Pippen AI is pleased to offer you the services of “Pippen”, your AI-Powered Physician Assistant (the “Agreement”).  

Please carefully read and understand the following Terms of Service (“Terms”) as they govern your use of our technology platform (the “Pippen Platform”) through which our Services (as defined below) are delivered.  These Terms are between you and Pippen AI Corporation (“Pippen AI”).  When used in these Terms, the terms “us”, “we” and “our” refer to Pippen AI and the term “you” means either you as an individual registering to use the Pippen Platform personally or the company you represent, if registering to use the Pippen Platform on behalf of a business.

By accessing or using our Services, you agree to be bound by these Terms.  If you do not agree with any part of these Terms, please do not use our Pippen Platform or Services.

1. Acceptance of Terms

By using our Services, you agree to comply with and be bound by these Terms. These Terms may be updated from time to time, and it is your responsibility to review them periodically. Your continued use of the Pippen Platform or Services after any changes to these Terms signifies your acceptance of those changes.

2. User Accounts

To access and use the Pippen Platform, you must register for a Pippen account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.  To complete your account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required.

You acknowledge that Pippen AI will use the email address you provide on opening an account or as updated by you from time to time as the primary method for communication with you. You are responsible for maintaining the confidentiality of your account credentials, including user name and password, and for all activities that occur under your account. If you are a company with multiple staff users, you are responsible for your staffs’ use of the Pippen Platform and Services and ensuring that they comply with all terms and conditions contained in these Terms.

Pippen AI cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and password. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

3. Services Provided

Through the Pippen Platform, we provide various technologies and tools that automate, streamline and support your medical practice by reducing administrative burdens as well as enhancing your clinical decision-making and offering other practice supports, including, but not limited to:

• AI-Powered Scribe – a tool that transcribes your patient interactions using voice-to-text technology and organizes your transcribed encounter in real-time into structured medical documentation, such as a SOAP (Subjective, Objective, Assessment and Plan) note or other consultation note.

• Clinical Support – technology that analyzes your patient’s health information, as captured in a transcribed encounter or based on other inputted information, and provides diagnosis options to consider.

• Billing Optimization – technology that analyzes your patient’s encounter information and provides suggested diagnostic and billing codes.

(collectively, the “Services”).

We reserve the right to add to, modify, suspend, or discontinue any part of the Pippen Platform or Services at any time by notifying you either through your email address on record with us and/or by posting a notice on the Pippen Platform.

4. Intellectual Property 

Pippen AI alone (and its third-party licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Pippen Platform and the Services.

You agree that you may not use any trademarks, logos, or service marks of Pippen AI, whether registered or unregistered (“Pippen Trademarks”) unless you are authorized to do so by Pippen AI in writing. You agree not to use or adopt any marks that may be considered confusing with the Pippen Trademarks. You agree that any variations or misspellings of the Pippen Trademarks would be considered confusing with the Pippen Trademarks.

5. Payments and Fees

Through the Pippen Platform you will be able to purchase various Services by making service selections or otherwise updating your account information. You agree to pay any and all applicable fees and charges associated with the Services, under additional terms and conditions that may be further communicated and defined within the Pippen Platform accordingly, that you have purchased using one or more of the payment options offered from time-to-time on the Pippen Platform.

We reserve the right to change the pricing and fees associated with the Services at any time, and such changes will be effective as of the date indicated in the notice either communicated to you by email and/or posted on the Pippen Platform.

6. Code of Conduct

You agree not to engage in any conduct that violates these Terms, applicable laws, or the rights of others.  You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Pippen Platform without the express written permission of Pippen AI.

You agree not to work around, bypass, or circumvent any of the technical limitations of the Pippen Platform, use any tool to enable features or functionalities that are otherwise disabled in the Pippen Platform, or decompile, disassemble or otherwise reverse engineer the Pippen Platform.  You agree not to access the Pippen Platform or monitor any material or information from the Pippen Platform using any robot, spider, scraper, or other automated means.

Pippen may, at its discretion, suspend or terminate the accounts of users who violate these Terms or engage in inappropriate conduct.

