4Z 1E9, Canada (“Stenoa,” “we,” “our,” or “us”). They are an enforceable agreement, so please read them carefully.

These Terms are effective upon your acceptance, including by accessing our web application (the “Web App”) or downloading our mobile application (the “Mobile App”), if applicable (the “Effective Date”), and continue in full force until terminated by either party in accordance with these Terms.

1. DEFINITIONS

In these Terms, capitalized terms have the meanings set forth below:

2. ACCOUNTS

You are provided with access to the Services on the conditions set forth in these Terms. You represent and warrant that a) you are at least 18 years of age, and b) you have not previously been suspended or removed from the Services. You agree and understand that our Services may not be available in all languages or regions.

To access most features of our Services, you must register for an account. When you register for an account, you will be required to provide us with some information about yourself, as described in our Privacy Policy. You represent and warrant that the information that you provide to Stenoa is accurate, and that you will keep it accurate and up to date at all times. It is your responsibility to update your information in the Mobile App and any clinical information relevant to the treatment of Patients.

You agree that End Users’ accounts are provisioned and managed by Health Institutions. Admins may personalize the Services, including by requesting different data points or communication channels or information about Patients, or by removing or suspending accesses which are made available to you. We are not responsible for how Health Institutions decide to manage the Services. Please reach out to your Health Institution for additional questions.

When you register to use our Services, your account will be linked to your phone number to retrieve your account in case you lose access to your account. It is your responsibility to keep this phone number updated with our Services, and any passwords, confidential. If you lose this phone number or if your password is compromised by your fault, we will not be responsible. You are responsible for any actions performed in your account. If you believe your account is no longer secure, please contact us at privacy@stenoa.com.

3. LICENSE

Subject to these Terms, Stenoa hereby grants you, for the duration of the Services, and solely for the Intended Purposes, a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to install, access and use one object code copy of the Mobile App obtained from a legitimate marketplace on a mobile device that you own or control (or that is owned or controlled by your Health Institution); and otherwise, access and use the Services.

4. BETA SERVICES

You agree and understand that the Beta Services are still in development.

  1. The Beta Services may contain bugs, errors, and security issues.
  2. Certain Beta Services may require the processing of Personal Data to leverage predictive algorithms which may be in training or in development. Beta Services can use algorithms in training which may still contain bias and inaccuracies.
  3. Certain functionalities may not be fully available, or unusual performance issues, such as delay loading certain pages, may occur.

If we provide you with access to our Beta Services, you agree that your use of the Beta Services, and access to such Beta Services, does not allow you to release any material associated with the Beta Services publicly. The Beta Services are our Confidential Information unless we indicate otherwise. The Beta Services are optional and will be identified as such. We have no liability whatsoever for Beta Services.

5. END USER OBLIGATIONS

You agree not to upload, transmit or use the Services to share PHI without first ensuring that you have a proper consent, or that it is permitted under applicable laws. We will not be responsible for any breach of the foregoing, including for any damages or third-party claims resulting from the foregoing.

You are solely responsible for ensuring that the Services are adequate for your intended use, including based on your professional obligations and for the treatments required by the Patients.

The Services are not intended to replace medical judgment and opinions, and the End User is solely responsible for:

  1. Determining which Patient Case should be created within the Services given a Patient’s health condition;
  2. Ensuring that the processing of personal health information through the Services is permitted under Applicable Laws, including by obtaining medical consents and providing transparency notices when required under Applicable Laws;
  3. Determining the appropriate treatment to address Patients’ ACS symptoms and other medical situations and following up on such treatments to ensure that they remain appropriate over time;
  4. Making any professional determination or analysis regarding the prescription or administration of medications or interventions for the Patient, including by determining if such medications are appropriate, where applicable; and
  5. Making appropriate back-ups and copies of the information stored or collected by the Services as necessary for complying with Applicable Laws and providing medical treatments. You agree and understand that the Services should not be used as a primary means of storing Patient information, or otherwise as a medical archive or for storing medical records. You are responsible for extracting medical information and making copies in appropriate medical records, such as when a Patient Case has been coordinated and completed.

Except as set forth in our agreement with the Health Institution, you agree and understand that Stenoa is not responsible for a breach of the foregoing provisions by the End User, and for damages caused by the unavailability of medical information which should have been archived and extracted in a medical record. The Services are not intended for long-term storage of Patient’s medical records.

