Terms of Service & Master Subscription Agreement
Last Updated: January 19, 2026
These Terms of Service and Master Subscription Agreement ("Terms") govern access to and use of the ActiveScribe software-as-a-service platform (the "Service") provided by Loomantix Inc., an Ontario corporation with a principal place of business at 215 Churchill Rd. N, Acton, ON L7J 2H9 ("Company," "we," "us," or "our").
BY CLICKING "I AGREE," CREATING AN ACCOUNT, OR ACCESSING OR USING THE SERVICE, YOU ENTER INTO A LEGALLY BINDING AGREEMENT WITH THE COMPANY. If you are accepting these Terms on behalf of an entity, you represent that you have authority to bind that entity ("Customer").
1. THE SERVICE
The Service provides AI-assisted transcription and clinical documentation support based on audio or text inputs provided by Customer.
The Service:
- Assists with drafting clinical notes and documentation;
- Does not provide medical advice;
- Does not diagnose, treat, or recommend care; and
- Produces draft outputs only, which must be reviewed and approved by a licensed healthcare professional.
The Service is intended solely for use by qualified healthcare professionals acting within their authorized scope of practice.
2. NO MEDICAL ADVICE; PROFESSIONAL RESPONSIBILITY
The Service is not a medical device and does not replace professional judgment. Customer acknowledges and agrees that:
- Customer remains fully responsible for accuracy, completeness, and appropriateness of all clinical documentation;
- All AI-generated outputs must be reviewed, edited, and approved before inclusion in any medical record; and
- Use of the Service does not alter Customer's professional, legal, or regulatory obligations.
3. REGULATORY ROLES & PRIVACY COMPLIANCE
For purposes of applicable privacy and data protection laws, including PIPEDA, PHIPA, and provincial equivalents:
- Customer is the health information custodian or data controller;
- Company acts as an information manager / processor, processing data solely on Customer's documented instructions.
A separate Data Processing Addendum (DPA) forms part of these Terms and is incorporated by reference. In the event of conflict, the DPA governs data-protection-specific obligations.
4. DATA OWNERSHIP, CONSENT & PERMITTED USE
4.1 Ownership
Customer retains all right, title, and interest in all data, content, personal data, and personal health information submitted to the Service ("Customer Data"). Company claims no ownership in Customer Data.
4.2 Data License
Customer grants Company a limited, non-exclusive license to host, process, transmit, and otherwise use Customer Data solely as necessary to provide, secure, and support the Service.
4.3 Data Collection & Consent
Customer represents and warrants that it has obtained all required patient, user, and third-party consents required to lawfully collect, use, and disclose Customer Data, including personal data and PHI, for processing by the Service.
Company may collect and process:
- Account information (name, email, role);
- Usage and technical metadata;
- Audio or text inputs uploaded by Customer;
- System logs and audit data.
Such data is processed strictly in accordance with the Privacy Policy and DPA.
4.4 No Model Training
Customer Data is not used to train, fine-tune, or improve machine-learning models, nor for secondary commercial purposes.
5. CONFIDENTIALITY & DATA SECURITY
5.1 Confidential Information
"Confidential Information" means non-public business, technical, or clinical information disclosed by one party to the other, including Customer Data, security information, and proprietary software.
Each party agrees to:
- Use Confidential Information solely to perform under these Terms;
- Protect it using reasonable safeguards;
- Not disclose it except to authorized personnel or as required by law.
5.2 Security Safeguards
Company maintains administrative, technical, and physical safeguards aligned with industry standards (including SOC 2-aligned controls) designed to protect Customer Data against unauthorized access, disclosure, or loss.
6. ACCEPTABLE USE & RESTRICTIONS
Customer shall not:
- Upload data without lawful consent;
- Use the Service to generate diagnoses or treatment decisions;
- Reverse engineer or attempt to extract source code or model logic;
- Exceed licensed user counts or usage limits;
- Use the Service in violation of applicable laws or professional standards.
7. SUBSCRIPTION GRANT & USER LIMITS
Subject to payment of Fees, Company grants Customer a limited, non-exclusive, non-transferable right to access and use the Service during the subscription term.
Access is limited to the number of authorized users purchased. Customer is responsible for managing credentials and preventing unauthorized access.
8. FEES, BILLING & RENEWAL
Pricing, plans, and usage limits are described on the Company's website and incorporated by reference.
Fees are billed in advance and are non-refundable except as expressly stated.
Subscriptions automatically renew unless cancelled prior to renewal.
9. SUSPENSION & TERMINATION
Company may suspend or terminate access for non-payment, security risk, legal obligation, or material breach.
Customer may terminate for convenience with 30 days' written notice to Company.
Upon termination, Customer's access ends, subject to data export rights under Section 10.
10. DATA RETENTION & DELETION
Customer may configure data retention settings within the Service (1–90 days).
Upon termination:
- Data will be available for export during the configured retention period;
- Thereafter, Customer Data will be securely deleted unless retention is required by law.
11. INTELLECTUAL PROPERTY
Company retains all rights in the Service, software, models, and documentation.
Customer retains ownership of Customer Data.
Feedback may be used by Company without restriction.
12. WARRANTIES & DISCLAIMERS
THE SERVICE IS PROVIDED "AS IS." COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
13. INDEMNIFICATION
Customer will indemnify Company for claims arising from misuse of the Service or violation of law.
Company will indemnify Customer against third-party IP infringement claims, subject to customary limitations.
14. LIMITATION OF LIABILITY
Company's total liability is limited to Fees paid in the preceding twelve (12) months.
Neither party is liable for indirect, incidental, or consequential damages.
15. FORCE MAJEURE
Neither party is liable for failure to perform due to events beyond reasonable control.
16. AMENDMENTS
Company may update these Terms with prior notice. Continued use constitutes acceptance.
17. GOVERNING LAW & VENUE
These Terms are governed by Ontario law. Courts of Ontario have exclusive jurisdiction.
18. ASSIGNMENT
Customer may not assign these Terms without consent. Company may assign in connection with a merger or sale of assets.
19. ORDER OF PRECEDENCE
If there is a conflict, the following order applies: (1) Enterprise MSA, if any; (2) DPA; (3) These Terms; (4) Website policies.
20. SURVIVAL
Sections relating to IP, confidentiality, limitation of liability, indemnification, and data obligations survive termination.