7. Data and Confidentiality

For the purposes of these Terms, “Confidential Information” refers to any non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with the performance of Services under these Terms. Confidential Information may include, but is not limited to, your data inputted into and generated by the Pippen Platform in relation to your use of the system to provide care to patients (“Customer Data”), trade secrets, business plans, customer lists, financial information, and any other information marked or reasonably understood to be confidential.  You will remain the owner at all times of the Customer Data.

Both parties agree to maintain the confidentiality of the Confidential Information received from the other party with the same degree of care as they use to protect their own confidential information, but in no event less than a reasonable standard of care.  The Receiving Party shall not disclose, reproduce, or use the Confidential Information for any purpose other than the performance and improvement of the Services outlined in these Terms.  

The Pippen Platform maintains audit trails and logs regarding access, use, modification, and transmission of patient data, which will be made promptly available to users so that each user may meet any legal obligation to maintain audit trails and logs regarding access, use, modification, or transmission of patient data.

The obligations of confidentiality do not apply to information that: (i) is or becomes publicly available without breach of these Terms by the Receiving Party; (ii) is independently developed by the Receiving Party without reference to the Confidential Information; or is rightfully obtained by the Receiving Party from a third party without a duty of confidentiality.

The Receiving Party may disclose Confidential Information to its employees, agents, or subcontractors who need to know such information for the purpose of performing the Services, provided that such individuals are bound by obligations of confidentiality at least as restrictive as those in these Terms.  The obligations of confidentiality under these Terms shall survive the termination or expiration of these Terms.

You further consent to Pippen AI collecting and providing User Level Data to Infoway, including first name, last name, email address, geographical location, registration date, and usage metrics (e.g., number of encounters summarized per month), to enable Infoway to identify and track PCP participation in the Program, link enrollment to Solution usage, contact PCPs for support or surveys, and share such information with pre-identified provincial or territorial health authorities.

8. Privacy Policy and Schedule A

By using our Pippen Platform, you agree to our Privacy Policy and the provisions contained in the Schedule A, which are attached to this agreement and can be found [here] (link to Privacy Policy and Schedule A).

9. Professional Judgment & Care

You acknowledge and agree that the Services are intended to support and assist you in the delivery of care services to your patients within the context of your medical practice and do not replace your professional obligations to exercise due care and clinical judgment.  At all times while using the Services, you remain in charge of and responsible for all clinical decisions that you make in respect of the patients under your care regardless of your use of any clinical support or other practice tools that may be made available for your use through the Pippen Platform from time-to-time.

You agree to exercise due care when copying and pasting or otherwise transferring information from the Pippen Platform to your own electronic medical record or other record keeping system and you agree that it is your responsibility to avoid any errors in the process of transferring, including copying and pasting into the correct record patient record.

You acknowledge that you have complete control over what information is transferred from the Pippen Platform to your patient recordkeeping system and Pippen AI has no responsibility whatsoever for the accuracy or completeness of information that you maintain on your systems outside of the Pippen Platform.

10. Indemnity and Limitation of Liability

Except as otherwise stated explicitly in these Terms, the Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.  Pippen AI does not warrant that the Services will be uninterrupted, timely, secure, or error-free.  Pippen AI does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services is suitable for your particular purposes, including whether: (i) the outputs of any clinical support tools or other Services is accurate, suitable or safe for your patients, meets any particular professional practice standard, medically necessary or advisable; (ii) whether your use of the Services within your particular jurisdiction is authorized, permitted or meets the standards established by applicable professional regulatory bodies; or (iii) whether Customer Data is kept or managed, including management of edits or corrections, to any particular medical record-keeping standard within the Pippen Platform.

Pippen AI shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, professional college or regulatory sanctions, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service (however arising, including negligence).

You agree that you shall indemnify and hold harmless Pippen AI, its affiliates, licensors, and each of their officers, directors, other users, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of or in connection with: (i) your violation or breach of these Terms or any applicable law or regulation, whether or not referenced herein; (ii) your violation of any rights of any third party; or (iii) your use or misuse of the Services.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Ontario, Canada and to the fullest extent permitted by applicable law, you agree to irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Ontario, Canada with respect to any dispute, controversy or claim arising out of or in connection with these Terms or your use of the Services.