6. ARTIFICIAL INTELLIGENCE

Our Services may include the use of artificial intelligence, such as machine learning algorithms, which process Patient flows, temporal data such as first medical contact, door-to-balloon time, and door in to door out time, along with other attributes relating to Patients (“AI Capabilities”). You are solely responsible for determining if the AI Capabilities are appropriate, including based on your ethical, professional, and legal obligations.

AI Capabilities are intended to support your decision-making and professional analysis, and not to replace them. We are not liable for any decisions, interpretations, treatments or otherwise for any determination which you decide to make based on the outputs obtaining from the AI Capabilities. It is strictly forbidden to use AI Capabilities for automated decision-making, to replace professional judgments, or otherwise in violation of these Terms.

You agree and understand that AI Capabilities are dependent on the data ingested, including their accuracy, completeness, and reliability.

While we make efforts to avoid any bias and discrimination, predictive algorithms are trained on datasets which may contain known or unknown biases.

7. CONFIDENTIAL INFORMATION

You agree that the Services are the confidential information of Stenoa, and that you may not use or disclose our confidential information without consent. We agree that PHI is confidential information, and we will not disclose or use this confidential information except as agreed upon in the Terms of Service between Stenoa and the Health Institution.

Under Applicable Laws, Patients may have rights regarding their PHI, such as the right to withdraw their consent to the processing of their PHI. Stenoa responds to such requests in accordance with the Terms of Service.

8. ACCEPTABLE USE OF THE SERVICES

Between the parties, the End User is solely responsible for reviewing the security features of the Services and assessing if these are sufficient for the nature of the information shared and to fulfill their obligations under Applicable Laws. By using the Services, you agree not to:

  1. Use the Services for any illegal purposes or in violation of Applicable Laws;
  2. Use the messaging functionalities of the Services for other purposes than the Intended Purposes or in violation of the provisions of Canada’s Anti-Spam Legislation;
  3. Harass, threaten, demean, embarrass or otherwise harm any other End User of the Services, or otherwise through the Services;
  4. Violate, or encourage others to violate, any right of a third party, including by infringing Patients’ rights to privacy or misappropriate the intellectual property of another party;
  5. Interfere with security-related features of the Services, including by disabling or circumventing features that prevent or limit use or copying of any content or by reverse engineering or otherwise by attempting to discover the source code of any portion of the Services except to the extent that the activity is expressly permitted by Applicable Laws;
  6. Use a robot or any other indexing, scraping or data linking device when using the Services, including any screen tapping, screen screaming, or similar practices which have not been specifically authorized by Stenoa;
  7. Interfere with the operation of the Services or any End Users’ enjoyment of the Services, including by (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another End User of the Services; (iii) collecting Personal Data about another End User or third party without being authorized to do so under Applicable Laws; (iv) perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other service account without permission, or falsifying your age or date of birth;
  8. Share your account or give access to your login information to an unauthorized user, including as part of time-sharing bureau, by using generic accounts or otherwise, except as specifically permitted hereunder;
  9. Sell or otherwise transfer the access granted to you under these Terms, unless permitted under an agreement between Stenoa and your Health Institution; or
  10. Attempt to do any of the foregoing acts, assist or permit any person in engaging in any of the foregoing facts.

Stenoa reserves the right to suspend, in whole or in part, your access to the Services if you violate these Terms.

9. INTELLECTUAL PROPERTY

As between the parties, all rights, title, and interests in and to the Services (including the Mobile App, the AI Capabilities, and any underlying technologies) are and will remain the exclusive property of Stenoa. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services provided by Stenoa are our Intellectual Property. We reserve all rights not granted herein. Except as expressly permitted by these Terms, or as required for the Intended Purposes, you may not make any derivative works or reverse engineering of our intellectual property.