12. Additional Terms

The failure of Pippen AI to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the other provisions of these Terms will remain in full force and effect.

These Terms constitutes the entire understanding between you and Pippen AI and supersedes all prior agreements, whether oral or written, relating to your use of the Pippen Platform or Services.

13. Support

Technical support in respect of the Services, including questions about these Terms, is available to Pippen Platform users by contacting Pippen Support at: team@pippen.ai.

Contact Information:

Pippen AI Corporation

102-952 Kingston Road, Toronto ON M4E 1S7

team@pippen.ai

416-799-5819

Schedule A – Additional Agreement Terms

In addition to all other provisions of the Terms of Service (the “Terms”,), any Agreement (“Solution”) entered into between Pippen AI (the “Vendor”) and a contracting primary care provider (“PCP” or “Contracting Entity”) under Infoway’s AI Scribe Program must include the following provisions (each a “Schedule A Requirement”):

1. Compliance with Canadian Privacy Laws

1.1. The Vendor represents and warrants that it, and any subcontractor used to deliver the Solution, are fully compliant with all Canadian federal, provincial, and territorial laws and regulations governing Personal Information, including but not limited to PIPEDA and any applicable health information statutes.

1.2. The Vendor further warrants that, to the extent it handles or processes Patient Data on behalf of a Contracting Entity, it does so in strict accordance with all obligations imposed on the Contracting Entity under such laws and regulations.

2. Audit Trails and Logs

2.1. The Solution must maintain comprehensive audit trails and logs recording all user access, use, modification, or transmission of Patient Data.

2.2. Such audit logs shall be made readily accessible, upon request, to the Contracting Entity (or its designated representative), in order to enable the Contracting Entity to meet any legal obligation to retain or produce audit trails regarding Patient Data.

3. Restriction on Use of Personal Information for AI Training

3.1. The Vendor agrees that no Personal Information — whether identifiable or de-identified — shall be used for the purpose of training any AI or machine-learning system, except where:

(a) such training is performed exclusively for the benefit of the specific Contracting Entity or its authorized user (“User”) whose Personal Information is involved; and

(b) such training is conducted in full compliance with applicable privacy laws.

3.2. The Vendor shall not incorporate any User’s Patient Data (even in de-identified form) into a shared or general training corpus used to improve services for other parties.

4. Configurable Transcription Data Retention

4.1. The Solution shall allow each Contracting Entity to configure the retention period for all transcriptions and related Patient Data.

4.2. The Solution shall provide, in its administrative interface or via documented APIs, a mechanism for the Contracting Entity to:

(a) specify a retention period (in days, months, or years) that complies with all applicable laws, regulations, professional rules, and internal policies; and

(b) purge or anonymize all data automatically once the retention period expires.

4.3. The Vendor shall provide guidance and/or support documentation explaining how to configure and verify retention settings.

5. Lawful Sourcing of Training Data

5.1. For any data set used by the Vendor to train AI or machine-learning models (other than data provided by a specific Contracting Entity for that Entity’s exclusive use), the Vendor covenants that:   

(a) each data set was obtained in full compliance with all applicable laws;

(b) the Vendor has acquired or licensed any necessary intellectual property rights (including copyrights, database rights, trademarks, or trade-secret rights) for all such training data; and

(c) it has taken reasonable steps to verify that no third-party rights are infringed by such use.

5.2. The Vendor shall indemnify and hold harmless the Contracting Entity from any claim or liability arising from the Vendor’s failure to comply with Section 5.1.

6. Personnel Training on Security and Privacy

6.1. The Vendor shall ensure that all personnel (including employees, contractors, or third-party service providers) who have, or may have, access to Personal Information receive training on security and privacy matters.

6.2. Such training shall cover the Vendor’s security and privacy policies, applicable legal obligations, breach-reporting procedures, and best practices for handling Patient Data.

6.3. The Vendor shall maintain records of all training sessions and, upon request, shall provide proof of completion for any individual who has received such training.

7. Security Controls, Monitoring, and Penetration Testing

7.1. The Vendor shall maintain and continually monitor a robust set of technical and organizational controls to safeguard the Solution and any infrastructure that stores or processes Patient Data, including but not limited to:   

(a) Encryption of data at rest and in transit using industry-standard cryptographic protocols;

(b) Network security measures (e.g., firewalls, intrusion detection systems, vulnerability scanning);

(c) Access controls (e.g., role-based access, multi-factor authentication for administrative users).

7.2. The Vendor shall perform or contract for external penetration tests in reasonably spaced intervals and upon each major release of the Solution.

7.3. Any material risks, vulnerabilities, or deficiencies discovered during such testing shall be remediated promptly.

8. Consent to Reporting and Data Sharing

8.1. The Contracting Entity expressly consents to:

(a) the Vendor’s collection and reporting of User Level Data to Infoway, including but not limited to first name, last name, email address, geographic location, date of registration, enrollment status, and usage metrics (e.g., number of encounters summarized per month);

(b) Infoway’s use of such User Level Data to:

        i. identify and track PCPs enrolled in the Program;

        ii. link such enrollment to Solution usage for monitoring and reporting purposes;

        iii. contact PCPs directly to provide targeted support, training, or change-management activities; and

        iv. contact PCPs directly to invite participation in pre-implementation or post-implementation surveys.

(c) Infoway sharing all or part of the information described in 8.1(a) and 8.1(b) with a pre-identified provincial or territorial health authority (e.g., the Ministry of Health and Social Services in Québec) in each jurisdiction.

8.2. The Vendor shall provide instructions to the Contracting Entity on how to collect any additional consents required under applicable privacy laws to permit such reporting and sharing.

9. Automatic Termination upon Infoway Agreement Termination

9.1. As the Agreement is funded through Infoway’s AI Scribe Program, the Agreement shall automatically terminate in its entirety upon termination of Infoway’s Funding and Supply Agreement with the Vendor (the “Infoway Agreement”), without any requirement that the Contracting Entity pay additional fees.

9.2. Notwithstanding such automatic termination, the Vendor shall provide the Contracting Entity with a reasonable opportunity (as further specified in Section 10 below) to extract all Patient Data, user data, and any other information maintained in the Solution in an appropriate, interoperable file format (e.g., CSV, HL7 FHIR, CDA), prior to the Agreement’s termination.

10. Notice and Data‐Extraction Period

10.1. To facilitate the automatic termination under Section 9, the Vendor shall, prior to or promptly upon the earlier of (a) receipt of written notice of termination of the Infoway Agreement, or (b) Infoway’s public announcement of such termination, provide written notice to each Contracting Entity whose Agreement is then in effect. Such notice shall:

(a) specify the effective date of Infoway’s Agreement termination;

(b) confirm that the Agreement will also terminate on the same date; and

(c) inform the Contracting Entity of its right to extract its data as described in Section 10.2.

10.2. Upon receipt of the notice under Section 10.1, the Contracting Entity will have at least ten (10) consecutive calendar days of free, uninterrupted access to the Solution and any related data export tools, at no additional cost, during which it may extract or download all Patient Data, user data, and other records in an appropriate format.

10.3. After the end of the ten-day free period, the Agreement shall terminate automatically, and the Vendor may disable all access to the Solution.

10.4. The Vendor will maintain secure backups of all data for a commercially reasonable period to allow for restoration in case of extraction failures; such backups shall be destroyed thereafter unless retention is required by applicable law.

Interpretation and Effect of Schedule A
a. Each requirement set out in Sections 1 through 10 of this Schedule A is deemed to be an essential term of the Terms. Any breach of a Schedule A Requirement shall be considered a material breach of the Agreement and shall entitle the Contracting Entity to all remedies available under applicable law.
b. If any inconsistency arises between the Terms and any provision in this Schedule A, the provision in this Schedule A shall prevail.
c. Defined terms used in this Schedule A that are not defined herein have the meanings given in the Terms or, if used in the context of the Infoway Funding and Supply Agreement, the meanings given in that Agreement.

Effective Date
This Schedule A is effective as of the date the Agreement is signed, and shall remain in full force and effect for the duration of the Agreement.

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