If you provide us with any feedback, suggestions, or recommendations regarding our Services (the “Feedback”), you agree that we own all rights, title, and interests into such Feedback. You hereby waive any moral rights into such Feedback, or where not permitted under Applicable Laws, you hereby assign your moral rights into such Feedback to Stenoa, and Stenoa accepts the receipt of such moral rights in the Feedback. Notwithstanding the foregoing, Stenoa will only use Feedback for internal business purposes.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Stenoa, its affiliates, shareholders, directors, officers, employees, agents, and other representatives, from and against any losses arising out of with material breach of any fundamental obligation under these Terms, such as your use of the Services in violation of the Acceptable Use requirements set forth herein.

11. CHANGES TO THE TERMS AND SERVICES

Except as set forth in the Terms of Service, you agree and understand that a) we may modify the Services from time to time, such as by adding or removing functionalities, and b) we may modify these Terms upon written notice to you. If you use our Services after receiving this notice, you will be presumed to consent to these changes. These changes will not decrease in any material manner the security of the Services and are subject to Applicable Laws. We may provide you with a notice in-app or by email. If you download a new version of the Mobile App, you also accept any changes described in the version released, and any modifications of these Terms. If you don’t agree, you must cease to use the Services. You can contact us at privacy@stenoa.com to delete your account.

12. EXTERNAL SERVICES

Our Services may contain access to third-party websites, applications, services, and products which are not covered by these Terms, including any integration partners which the Health Institution decides to connect or integrate with the Services (the “External Services”). The External Services are not part of our Services and are subject to their own terms and conditions. You understand that we have no control over External Services and we are not liable for them. We disclaim all liability regarding the External Services, and you agree that you are using External Services at your own risks, or in accordance with any agreement with such External Services. You are responsible for validating their privacy and security practices, and you agree that we are not responsible for information processed by External Services, including in transit through third-party application programming interfaces.

13. MOBILE APP

You agree and understand that these Terms, including this Section 13, is between you and Stenoa, and not with Apple or any other App Store or marketplace from which you purchased or downloaded the Mobile App (each a “Marketplace”). The Marketplace has additional terms and conditions which may apply to your purchase or use of the Mobile App (the “Usage Rules”). When you use our Mobile App, you represent and warrant that you will comply with any third-party terms and conditions applicable to your use of the Mobile App, such as those of Marketplace, internet service providers and cellular providers, and including the Usage Rules. If our Terms are in conflict with those of the Usage Rules, then the Usage Rules will prevail and these Terms will apply to the full extent possible under the Usage Rules. We are solely responsible for our Services and the content thereof.

The following Usage Rules apply to your use of the Mobile App:

  1. We may issue updates, new releases, or upgrades for our Mobile App from time to time (the “Updates”). Updates are provided at our sole discretion or as required by Applicable Laws, and may include bug fixes, security updates, new features, and enhancements to existing features. If we provide you with an Update, it is your responsibility to update your Mobile App. We may not support previous versions of our Mobile App, and we have no liability or responsibility for supporting and maintaining them, including for security patches. It’s important that you install the Updates to ensure that you are using a secured version of our Mobile App.
  2. You agree that we are solely responsible for providing any maintenance and support services with respect to the Mobile App, in accordance with these Terms or Applicable Laws. Marketplaces are not responsible for the maintenance and support of our Services.
  3. We are solely responsible for any warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. To the maximum extent permitted by Applicable Laws, the Marketplaces will have no other warranty obligation whatsoever with respect to the Mobile App, and any other claims, losses, liabilities, damages, costs, or expenses attributable to any failure to conform to any warranty is our sole responsibility.
  4. You acknowledge that we, and not the Marketplaces, are responsible for addressing any claims by you or third parties relating to the Mobile App, or your possession or use, including, but not limited to (i) product liability claims; (ii) any claim that the Mobile App fails to conform to Applicable Laws; and (iii) claims arising under consumer protection, privacy, or similar legislation.
  5. In the event of any third-party claim that the Mobile App or your possession and use of the Mobile App infringes a third party’s Intellectual Property, we, and not the Marketplaces, will be solely responsible for the investigation, defence, settlement, and discharge of any such claim.
  6. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
14. DISCLAIMER

To the maximum extent permitted by Applicable Laws and except as set forth in these Terms, Stenoa does not warrant that the Services will be uninterrupted, or error free; nor does it make any warranty as to the results that may be obtained from the use of the Services except as provided in these Terms. Without limiting the generality of the foregoing, you agree that the Services are provided to you without any representation or warranty of any kind, whether implied, express, or statutory and we hereby disclaim any and all warranties, including, without limitation, fitness for a particular purpose, merchantability, title and non-infringement. You agree to waive and disclaim any such warranties. In particular, the Services include end-to-end encrypted messaging capabilities between End Users and automated retroaction. The Services push critical notifications when a message has been sent or received, depending on the settings chosen by the End User. We do not warrant the reliability of communications beyond our reasonable control. We are not responsible or liable for the accuracy, integrity, completeness, or reliability of any AI Capabilities in the Services. We are not responsible for any decision that you make based on your use of the Services.

15. LIMITATION OF LIABILITY

To the full extent allowed by Applicable Laws, and as between you and us, we are not responsible for any direct, indirect, consequential, punitive, or exemplary damages, whether based in contractual or extracontractual liability, and neither are our licensors, employees, developers, directors, or administrators.

For the avoidance of doubts, the foregoing limitation of liability shall include, to the full extent allowed by Applicable Laws, loss of revenue or profits, loss of business or goodwill, loss or corruption of, or unauthorized access to, or disclosure of information or data or other financial loss arising out of or in connection with the use, performance, failure or interruption of the Services, whether foreseeable or not such limitations shall find application even if any remedy herein shall fail its essential purpose, and even if you have been advised of the possibility of such damages. In Quebec, Canada, no limitation of liability is applicable to intentional fault, gross negligence, bodily and moral damages, as well as for any matters for which Stenoa is prevented to exclude its liability under Applicable Laws.

Stenoa will not be held liable for delays in or failure of performance hereunder due to causes beyond its commercially reasonable control, including, cyberattacks, epidemic, pandemic (including any additional consequences or situations arising from the outbreak of coronavirus COVID-19), acts of God or public enemy, acts of government in either its sovereign or contractual capacity, flood, earthquake, or civil disobedience.

16. TERMINATION AND SUSPENSION

We may terminate your right to use the Services at any time, with or without notice to you, in accordance with the agreement between us and the Health Institution. If you are in breach of these Terms, we may also suspend your access and use of the Services for as long as we deem necessary, unless our agreement with your Health Institution prevents us to do so. Sections 7, 11, 13, 15, 16 and 18 will survive the termination of these Terms, along with any related definitions.

17. MEDIATION AND ARBITRATION

All disputes arising from or related to these Terms must exclusively be resolved first by mediation with a mediator selected by Stenoa, with such mediation to be held in Montreal, Québec, Canada. If such mediation fails, then any such dispute shall be resolved by binding arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. in effect at the time the arbitration proceeding commences. The arbitration will occur in a) Montreal, Québec, Canada; b) through online dispute resolution services, or c) in your Health Institution’s jurisdiction, if Applicable Laws do not allow another choice of jurisdiction. Any party may seek from a court of competent jurisdiction any provisional remedy that may be necessary to protect its rights or assets pending the selection of the arbitrator or the arbitrator’s determination of the merits of the controversy. The exercise of such arbitration rights by any party will not preclude the exercise of any self-help remedies (including without limitation, setoff rights) or the exercise of any non-judicial foreclosure rights.

18. GENERAL PROVISIONS

If a provision of these Terms is held by a court of competent jurisdiction to be contrary to the law, inapplicable or excessive, such provision shall be changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms shall remain in full force and effect. No waiver of any provisions of these Terms shall be effective unless agreed to in writing.

These Terms do not create an employment relationship with you. The parties are independent contractors, and these Terms do not create any agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between them.

You may not assign, transfer, delegate, or sub-license any of its rights or obligations hereunder (whether by operation of law or otherwise) without our prior consent. We may assign, transfer, delegate or sub-license these Terms or any parts thereof without your consent and with or without notice to you. Any unauthorized assignment, transfer, delegation, or sub-license shall be considered null and void. These Terms describe the entire understanding and agreement between you and us, and supersedes all oral and written agreements or understandings we might have had regarding the subject matter of these Terms. These Terms will be binding on each of Stenoa or your acquirers and successors.

You acknowledge having required these Terms and all related documents to be prepared in English. Vous reconnaissez avoir demandé que les présentes Conditions d’utilisation ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.

Copyright © 2022 Stenoa Inc. All rights reserved.